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                                                                   EXHIBIT 10.46

                              AMENDED AND RESTATED
                  TEXAS EASTERN PRODUCTS PIPELINE COMPANY, LLC
                     MANAGEMENT INCENTIVE COMPENSATION PLAN

I.    PURPOSE

      The purpose of this Plan is to aid TEPPCO in retaining and motivating
      management employees of high caliber and good potential to manage and
      operate TEPPCO and the Partnership and to aid the Partnership to meet its
      performance objectives. It is the judgment of the Board that, in order to
      achieve these objectives, TEPPCO must provide incentive compensation to
      those individuals who significantly contribute to the successful operation
      of TEPPCO, and the Partnership.

II.   EFFECTIVE DATE

      The Plan shall be and is hereby adopted effective as of January 1, 2003,
      and Awards under the Plan may be made with respect to the 2003 Plan Year
      and each subsequent Plan Year.

III.  DEFINITIONS

      Unless the meaning is clearly different when used in context, these terms
      shall have the following meanings when used either in this Plan document
      or in the annual Administrative Guidelines:

            A.    "Administrative Guidelines" shall mean the interpretive
                  guidelines approved annually by the Committee to provide the
                  administration of the Plan including the method by which
                  incentive compensation payments will be determined.

            B.    "Board" shall mean the Board of Directors of Texas Eastern
                  Products Pipeline Company, LLC.

            C.    "CEO" shall mean the Chief Executive Officer of TEPPCO.

            D.    "Chairman" shall mean the Chairman of the Committee.

            E.    "Compensation Committee" or "Committee" shall mean the
                  compensation committee of the Board.

            F.    "Eligible Employee" shall mean a person who is a regular,
                  full-time salaried employee of TEPPCO and performs services on
                  a full-time basis for TEPPCO, and/or the Partnership.
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            G.    "Duke Energy" shall mean Duke Energy Corporation, Duke Energy
                  Field Services, L.P. and their Subsidiaries.

            H.    "Management Incentive Compensation Award" or "Award" shall
                  mean the amount of incentive compensation payable in
                  accordance with Article VIII to a Participant with respect to
                  a Plan Year as determined by considering such criteria as the
                  CEO and the Committee, in their sole discretion, deem
                  appropriate and consistent with the Plan.

            I.    "Operating Income" shall mean total operating revenues less
                  operating expenses, depreciation and amortization as shown on
                  the financial statements of the Partnership, as the case may
                  be.

            J.    "Participant" or "Participants" shall mean an individual(s) to
                  whom an opportunity for incentive compensation hereunder has
                  been given under Article VI or VII.

            K.    "Partnership" shall mean TEPPCO Partners, L.P.

            L.    "Partnership Objectives" shall include providing the
                  Partnership and its Subsidiaries with the cash necessary to
                  meet capital expenditures, principal repayments, interest
                  payments and distributions, and such other objectives relating
                  to the financial performance of the Partnership as the
                  Committee shall determine.

            M.    "Plan" or "TEPPCO MICP" shall mean this Texas Eastern Products
                  Pipeline Company, LLC Management Incentive Compensation Plan.

            N.    "Plan Year" shall mean each 12-month period beginning on
                  January 1 and ending on December 31.

            O.    "Special Incentive Award" shall mean the amount of special
                  incentive compensation that a Participant may be awarded as
                  determined pursuant to Articles VII and VIII.

            P.    "Subsidiary" shall mean any legal entity in which Duke Energy
                  or the Partnership, as the case may be, directly or indirectly
                  owns more than 50% of the issued and outstanding voting
                  interests.

            Q.    "Target Award" shall mean for any Plan Year the amount of
                  incentive compensation expressed as a percentage of the
                  Participant's actual base salary earnings during such Plan
                  Year that shall be payable if the Participant's Personal
                  Objectives and the Partnership Objective are fully achieved.


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            R.    "TEPPCO" shall mean Texas Eastern Products Pipeline Company,
                  LLC and/or any other company that adopts the Plan for the
                  benefit of its employees with the authorization and approval
                  of the Board. Any such adoption shall be subject to any terms
                  and conditions prescribed by the Board.

IV.   ADMINISTRATIVE AND INTERPRETATION

            A.    The Plan shall be administered by the Committee or its
                  designee. The Committee shall have sole and absolute
                  discretion to construe and interpret the Plan and any
                  instrument or agreement related thereto, including without
                  limitation, the power to construe and interpret doubtful or
                  contested terms herein and therein, and, subject to the
                  provisions set forth, herein, to prescribe, amend and rescind
                  rules and regulations and make all other determinations
                  necessary or desirable for the Plan's administration.

