<PAGE>
                                                                   EXHIBIT 10.45

                  TEXAS EASTERN PRODUCTS PIPELINE COMPANY, LLC

                          2000 LONG TERM INCENTIVE PLAN

           SECOND AMENDMENT AND RESTATEMENT EFFECTIVE JANUARY 1, 2003
<PAGE>

                  TEXAS EASTERN PRODUCTS PIPELINE COMPANY, LLC
                          2000 LONG TERM INCENTIVE PLAN

      WHEREAS, Texas Eastern Products Pipeline Company, LLC, a Delaware limited
liability company ("TEPPCO"), previously established the Texas Eastern Products
Pipeline Company, LLC 2000 Long Term Incentive Plan (the "Plan") for certain key
employees so as to offer them a further incentive to increase the earnings of
TEPPCO Partners, L.P.;

      WHEREAS, it is intended that the Plan shall constitute a bonus program
within the meaning of Department of Labor Regulation section 2510.3-2(c) that is
exempt from coverage under the Employee Retirement Income Security Act of 1974,
as amended;

      WHEREAS, TEPPCO desires to clarify certain provisions of the Plan to be
consistent with the original intentions of the Board of Directors of TEPPCO;

      NOW, THEREFORE, TEPPCO adopts the amendment and restatement of the Plan as
follows:
<PAGE>

                  TEXAS EASTERN PRODUCTS PIPELINE COMPANY, LLC
                          2000 LONG TERM INCENTIVE PLAN

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                             Section
                                                                                             -------
<S>                                                                                          <C>
ARTICLE I - PLAN PURPOSE AND TERM

         Purpose .....................................................................           1.1
         Term of Plan ................................................................           1.2

ARTICLE II - DEFINITIONS

         Affiliate ...................................................................           2.1
         Average Asset Base ..........................................................           2.2
         Award .......................................................................           2.3
         Award Agreement .............................................................           2.4
         Benchmark ...................................................................           2.5
         Board .......................................................................           2.6
         Cause .......................................................................           2.7
         Change in Control ...........................................................           2.8
         Code ........................................................................           2.9
         Committee ...................................................................           2.10
         Cost of Capital .............................................................           2.11
         Disability ..................................................................           2.12
         EBITDA ......................................................................           2.13
         Economic Value Added ........................................................           2.14
         Employee ....................................................................           2.15
         Fair Market Value ...........................................................           2.16
         GAAP ........................................................................           2.17
         Grantee .....................................................................           2.18
         Long Term Incentive Unit ....................................................           2.19
         Partnership .................................................................           2.20
         Performance Period ..........................................................           2.21
         Plan ........................................................................           2.22
         Retirement ..................................................................           2.23
         Separation From Service .....................................................           2.24
         Spouse ......................................................................           2.25
         TEPPCO ......................................................................           2.26
         Unit ........................................................................           2.27
         Vested Interest .............................................................           2.28
         Years of Service ............................................................           2.29

ARTICLE III - AWARDS

         Granting of Awards ..........................................................           3.1
         Terms of Awards .............................................................           3.2
         Special Ledger ..............................................................           3.3
</TABLE>


                                      -i-
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<TABLE>
<S>                                                                                              <C>
ARTICLE IV - CALCULATION AND PAYMENT OF BENEFITS

         Periodic Payments ...........................................................           4.1
         Terminal Value Payments .....................................................           4.2
         Change in Control ...........................................................           4.3
         Form of Payment Under an Award ..............................................           4.4
         No Interest on Award ........................................................           4.5
         Payment(s) on Death of Grantee ..............................................           4.6
         Forfeiture for Cause ........................................................           4.7
         Adjustments Due to Changes in the Partnership's or TEPPCO's Capital Structure           4.8

ARTICLE V - ADMINISTRATION

         General .....................................................................           5.1
         Powers of Committee .........................................................           5.2
         Committee Discretion ........................................................           5.3
         Disqualification of Committee Member ........................................           5.4

ARTICLE VI - AMENDMENT OR TERMINATION OF PLAN

ARTICLE VII - FUNDING

         Payments Under the Plan Are the Obligation of TEPPCO ........................           7.1
         Grantees Must Rely Solely on the General Credit of TEPPCO ...................           7.2
         Unfunded Arrangement ........................................................           7.3

