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                                                                  Exhibit 4(B)-4

                          CALCULATION AGENT AGREEMENT

THIS AGREEMENT dated as of       ,      between Texas Eastern Transmission, LP
(hereinafter called the "Issuer"), having its principal office at 5400
Westheimer Court, Houston, Texas 77251, and The Chase Manhattan Bank, a New
York banking corporation (hereinafter sometimes called the "Calculation Agent"
which term shall, unless the context shall otherwise require, include its
successors and assigns), having its principal corporate trust office at 450
West 33rd Street, New York, New York 10001.

Recitals of the Issuer

The Issuer proposes to issue from time to time notes (the "Notes") under an
Indenture dated as of December 1, 2000 as supplemented (the "Indenture"),
between the Issuer and The Chase Manhattan Bank, as Trustee. Capitalized terms
used in this Agreement and not otherwise defined herein are used as defined in
the Indenture. Certain of the Notes may bear interest at one of several
floating rates determined by reference to an interest rate formula (the
"Floating Rate Notes"), and the Issuer desires to engage the Calculation Agent
to perform certain services in connection therewith.

  NOW IT IS HEREBY AGREED THAT:

  1. The Issuer hereby appoints The Chase Manhattan Bank as Calculation Agent
  for the Floating Rate Notes, upon the terms and subject to the conditions
  herein mentioned, subject to the Issuer's right to designate a different
  party as Calculation Agent in the Prospectus Supplement relating to the
  Floating Rate Notes, and The Chase Manhattan Bank hereby accepts such
  appointment. This appointment shall apply only to those series of Floating
  Rate Notes for which no other Calculation Agent is designated in the
  applicable Prospectus Supplement relating to the Floating Rate Notes and
  the term "Floating Rate Notes" in this Agreement shall mean only Floating
  Rate Notes as to which this appointment applies. Subject to the foregoing,
  the Calculation Agent shall act as an agent of the Issuer for the purpose
  of determining the interest rate or rates of the Floating Rate Notes.

  2. The Issuer agrees to deliver to the Calculation Agent, prior to the
  issuance of any Floating Rate Notes, copies of the proposed forms of such
  Notes, including copies of the terms and conditions relating to the
  determination of the interest rate thereunder. The Issuer shall not issue
  any Floating Rate Note prior to the receipt of confirmation from the
  Calculation Agent of its acceptance of the proposed form of such Note.

  3. The Issuer shall notify the Calculation Agent of the issuance of any
  Floating Rate Notes prior to the issuance thereof and at the time of such
  issuance shall deliver to the Calculation Agent the information required to
  be provided by the Issuer for the calculation of the applicable interest
  rates thereunder. The Calculation Agent shall calculate the applicable
  interest rates for Floating Rate Notes in accordance with the terms of such
  Notes, the Indenture and the provisions of this Agreement.
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  4. Upon the determination of an interest rate applicable to a Floating Rate
  Note, the Calculation Agent shall promptly notify the Issuer, the Trustee
  and any Paying Agent of such interest rate. Upon the request of the holder
  of a Floating Rate Note, the Calculation Agent shall advise such holder of
  the interest rate then in effect and, if different, the interest rate which
  will become effective as a result of a determination already made with
  respect to such Floating Rate Note.

  5. The Issuer will pay such compensation as shall be agreed upon with the
  Calculation Agent and the out-of-pocket expenses, including reasonable
  counsel fees, incurred by the Calculation Agent in connection with its
  duties hereunder, upon receipt of such invoices as the Issuer shall
  reasonably require.

  6. Notwithstanding any satisfaction or discharge of the Notes or the
  Indenture, the Issuer will indemnify the Calculation Agent against any
  losses, liabilities, costs, claims, actions or demands which it may incur
  or sustain or which may be made against it in connection with its
  appointment or the exercise of its powers and duties hereunder as well as
  the reasonable costs, including the reasonable expenses and fees of counsel
  in defending any claim, action or demand, except such as may result from
  the gross negligence, wilful misconduct or bad faith of the Calculation
  Agent or any of its employees or agents. The Calculation Agent shall give
  the Issuer prompt notice of any such claim, action or demand known to it,
  but failure to do so shall not affect the indemnity provided hereby. Except
  as provided in the preceding sentence, the Calculation Agent shall incur no
  liability and shall be indemnified and held harmless by the Issuer for, or
  in respect of, any actions taken or suffered to be taken in good faith by
  the Calculation Agent in reliance upon (i) the written opinion or advice of
  counsel or (ii) written instructions from an officer of the Issuer.