            B.    Notwithstanding any provision of law, or any explicit or
                  implicit provision of this document, any action taken, or
                  finding, interpretation, ruling or decision made by the
                  Committee in the exercise of any of its rights, powers,
                  authority or duties under this Plan shall be final and
                  conclusive as to all parties, including without limitation all
                  Participants and former Participants, regardless of whether
                  the Committee or one or more of its members may have an actual
                  or potential conflict of interest with respect to the subject
                  matter of the action, finding, interpretation, ruling or
                  decision. No final action, finding, interpretation, ruling or
                  decision of the Committee shall be subject to de novo review
                  in any judicial proceeding. No final action, finding,
                  interpretation, ruling or decision of the Committee may be set
                  aside unless it is held to have been arbitrary and capricious
                  by a final judgment of a court having jurisdiction with
                  respect to the issue. Nothing in the Plan shall be deemed to
                  give any officer or employee of TEPPCO, or his or her legal
                  representatives or assigns, any right to participate in the
                  Plan, except to such extent, if any, as the Committee may
                  authorize pursuant to the provisions of the Plan.

            C.    The Committee shall have sole and absolute discretion to
                  determine an individual's eligibility to participate, whether
                  the performance of a Participant warrants an Award pursuant to
                  the Plan and any instrument or agreement relating thereto, and
                  the amount of any such Award. However, with respect to
                  employees other than the CEO, the CEO shall recommend to the
                  Committee whether each such employee is eligible to
                  participate, whether the performance of such employee warrants
                  an Award and the amount of such Award.


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            D.    This Plan shall be governed by, construed and enforced in
                  accordance with the internal laws of the State of Texas and,
                  where applicable, the laws of the United States.

            E.    Notwithstanding anything herein to the contrary, terms of
                  participation in the Plan by the officers of TEPPCO will be at
                  the absolute and sole discretion of the Committee and shall be
                  a matter for action by the Committee only.

V.    ELIGIBLE EMPLOYEES

            A.    The CEO shall submit a list to the Committee of those Eligible
                  Employees who he or she believes should be participating in
                  the Plan prior to the beginning of each Plan Year. The
                  Committee shall then determine which Eligible Employees shall
                  be Participants with respect to such Plan Year. Members of the
                  Committee and any member of the Board who is not an employee
                  of TEPPCO are ineligible to receive Awards under this Plan.

            B.    Employees who subsequently become Eligible Employees during
                  the Plan Year may become Participants, with the approval of
                  the CEO and the Chairman, but will only be eligible for an
                  Award calculated pro rata on the period of actual service
                  during the Plan Year.

VI.   TARGET AWARDS

            A.    With assistance of the CEO (See Article IV), the Committee
                  shall assign each Eligible Employee, who is designated a
                  Participant pursuant to Article V, a Target Award. Such Target
                  Award will determine the incentive compensation that may be
                  paid to the Participant if all Personal Objectives and
                  Partnership Objectives are fully achieved. The Target Award
                  shall be determined in accordance with the Administrative
                  Guidelines.

            B.    Participants who receive a promotion during a Plan Year to a
                  position that is generally recognized to have a higher Target
                  Award, will be given a Target Award commensurate with their
                  new position, which will be applicable to the salary earned
                  between the effective date of the promotion and the end of the
                  Plan Year.

            C.    The CEO and the Committee shall designate what portion of the
                  Target Award will be earned if the Participant completes his
                  or her Personal Objectives and what portion of the Target
                  Award will be earned if the Partnership achieves the
                  Partnership Objectives.


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            D.    At the beginning of each Plan year, all Participants eligible
                  for a Target Award must establish Personal Objectives, which
                  will be stated in specific, measurable terms that will be
                  directly related to activities which will improve operating
                  results. Personal Objectives must be approved by the CEO and
                  the Committee. Such Personal Objectives provide the sole basis
                  for evaluating individual achievement at the end of the
                  applicable Plan year and the amount of the Award earned under
                  the Personal Objective component.

            E.    At the beginning of the Plan year the CEO and the Committee
                  shall establish Partnership Objectives for the Plan Year. Such
                  Partnership Objectives shall state the financial targets which
                  must be achieved for Participants to realize the full measure
                  of that portion of Target Awards determined by Partnership
                  Objectives.

            F.    Target Awards will be rounded to the nearest $100.

            G.    The Participant's Personal Objectives may be revised from time
                  to time during the Award determination period at the
                  discretion of the Committee.

VII.  SPECIAL INCENTIVE AWARDS

      When appropriate, and subject to the approval of the Committee, the CEO
      may recommend, in his or her sole and absolute discretion, a Special
      Incentive Award in recognition of exemplary performance on a specific
      project or problem to any regular, full-time employee of TEPPCO who
      performs services for TEPPCO and who has not been granted a Target Award
      under Article VI. The amount of such Special Incentive Award shall be
      determined pursuant to Article VIII.