ARTICLE VIII - MISCELLANEOUS

         No Employment Obligation ....................................................           8.1
         Tax Withholding .............................................................           8.2
         Indemnification of the Committee ............................................           8.3
         Gender and Number ...........................................................           8.4
         Headings ....................................................................           8.5
         Other Compensation Plans ....................................................           8.6
         Rights of Company and Affiliates ............................................           8.7
         Nonalienation of Benefits ...................................................           8.8
         No Rights as an Owner .......................................................           8.9
         Governing Law ...............................................................           8.10
</TABLE>


                                      -ii-
<PAGE>

                                   ARTICLE I

                              PLAN PURPOSE AND TERM

      1.1 PURPOSE. The Plan is intended to provide those persons who have
substantial responsibility for the management and growth of TEPPCO with
additional incentives to increase the earnings of TEPPCO Partners, L.P.

      1.2 TERM OF PLAN. The Plan is effective January 1, 2000. No awards shall
be granted under the Plan after December 31, 2009.


                                       I-1

<PAGE>

                                   ARTICLE II

                                   DEFINITIONS

      The words and phrases defined in this Article shall have the meaning set
out in these definitions throughout the Plan, unless the context in which any
such word or phrase appears reasonably requires a broader, narrower, or
different meaning.

      2.1 "AFFILIATE" means an entity that is treated as a single employer
together with TEPPCO for certain employee benefit purposes under section 414 of
the Code.

      2.2 "AVERAGE ASSET BASE" means the quarterly average, during the
Performance Period, of the Partnership's gross property, plant and equipment,
plus (a) products linefill, (b) crude linefill, (c) goodwill, (d) gross
intangible asset value, and (e) equity investments, minus retired capital.

      2.3 "AWARD" means a bonus opportunity granted under the Plan.

      2.4 "AWARD AGREEMENT " means the written agreement between TEPPCO and a
Grantee that sets forth the terms of an Award.

      2.5 "BENCHMARK" means the figure specified in an Award Agreement as the
baseline for purposes of determining whether there has been improvement in the
economic performance of the Partnership. The Benchmark shall be the Economic
Value Added for the three-year period immediately preceding the Performance
Period, as determined by the Committee (calculated as if the references to
"Performance Period" in the definitions of "Economic Value Added", "Average
Asset Base" and "Cost of Capital" were references to the three-year period
immediately preceding the applicable Performance Period).

      2.6 "BOARD" means the board of directors of TEPPCO.

      2.7 "CAUSE" means (a) the willful and continued failure by the Grantee to
substantially perform his duties with TEPPCO or its Affiliates (other than such
failure resulting from his incapacity due to physical or mental illness) after
demand for substantial performance is delivered to him by TEPPCO which
specifically identifies the manner in which TEPPCO believes the Grantee has not
substantially performed his duties; (b) the willful engaging by the Grantee in
gross misconduct materially and demonstrably injurious to the property or
business of TEPPCO or any of its Affiliates; or (c) the willful material
violation of any TEPPCO policies regarding the protection of confidential and/or
proprietary information or the material violation of any non-compete agreement
between the Grantee and TEPPCO. For purposes of this definition, no act or
failure to act on the Grantee's part will be considered willful unless done or
omitted to be done, by him not in good faith and without reasonable belief that
his action or omission was in the best interests of TEPPCO or its Affiliates or
not opposed to the interests of TEPPCO or its Affiliates.


                                      II-1
<PAGE>

      2.8 "CHANGE IN CONTROL" means:

            (i) any person becomes the beneficial owner, directly or in-
directly, of securities of the Partnership representing 66 percent or more of
the Partnership's then outstanding Units; or

            (ii) any person becomes the beneficial owner, directly or
indirectly, of 50 percent or more of the Units and TEPPCO delivers notice of
withdrawal or is otherwise removed as the general partner of the Partnership; or

            (iii) the merger or consolidation of the Partnership with one or
more corporations, business trusts, common law trusts or unincorporated
businesses, including, without limitation, a general partnership, a limited
partnership or a limited liability company, pursuant to a written agreement of
merger or consolidation in accordance with Article 16 of the Second Amended and
Restated Agreement of Limited Partnership of TEPPCO Partners, L.P., dated
November 30, 1998, as it may be amended from time to time, and TEPPCO delivers
notice of withdrawal or is otherwise removed as the general partner of the
Partnership; or