  7. The Calculation Agent accepts its obligations herein set forth upon the
  terms and conditions hereof, including the following, to all of which the
  Issuer agrees:

    (i) in acting under this Agreement and in connection with the Floating
    Rate Notes, the Calculation Agent, acting as agent for the Issuer, does
    not assume any obligation toward, or any relationship of agency or
    trust for or with, any of the holders of such Floating Rate Notes;

    (ii) unless herein otherwise specifically provided, any order,
    certificate, notice, request or communication from the Issuer made or
    given under any provisions of this Agreement shall be sufficient if
    signed by any person whom the Calculation Agent reasonably believes to
    be a duly authorized officer or attorney-in-fact of the Issuer;

    (iii) the Calculation Agent shall be obligated to perform only such
    duties as are set forth specifically herein, in the Floating Rate Notes
    or in the Indenture and any duties necessarily incidental thereto;

    (iv) the Calculation Agent shall be protected and shall incur no
    liability for or in respect of any action taken or omitted to be taken
    or anything suffered by it in reliance upon any provision contained in
    a Floating Rate Note, the Indenture or any information supplied to it
    by an officer of the Issuer pursuant to this Agreement, including the
    information to be supplied pursuant to paragraph 3 above;

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    (v) the Calculation Agent, whether acting for itself or in any other
    capacity, may become the owner or pledgee of Notes with the same rights
    as it would have had if it were not acting hereunder as Calculation
    Agent;

    (vi) the Calculation Agent shall incur no liability hereunder except
    for loss sustained by reason of its or its employees' or agents' gross
    negligence, wilful misconduct or bad faith; and

    (vii) in no event shall the Calculation Agent be liable for special,
    indirect or consequential loss or damage of any kind whatsoever
    (including but not limited to lost profits), even if the Calculation
    Agent has been advised of the likelihood of such loss or damage and
    regardless of the form of action.

  8. (a) The Issuer agrees to notify the Calculation Agent at least three
  Business Days prior to the issuance of any Floating Rate Note with an
  interest rate to be determined by any formula that would require the
  Calculation Agent to select banks or other financial institutions (the
  "Reference Banks") for purposes of quoting rates. Immediately prior to
  seeking such quotes from such Reference Banks, the Calculation Agent will
  notify the Issuer and the Trustee of the names and addresses of such
  Reference Banks. The Calculation Agent shall not be responsible to the
  Issuer or any third party for any failure of the Reference Banks to fulfill
  their duties or meet their obligations as Reference Banks or as a result of
  the Calculation Agent having acted (except in the event of gross
  negligence, wilful misconduct or bad faith) on any quotation or other
  information given by any Reference Bank which subsequently may be found to
  be incorrect.

  (b) Except as provided below, the Calculation Agent may at any time resign
  as Calculation Agent by giving written notice to the Issuer and the Trustee
  of such intention on its part, specifying the date on which its desired
  resignation shall become effective, provided that such notice shall be
  given not less than 60 days prior to the said effective date unless the
  Issuer agrees in writing. The Calculation Agent may be removed by the
  filing with it and the Trustee of an instrument in writing signed by the
  Issuer specifying such removal and the date when it shall become effective.
  Any resignation or removal of the Calculation Agent shall take effect only
  upon:

    (i) the appointment by the Issuer as hereinafter provided of a
    successor Calculation Agent; and

    (ii) the acceptance of such appointment by such successor Calculation
    Agent; provided, however, that in the event the Calculation Agent has
    given not less than 60 days' prior notice of its desired resignation,
    and during such 60 days there has not been acceptance by a successor
    Calculation Agent of its appointment as successor Calculation Agent,
    the Calculation Agent so resigning may petition any court of competent
    jurisdiction for the appointment of a successor Calculation Agent. The
    Issuer covenants that it shall appoint a successor Calculation Agent as
    soon as practicable after receipt of any notice of resignation
    hereunder. Upon its resignation or removal becoming effective, the
    retiring Calculation Agent shall be entitled to the payment of all
    compensation and the reimbursement of its expenses (including
    reasonable counsel fees) incurred by such retiring Calculation Agent,
    in accordance with paragraph 5 hereof, to the date such resignation or
    removal becomes effective.