VIII. AMOUNT OF INCENTIVE COMPENSATION AWARDS

            A.    At the close of each Plan Year, the CEO shall recommend the
                  amount of each Award to be paid to each Participant, other
                  than the CEO (if participating), and shall submit the
                  recommendation to the Committee. The recommendation with
                  respect to an Award shall be based on the following
                  guidelines:

                  1.    A Participant shall be eligible for an Award based upon
                        accomplishment of Personal Objectives and Partnership
                        Objectives as outlined in the Administrative Guidelines.
                        Participants who terminate their employment by reason of
                        death, disability (as determined by the Committee in its
                        sole discretion) or retirement under a retirement plan
                        in which TEPPCO participates, may be


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                        eligible for an Award based on a pro rata portion of
                        their pro rata portion of their Target Award. If a
                        Participant terminates for any other reason, he or she
                        will not be entitled to any portion of a Target Award.

                  2.    If no Award is payable in accordance with the provisions
                        of Item 1 directly above, a Participant may nevertheless
                        be granted an Award based on his or her individual
                        performance during the Plan Year. Such recommendations
                        with respect to Special Incentive Awards shall be based
                        upon such guidelines as the CEO shall deem appropriate
                        in his or her sole discretion.

            B.    After the CEO makes his or her recommendation, the Committee
                  shall meet for the purpose of determining the amounts and
                  approving the payment of Awards. The Committee shall base its
                  determination on the amount of any Award for the CEO
                  (providing the CEO is a Participant) upon the guidelines set
                  forth in Paragraph A above and such other factors as the
                  Committee, in its sole discretion, shall determine.

            C.    In no event shall an Award exceed 100% of the Participant's
                  actual base annual salary during the Plan Year, nor shall a
                  Special Incentive Award exceed 20% of the Participant's actual
                  base annual salary during the Plan Year.

            D.    Awards are not to be considered compensation of an employee
                  for purposes of calculating pensions or other benefits unless
                  the terms of a pension or other benefit plan, program or
                  agreement specifically provides that the Award shall be
                  considered in the calculation of such benefits.

IX.   FORM AND SETTLEMENT OF INCENTIVE COMPENSATION AWARDS

            A.    Awards shall be paid in cash by TEPPCO in a single lump sum
                  payment. The Committee shall have complete and absolute
                  authority to determine the settlement of each individual
                  Award. Awards shall be paid as soon as practicable following
                  approval by the Committee or its designee, but no later than
                  February 15 following the close of such Plan Year; provided
                  that no Award based on a Target Award shall be paid to any
                  Participant who is not an Eligible Employee as of the close of
                  such Plan Year, and no Special Incentive Award shall be paid
                  to any Participant who is not employed by TEPPCO as of the
                  close of such Plan Year. For purposes of the preceding
                  sentence, a Participant whose employment is terminated on
                  account of death, disability (as determined by the Committee
                  in its sole discretion) or retirement under a retirement plan
                  in which TEPPCO participates will be deemed to be employed as
                  of the close of such Plan Year.


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            B.    If a Participant dies before the payment of an Award, without
                  having forfeited rights to the payment, such unpaid Award
                  shall be paid to the Participant's surviving spouse, or if no
                  surviving spouse exists, to his or her estate or legal
                  representative.

            C.    Should a Participant become incompetent or payment otherwise
                  becomes due to a person who is a minor or incompetent, the
                  Committee is authorized to pay the funds due to the parent of
                  the minor or to the guardian of the minor or incompetent or
                  directly to the minor or to apply those funds for the benefit
                  of the minor or incompetent in any manner the Committee
                  determines in its sole discretion.

            D.    TEPPCO shall calculate the deductions from the Award paid
                  under the Plan for any taxes required to be withheld by
                  federal, state or local government and shall cause them to be
                  withheld.

X.    LIMITATIONS

            A.    No Participant or any other person shall have any interest in
                  TEPPCO, Duke Energy, the Partnership or any other company
                  affiliated with TEPPCO and Duke Energy, any fund or in any
                  specific asset or assets of TEPPCO, Duke Energy, Partnership
                  or their affiliates by reason of an Award that has been made,
                  but has not been paid or distributed. No right or benefit
                  provided in this Plan shall be transferable by the Participant
                  except, upon his death, as provided in this Plan. No right or
                  benefit under this Plan shall be subject to anticipation,
                  alienation, sale, transfer, assignment, pledge, encumbrance,
                  attachment, or garnishment by creditors of the Participant or
                  the Participant's beneficiary. Any attempt to anticipate,
                  alienate, sell, assign, pledge, encumber, or charge the same
                  shall be void. No right or benefit under this Plan shall in
                  any manner be liable for or subject to any debts, contracts,
                  liabilities or torts of the person entitled to such benefits.
                  If any Participant or any beneficiary becomes bankrupt or
                  attempts to anticipate, alienate, sell assign, pledge,
                  encumber or charge any right or benefit under this Plan, that
                  right or benefit shall, in the discretion of the Committee,
                  cease. In that event, the Committee may have TEPPCO hold or
                  apply the right or benefit or any part of it to the benefit of
                  the Participant, his or her spouse, children or other
                  dependents or any of them in any manner and in any proportion
                  the Committee believes to be proper in its sole and absolute
                  discretion, but is not required to do so.