            (iv) any person is or becomes the beneficial owner, directly or
indirectly, of securities of TEPPCO representing more than 50 percent of the
combined voting power of TEPPCO's then outstanding voting securities; or

            (v) all or substantially all of the assets and business of TEPPCO,
the Partnership, TE Products Pipeline Company, Limited Partnership or TCTM, L.P.
are sold, transferred or assigned to, or otherwise acquired by, any person or
persons; or

            (vi) the dissolution or liquidation of the Partnership, TE Products
Pipeline Company, Limited Partnership, TCTM, L.P. or TEPPCO; or

            (vii) the adoption by the Board of a resolution to the effect that
any person has acquired effective control of the business and affairs of TEPPCO,
the Partnership or TE Products Pipeline Company, Limited Partnership or TCTM,
L.P.

      For purposes of this definition, the term "beneficial owner" shall have
      the meaning set forth in Section 13(d) of the Securities Exchange Act of
      1934, as amended, and in the regulations promulgated thereunder. The term
      "person" shall mean an individual, corporation, partnership, trust,
      unincorporated organization, association or other entity provided that the
      term "person" shall not include (a) Duke Energy Corporation ("Duke"), (b)
      any affiliate of Duke, or (c) any employee benefit plan maintained by Duke
      or any affiliate of Duke. For purposes of this definition, the term
      "affiliate" or "affiliates" shall mean when used with respect to a
      specified person or entity, any other person or entity directly or
      indirectly controlled by, controlling, or under direct or indirect common
      control with the specified person or entity. For the purpose of this
      definition, "control" or


                                      II-2
<PAGE>

      "controlled" when used with respect to any specified person or entity
      means the power to direct the management and policies of that person or
      entity whether through the ownership of voting securities, membership
      interest or by contract.

      2.9 "CODE" means the Internal Revenue Code of 1986, as amended.

      2.10 "COMMITTEE" means members of the Compensation Committee of the Board.

      2.11 "COST OF CAPITAL" means the weighted average cost of the
Partnership's capitalization as approved by the Committee at the date of an
Award grant.

      2.12 "DISABILITY" means the Separation From Service of a Grantee due to a
medically determinable mental or physical impairment which shall prevent the
Grantee from engaging in any substantial gainful activity and which can be
expected to result in death or which has lasted or can be expected to last for a
continuous period of not less than twelve months and which (a) was not
contracted, suffered or incurred while the Grantee was engaged in, or did not
result from having engaged in, a felonious criminal enterprise; (b) did not
result from addiction to narcotics; (c) did not result from an injury incurred
while a member of the Armed Forces of the United States for which the Grantee
receives a military pension; and (d) did not result from an intentionally
self-inflicted injury.

      2.13 "EBITDA" means the Partnership's earnings before minority interest,
interest expense-net, other income-net, income taxes, depreciation and
amortization as presented in the Partnership's financial statements prepared in
accordance with GAAP plus TEPPCO's proportional share of the EBITDA of its
equity investments, except that for purposes of the Plan, in its discretion the
Committee may exclude gains or losses from extraordinary, unusual or
non-recurring items.

      2.14 "ECONOMIC VALUE ADDED" means the average annual EBITDA for the
Performance Period minus the product of Average Asset Base and the Cost of
Capital for such Performance Period.

      2.15 "EMPLOYEE" means a person who is employed by TEPPCO as a common law
employee.

      2.16 "FAIR MARKET VALUE" means the average of the closing prices of a Unit
as reported on the New York Stock Exchange, Inc. Composite Transactions
Reporting System over the ten consecutive trading days immediately preceding the
last day of the Performance Period.

      2.17 "GAAP" means United States of America generally accepted accounting
principles, consistently applied, or, when none apply, other sound accounting
methodology as determined by the Committee.

      2.18 "GRANTEE" means an Employee who has been granted an Award under the
Plan.

      2.19 "LONG TERM INCENTIVE UNIT" means an interest that is awarded under
the Plan pursuant to an Award Agreement solely for the purpose of measuring and
defining the incentive compensation payable under the Plan.


                                      II-3
<PAGE>

      2.20 "PARTNERSHIP" means TEPPCO Partners, L.P., a Delaware limited
partnership.

      2.21 "PERFORMANCE PERIOD" means the three-year period of time that
commences on the date effective as of which the Award is granted, or such
shorter period of time as the Committee specifies in the Award Agreement.