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  (c) If at any time the Calculation Agent shall resign or be removed, or
  shall become incapable of acting or shall be adjudged bankrupt or
  insolvent, or liquidated or dissolved, or an order is made or an effective
  resolution is passed to wind up the Calculation Agent, or if the
  Calculation Agent shall file a voluntary petition in bankruptcy or make an
  assignment for the benefit of its creditors, or shall consent to the
  appointment of a receiver, administrator or other similar official of all
  or any substantial part of its property, or shall admit in writing its
  inability to pay or meet its debts as they mature, or if a receiver,
  administrator or other similar official of the Calculation Agent or of all
  or any substantial part of its property shall be appointed, or if any order
  of any court shall be entered approving any petition filed by or against
  the Calculation Agent under the provisions of any applicable bankruptcy or
  insolvency law, or if any public officer shall take charge or control of
  the Calculation Agent or its property or affairs for the purpose of
  rehabilitation, conservation or liquidation, then a successor Calculation
  Agent shall be appointed by the Issuer by an instrument in writing filed
  with the predecessor Calculation Agent, the successor Calculation Agent and
  the Trustee. Upon the appointment as aforesaid of a successor Calculation
  Agent and acceptance by the latter of such appointment the former
  Calculation Agent shall cease to be Calculation Agent hereunder.

  (d) Any successor Calculation Agent appointed hereunder shall execute and
  deliver to its predecessor, the Issuer and the Trustee an instrument
  accepting such appointment hereunder, and thereupon such successor
  Calculation Agent, without any further act, deed or conveyance, shall
  become vested with all the authority, rights, powers, immunities, duties
  and obligations of such predecessor with like effect as if originally named
  as the Calculation Agent hereunder, and such predecessor shall thereupon
  become obliged to transfer and deliver, and such successor Calculation
  Agent shall be entitled to receive, copies of any relevant records
  maintained by such predecessor Calculation Agent.

  (e) Any corporation into which the Calculation Agent may be merged or
  converted or any corporation with which the Calculation Agent may be
  consolidated or any corporation resulting from any merger, conversion or
  consolidation to which the Calculation Agent shall be a party shall, to the
  extent permitted by applicable law, be the successor Calculation Agent
  under this Agreement without the execution or filing of any paper or any
  further act on the part of any of the parties hereto. Notice of any such
  merger, conversion or consolidation shall forthwith be given to the Issuer
  and the Trustee.

  (f) The provisions of paragraph 6 hereof shall survive any resignation or
  removal hereunder.

  9. Any notice required to be given hereunder shall be delivered in person
  against written receipt, sent by letter or telecopy or communicated by
  telephone (subject, in the case of communication by telephone, to
  confirmation dispatched within two Business Days by letter or telecopy), in
  the case of the Issuer, to it at the address set forth in the heading of
  this Agreement, Attention: Treasurer; in the case of the Calculation Agent,
  to it at the address set forth in the heading of this Agreement, Attention:
  Institutional Trust Services; in the case of the Trustee, to it at 450 West
  33rd Street, New York, New York 10001, Attention: Institutional Trust
  Services; or, in any case, to any other address of which the party
  receiving notice shall have notified the party giving such notice in
  writing.

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  10. This Agreement may be amended only by a writing duly executed and
  delivered by each of the parties signing below.

  11. The provisions of this Agreement shall be governed by, and construed in
  accordance with, the laws of the State of New York.

  12. This Agreement may be executed in counterparts and the executed
  counterparts shall together constitute a single instrument.

IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the
day and year first above written.

                               Texas Eastern Transmission, LP

                               By: Duke Energy Gas Transmission Services, LLC,
                                              as General Partner


                               By: _________________________________
                                   Name:
                                   Title:

                               The Chase Manhattan Bank


                               By: _________________________________
                                   Name:
                                   Title:

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