            B.    Nothing in this Plan shall be construed:


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                  1.    To give any employee of TEPPCO any right to be
                        designated a Participant in the Plan;

                  2.    To give a Participant any right to receive an Award
                        except in accordance with the terms of this Plan;

                  3.    To limit in any way the right of TEPPCO to terminate a
                        Participant's employment with TEPPCO at any time;

                  4.    To evidence any agreement or understanding, expressed or
                        implied, that TEPPCO will employ a Participant in any
                        particular position or for any particular remuneration;
                        or

                  5.    To give a Participant or any other person claiming
                        through him any interest or right under this Plan other
                        than that of an unsecured general creditor or TEPPCO.

            C.    Participants shall forfeit the right of payment of an Award in
                  the following circumstances (unless the Committee, in its
                  discretion, determines otherwise):

                  1.    If a Participant terminates his employment with TEPPCO
                        or if a Participant's employment is terminated by or
                        TEPPCO (with or without cause) prior to the payment of
                        an Award for any reason other than death, disability (as
                        determined by the Committee in its sole discretion) or
                        retirement under a retirement plan in which TEPPCO
                        participates;

                  2.    If the Participant engages in willful, deliberate or
                        gross misconduct; or

                  3.    If the Participant engages in competitive activities, or
                        activities to the detriment of TEPPCO, Duke Energy or
                        Partnership following the Participant's termination of
                        employment.

XI.   NATURE OF PLAN

      It is also specifically recognized by both TEPPCO and the Participants
      that this Plan is only a general corporate commitment and that each
      Participant must rely upon the general credit of TEPPCO for the
      fulfillment of its obligations hereunder. Under all circumstances the
      rights of Participants to any asset held by TEPPCO will be no greater than
      the rights expressed in this Plan. Nothing contained in this Plan shall
      constitute a guarantee by TEPPCO that the assets of TEPPCO will be
      sufficient to pay any benefits under this Plan or would place the
      Participant in a secured position ahead of general creditors of TEPPCO;
      the Participants are only unsecured creditors of TEPPCO with


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      respect to their Plan benefits and the Plan constitutes a mere promise by
      TEPPCO to make benefit payments in the future. Although TEPPCO may
      establish a rabbi trust to accumulate assets to fulfill its obligations,
      the Plan and the trust, if so established, will not create any lien,
      claim, encumbrance, right, title or other interest of any kind whatsoever
      in any Participant in any asset held by TEPPCO, contributed to the trust
      or otherwise designated to be used for payment of any of its obligations
      created in this agreement. No specific assets of TEPPCO have been or shall
      be set aside, or shall in any way be transferred to the trust or shall be
      pledged in any way for the performance of TEPPCO's obligations under this
      Plan which would remove such assets from being subject to the general
      creditors of TEPPCO.

XII.  AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN

      The Board may at any time amend, suspend or terminate the Plan, in whole
      or in part, except that no amendment, suspension or termination shall
      reduce any benefits payable to a Participant or his or her spouse, estate
      or legal representative or shall reduce any benefit awarded to a
      Participant prior to the date of such amendment, suspension or
      termination, except as provided in Section X of this Plan.

XIII. SUCCESSORS AND ASSIGNS

      The provisions of the Plan shall be binding upon TEPPCO and its successors
      and upon the Participants and their legal representatives.

IX.   UNFUNDED ARRANGEMENT

      It is intended that this Plan shall be unfunded for tax purposes and for
      purposes of Title 1 of the Employee Retirement Income Security Act of
      1974, as amended.

X.    MISCELLANEOUS

      Wherever applicable, the masculine pronoun as used herein shall be deemed
      to mean the feminine, the feminine pronoun the masculine, the singular the
      plural and the plural the singular.


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      IN WITNESS WHEREOF, the undersigned have executed this Plan this 6th day
of March, 2003.

                                   TEXAS EASTERN PRODUCTS PIPELINE COMPANY, LLC

                                   By /s/ BARRY R. PEARL
                                   --------------------------------------------
                                          President & Chief Executive Officer

ATTEST:

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