      2.22 "PLAN" means the Texas Eastern Products Pipeline Company, LLC 2000
Long Term Incentive Plan, as set forth in this document and as it may be amended
from time to time.

      2.23 "RETIREMENT" means the Separation From Service of a Grantee after his
attaining the age of 55 and completing five Years of Service.

      2.24 "SEPARATION FROM SERVICE" means the termination of the employment
relationship between the Grantee and TEPPCO and all Affiliates.

      2.25 "SPOUSE" means the person to whom the Grantee is married under local
law.

      2.26 "TEPPCO" means Texas Eastern Products Pipeline Company, LLC, a
Delaware limited liability company.

      2.27 "UNIT" means a limited partnership unit in the Partnership.

      2.28 "VESTED INTEREST" means a Grantee's nonforfeitable interest in his
Award determined under the terms of his Award Agreement.

      2.29 "YEARS OF SERVICE" means years of service for which a Grantee is
granted credit for vesting purposes under a retirement plan maintained by TEPPCO
which is intended to qualify under section 401(a) of the Code.


                                      II-4
<PAGE>

                                  ARTICLE III

                                     AWARDS

      3.1 GRANTING OF AWARDS. The Committee may grant to those officers and
other key employees of TEPPCO as it shall determine Awards under the terms and
conditions of the Plan.

      3.2 TERMS OF AWARDS. The terms of each Award shall be specified in an
Award Agreement. An Award Agreement shall specify (a) the number of Long Term
Incentive Units subject to the Award, (b) the effective date of the Award, (c)
the vesting provisions that shall apply for purposes of determining the
Grantee's Vested Interest applicable to the Award (which shall be based upon a
specified increase in the Economic Value Added over a Benchmark), (d) the
Benchmark applicable to the Award, and (e) any other provisions that the
Committee deems appropriate.

      3.3 SPECIAL LEDGER. The Committee shall establish or cause to be
established an appropriate record that will reflect the name of each Grantee and
all other information necessary to properly reflect each Grantee's Awards made
by the Committee.


                                     III-1
<PAGE>

                                   ARTICLE IV

                       CALCULATION AND PAYMENT OF BENEFITS

      4.1 PERIODIC PAYMENTS. Each time a cash distribution is paid to a Unit
owner during the Performance Period for which an Award was granted to a Grantee,
TEPPCO shall pay to the Grantee, if the Grantee is then an Employee, an amount
equal to the product of the number of Long Term Incentive Units granted under
the Award and the amount of the cash distribution paid per Unit by the
Partnership.

      4.2 TERMINAL VALUE PAYMENTS. Except as otherwise specified in an Award
Agreement pursuant to Section 4.3, as soon as administratively practicable after
the end of the Performance Period, the Committee shall determine the amount of
Economic Value Added during the Performance Period. Then, unless the Grantee has
incurred a Separation From Service during the Performance Period due to his
resignation (other than as a result of his death, Disability or Retirement) or
due to the termination of his employment by TEPPCO for Cause, the Committee
shall determine the amount of a Grantee's Vested Interest in his Award granted
for the Performance Period. If the Grantee is an Employee on the last day of the
Performance Period, as soon as administratively practicable after the
Performance Period, subject to the following provisions of this Section 4.2,
TEPPCO shall pay the Grantee an amount equal to the product of (A), (B) and (C)
where (A) is Grantee's Vested Interest in his Award, (B) is the number of the
Grantee's Long Term Incentive Units granted under his Award, and (C) is the Fair
Market Value of a Unit. If the Grantee incurs a Separation From Service during
the Performance Period as a result of his death, Disability or Retirement, then
as soon as administratively practicable after the Performance Period, subject to
the following provisions of this Section 4.2, TEPPCO shall pay to the Grantee
(or in the event of the Grantee's death, his Spouse or estate, as applicable) an
amount equal to the product of the amount determined under the preceding
sentence and a fraction, the numerator of which is the number of days that have
elapsed during the Performance Period prior to the Grantee's Separation From
Service and the denominator of which is the number of days in the Performance
Period. Except as expressly provided otherwise in an Award Agreement, if TEPPCO
does not have sufficient funds to satisfy its obligations under an Award
immediately after the expiration of the applicable Performance Period, TEPPCO
shall pay to the Grantee amounts due under this Section 4.2 if, as and when
TEPPCO has sufficient funds to make payments under the Award. Except as
expressly provided otherwise in an Award Agreement, TEPPCO shall not be
obligated to borrow funds or use borrowed funds to satisfy its obligations under
this Section 4.2.

      4.3 CHANGE IN CONTROL. The Committee may specify in an Award Agreement the
effect of a Change in Control on an Award.

      4.4 FORM OF PAYMENT UNDER AN AWARD. All payments under Awards shall be in
the form of cash.

      4.5 NO INTEREST ON AWARD. No interest shall be credited with respect to
any Award or any payment under an Award.


                                     IV-1
<PAGE>

      4.6 PAYMENT(S) ON DEATH OF GRANTEE. Upon the death of a Grantee before he
has been paid his entire benefits under his Award, his benefits under his Award
shall be paid to the Grantee's Spouse if the Spouse survives the Grantee, or to
the Grantee's estate if the Grantee's Spouse does not survive the Grantee. Any
payment under this Section 4.6 shall be made at the same time the payment would
have been made to the Grantee if he had been alive.

      4.7 FORFEITURE FOR CAUSE. Notwithstanding any other provisions of the
Plan, if the Committee finds by a majority vote after full consideration of the
facts that a Grantee was discharged from the employ of TEPPCO or an Affiliate
for Cause, the Grantee shall forfeit all outstanding Awards. The decision of the
Committee as to the cause of the Grantee's discharge shall be final. No decision
of the Committee shall affect the finality of the discharge of the Grantee.

      4.8 ADJUSTMENTS DUE TO CHANGES IN THE PARTNERSHIP'S OR TEPPCO'S CAPITAL
STRUCTURE. If the Partnership shall effect a subdivision or consolidation of
Units or other capital readjustment, or other increase or reduction of the
number of Units outstanding, without receiving compensation for it in money,
services or property, then the number of Long Term Incentive Units subject to
outstanding Awards under the Plan shall be appropriately adjusted by the
Committee in such a manner as to entitle a Grantee to receive the equivalent
compensation he would have received under the Award had there been no event
requiring the adjustment.

      If while Awards remain outstanding under the Plan (a) the Partnership or
TEPPCO shall not be the surviving entity in any merger, consolidation or other
reorganization (or survives only as a subsidiary of an entity other than an
entity that was wholly-owned by the Partnership or TEPPCO immediately prior to
such merger, consolidation or other reorganization), (b) the Partnership or
TEPPCO sells, leases or exchanges or agrees to sell, lease or exchange all or
substantially all of its assets to any other person or entity (other than an
entity wholly-owned by the Partnership or TEPPCO), (c) the Partnership or TEPPCO
is to be dissolved, or (d) the Partnership or TEPPCO is a party to any other
corporate transaction (as defined under Section 424(a) of the Code and
applicable Department of Treasury Regulations) that is not described in clauses
(a), (b) or (c) of this sentence (each such event is referred to herein as a
"Corporate Change"), then (x) except as otherwise provided in an Award
Agreement, no later than ten days after the approval by the Partnership or
TEPPCO of such Corporate Change, the Board, acting in its sole and absolute
discretion without the consent or approval of any Grantee, may accelerate the
expiration of the Performance Period and/or make such other adjustments to an
Award then outstanding as the Board deems appropriate to reflect such Corporate
Change.


                                      IV-2
<PAGE>

                                   ARTICLE V

                                 ADMINISTRATION

      5.1 GENERAL. The Plan shall be administered by the Committee. All
questions of interpretation and application of the Plan and Awards shall be
subject to the determination of the Committee. A majority of the members of the
Committee shall constitute a quorum. All determinations of the Committee shall
be made by a majority of its members. Any decision or determination reduced to
writing and signed by a majority of the members shall be as effective as if it
had been made by a majority vote at a meeting properly called and held.

      5.2 POWERS OF COMMITTEE. The Committee shall have the exclusive
responsibility for the general administration of the Plan according to the terms
and provisions of the Plan and will have all the powers necessary to accomplish
those purposes, including but not by way of limitation the right, power and
authority:

                  (a) to make rules, regulations and administrative guidelines
for the administration of the Plan;

                  (b) to construe all terms, provisions, conditions and
limitations of the Plan;

                  (c) to correct any defect, supply any omission or reconcile
any inconsistency that may appear in the Plan in the manner and to the extent it
deems expedient to carry the Plan into effect for the greatest benefit of all
parties at interest;

                  (d) to determine all controversies relating to the
administration of the Plan, including but not limited to:

                        (1) differences of opinion arising between TEPPCO and a
Grantee; and

                        (2) any question it deems advisable to determine in
order to promote the uniform administration of the Plan for the benefit of all
parties at interest;

                  (e) to determine the Employees who shall participate in the
Plan from time to time;

                  (f) to determine the number of Long Term Incentive Units to be
awarded to each Grantee; and

                  (g) to determine the terms and conditions, if any, not
inconsistent with the terms of the Plan that are to be placed upon the Award or
Awards given to a particular Grantee.

      5.3 COMMITTEE DISCRETION. The Committee in exercising any power or
authority granted under the Plan or in making any determination under the Plan
shall perform or refrain


                                      V-1
<PAGE>

from performing those acts in its sole discretion and judgment. Any decision
made by the Committee or any refraining to act or any act taken by the Committee
in good faith shall be final and binding on all parties. The Committee's
decisions shall never be subject to de novo review, but instead shall only be
overturned if found to be arbitrary or capricious by an arbitrator or a court of
law.

      5.4 DISQUALIFICATION OF COMMITTEE MEMBER. A member of the Committee shall
not vote or act on any Plan matter relating solely to himself.


                                      V-2
<PAGE>

                                   ARTICLE VI

                        AMENDMENT OR TERMINATION OF PLAN

      The Board may amend, terminate or suspend the Plan at any time, in its
sole and absolute discretion. However, no amendment or termination of the Plan
may, without the consent of a Grantee, reduce the Grantee's right to a payment
under the Plan that he is entitled to receive under the terms of the Plan in
effect prior to the amendment or termination.


                                      VI-1
<PAGE>

                                  ARTICLE VII

                                     FUNDING

      7.1 PAYMENTS UNDER THE PLAN ARE THE OBLIGATION OF TEPPCO. Benefits due
under the Plan will be paid by TEPPCO.

      7.2 GRANTEES MUST RELY SOLELY ON THE GENERAL CREDIT OF TEPPCO. The Plan is
only a general corporate commitment of TEPPCO and each Grantee must rely solely
upon the general credit of TEPPCO for the fulfillment of its obligations
hereunder. Under all circumstances the rights of the Grantee to any asset held
by TEPPCO will be no greater than the rights expressed in the Plan. Nothing
contained in the Plan or an Award will constitute a guarantee by TEPPCO that the
assets of TEPPCO will be sufficient to pay any benefits under the Plan or would
place the Grantee in a secured position ahead of general creditors of TEPPCO;
the Grantees are only unsecured creditors of TEPPCO with respect to their Plan
benefits and the Plan constitutes a mere promise by TEPPCO to make benefit
payments in the future. No specific assets of TEPPCO have been or will be set
aside, or will be pledged in any way for the performance of TEPPCO's obligations
under the Plan which would remove such assets from being subject to the general
creditors of TEPPCO.

      7.3 UNFUNDED ARRANGEMENT. It is intended that the Plan shall be unfunded
for tax purposes and for purposes of Title of the Employee Retirement Income
Security Act of 1974, as amended.


                                      VII-I
<PAGE>

                                  ARTICLE VIII

                                  MISCELLANEOUS

      8.1 NO EMPLOYMENT OBLIGATION. The granting of any Award shall not
constitute an employment contract, express or implied, nor impose upon TEPPCO or
any Affiliate any obligation to employ or continue to employ the Grantee. The
right of TEPPCO or any Affiliate to terminate the employment of any person shall
not be diminished or affected by reason of the fact that an Award has been
granted to him.

      8.2 TAX WITHHOLDING. TEPPCO shall be entitled to deduct from the Award or
other compensation payable to each Grantee any sums required by federal, state,
or local tax law to be withheld with respect to payments under an Award.

      8.3 INDEMNIFICATION OF THE COMMITTEE. TEPPCO shall indemnify each present
and future member of the Committee against, and each member of the Committee
shall be entitled without further act on his part to indemnity from TEPPCO for,
all expenses (including attorney's fees, the amount of judgments and the amount
of approved settlements made with a view to the curtailment of costs of
litigation, other than amounts paid to TEPPCO itself) reasonably incurred by him
in connection with or arising out of any action, suit, or proceeding in which he
may be involved by reason of his being or having been a member of the Committee,
whether or not he continues to be a member of the Committee at the time of
incurring the expenses -- including, without limitation, matters as to which he
shall be finally adjudged in any action, suit or proceeding to have been found
to have been negligent in the performance of his duty as a member of the
Committee. However, this indemnity shall not include any expenses incurred by
any member of the Committee in respect of matters as to which he shall be
finally adjudged in any action, suit or proceeding to have been guilty of gross
negligence or willful misconduct in the performance of his duty as a member of
the Committee. In addition, no right of indemnification under the Plan shall be
available to or enforceable by any member of the Committee unless, within 60
days after institution of any action, suit or proceeding, he shall have offered
TEPPCO, in writing, the opportunity to handle and defend same at its own
expense. This right of indemnification shall inure to the benefit of the heirs,
executors or administrators of each member of the Committee and shall be in
addition to all other rights to which a member of the Committee may be entitled
as a matter of law, contract, or otherwise.

      8.4 GENDER AND NUMBER. If the context requires, words of one gender when
used in the Plan shall include the other and words used in the singular or
plural shall include the other.

      8.5 HEADINGS. Headings of Articles and Sections are included for
convenience of reference only and do not constitute part of the Plan and shall
not be used in construing the terms of the Plan.

      8.6 OTHER COMPENSATION PLANS. The adoption and maintenance of the Plan
shall not affect any other stock option, incentive or other compensation or
benefit plans in effect for TEPPCO or any Affiliate or preclude TEPPCO from
establishing any other forms of incentive or other compensation for employees of
TEPPCO or any Affiliate.


                                     VIII-1
<PAGE>

      8.7 RIGHTS OF COMPANY AND AFFILIATES. The existence of Long Term Incentive
Units shall not affect in any way the right or power of TEPPCO or an Affiliate
to (a) make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in TEPPCO's or an Affiliate's structure or
business, (b) approve and consummate any merger or consolidation of TEPPCO or an
Affiliate with or into any entity, (c) issue any bonds, debentures or Company or
Affiliate interests of any nature whatsoever to any person, (d) approve and
consummate the dissolution or liquidation of TEPPCO or an Affiliate or any sale
or transfer of all or any part of TEPPCO's or an Affiliate's assets or business
or (e) approve and consummate any other act or proceeding whether of a similar
character or otherwise.

      8.8 NONALIENATION OF BENEFITS. No benefit provided under the Plan shall be
transferable by the Grantee except pursuant to a state domestic relations order.
No right or benefit under the Plan shall be subject to anticipation, alienation,
sale, assignment, pledge, encumbrance or charge. Any attempt to anticipate,
alienate, sell, assign, pledge, encumber or charge any right or benefit under
the Plan shall be void. No right or benefit under the Plan shall, in any manner,
be liable for or subject to any debts, contracts, liabilities or torts of the
person entitled to the right or benefit. If any Grantee becomes bankrupt or
attempts to anticipate, alienate, assign, pledge, sell, encumber or charge any
right or benefit under the Plan then the right or benefit shall, in the
discretion of the Committee, cease. In that event, TEPPCO and/or one or more
Affiliates may hold or apply the right or benefit or any part of the right or
benefit for the benefit of the Grantee, his or her spouse, children or other
dependents or any of them in the manner and in the proportion that the Committee
shall deem proper, in its sole discretion, but is not required to do so. The
restrictions in this Section 8.8 shall not apply to state domestic relations
orders.

      8.9 NO RIGHTS AS AN OWNER. No Grantee shall have any rights as a Unit
owner as a result of his Award. No Award will permit any Grantee to exercise any
managerial rights or powers with respect to TEPPCO, the Partnership or any
Affiliate.

      8.10 GOVERNING LAW. The validity, interpretation, construction and
enforceability of the Plan shall be governed by the laws of the State of Texas.


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<PAGE>

      IN WITNESS WHEREOF, TEPPCO has caused this Agreement to be executed by its
authorized officer on this 8th day of March, 2001, effective as of January 1,
2000.

                              TEXAS EASTERN PRODUCTS PIPELINE COMPANY, LLC


                              By:     /s/  BARRY R. PEARL
                                      ------------------------------------------
                              Title:       President and Chief Executive Officer
                                      ------------------------------------------


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