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                                                                   EXHIBIT 10.20

                              EMPLOYMENT AGREEMENT





         THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into this ____
day of December, 1998, by and between TEXAS EASTERN PRODUCTS PIPELINE COMPANY,
("TEPPCO") a Delaware corporation with its principal executive offices in
Houston, Texas and __________________("Executive").

         WHEREAS, Executive is now and for a number of years has been in the
employ of TEPPCO and TEPPCO desires to continue the employment of Executive and
to receive the benefit of the Executive's knowledge, experience, reputation and
contacts, and

         WHEREAS, the parties desire that this Agreement set forth the terms and
conditions of Executive's employment by TEPPCO and that it represents the entire
agreement of the parties with respect to that subject;

         NOW, THEREFORE, in consideration of the premises and of the mutual
covenants contained herein, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

         1.       Employment. TEPPCO hereby employs Executive, and Executive
hereby accepts to continue such employment, upon the terms and conditions set
forth herein.

         2.       Position and Duties.

                  (a)      Position. At all times during the term of employment
                           under this Agreement, Executive shall hold a position
                           of responsibility and importance with the functions,
                           duties and responsibility of _________ of TEPPCO. It
                           is expressly understood that nothing in the
                           immediately foregoing sentence shall preclude the
                           Chief Executive Officer of TEPPCO 



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                           ("CEO") from making such organizational and reporting
                           changes as well as promotions as the CEO may in good
                           faith deem desirable for the good of TEPPCO.

                  (b)      Duties. Executive's duties shall include, in addition
                           to those enumerated in the charter and bylaws of
                           TEPPCO, managing such functions or segments of
                           TEPPCO's business as may be directed from
                           time-to-time by the CEO. Executive acknowledges and
                           agrees that whatever his duties hereunder may be he
                           owes TEPPCO a duty of loyalty, fidelity and
                           allegiance to act at all times in the best interests
                           of TEPPCO and to do no act that would injure TEPPCO's
                           reputation.

                  (c)      Performance. Throughout the period of employment
                           Executive shall devote his full time and undivided
                           attention during normal business hours to the
                           business and affairs of TEPPCO, except for reasonable
                           vacation periods and except for periods of illness or
                           incapacity. Executive may reasonably participate as a
                           member in community, civic or similar organizations
                           and may pursue personal investments that do not
                           interfere with the normal business activities of
                           TEPPCO or TEPPCO Partners, L.P. ("Partnership").

                  (d)      Loyal and Conscientious Performance. Executive shall
                           act at all times in compliance with the policies,
                           rules and decisions adopted from time-to-time by
                           TEPPCO and perform all duties and obligations
                           required of him by this Agreement in a loyal and
                           conscientious manner.


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                  (e)      Location. Executive's office shall be located in
                           Houston, Texas, or such other place as CEO shall
                           designate.

                  (f)      Authority. Executive shall be vested with all
                           authority reasonably necessary to carry out his
                           duties and responsibilities as set forth in this
                           Section 2.

         3.       Term of Employment. The term of employment pursuant to this
Agreement shall commence on December 1, 1998 and shall continue until terminated
as hereinafter provided..

         4.       Base Compensation. Executive's base annual salary is $______.
This base compensation will be payable in equal installments as specified by the
policies of TEPPCO and subject to applicable state and federal income tax and
social security tax withholding requirements. Executive's base annual salary
shall be subject to increases by the Compensation Committee of the Board of
Directors of TEPPCO ("Compensation Committee"), which shall review the
Executive's salary and total compensation periodically.

         5.       Bonus. Executive shall be eligible to participate in the
annual bonus program for employees of TEPPCO. Such bonus shall be determined
under the terms of the Management Incentive Compensation Plan, Long Term
Incentive Compensation Plan, and any other bonus or compensation plan (whether
in effect on the date of this Agreement or thereafter) which shall be approved
by the Compensation Committee in January of each year.

         6.       Executive Benefits. Executive shall participate in all
benefit plans that are available to officers of TEPPCO. The availability and
terms of such benefit plans are set by the Compensation Committee and subject to
change from time-to-time. There is no assurance that the benefit plans will not
be changed or eliminated. Executive shall also be eligible to participate 


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in the Duke Energy Executive Cash Balance, Executive Savings Plans and any other
similar or dissimilar plans if such plans are made available to the officers of
TEPPCO.

         7.       Confidentiality. Executive shall not, at any time, use
(other than in the ordinary course of fulfilling his duties as an employee of
TEPPCO), divulge or otherwise disclose, either directly or indirectly, any
confidential or proprietary information (including without limitation any
customer or prospect list, supplier list, acquisition or merger targets,
business plans or strategies, data, records, or financial information)
concerning the business, policies or operations of TEPPCO, Partnership or their
affiliates, which Executive may have learned on or prior to the date hereof or
during the term of Executive's employment by TEPPCO (as employee, consultant,
shareholder, officer, controlling person, agent or otherwise) and which
information is not generally known to the public. Executive's obligations under
this Section 7 shall survive any termination of his employment.

         8.       Termination.

                  (a)      Notwithstanding anything to the contrary contained
                           herein, Executive may terminate his employment at any
                           time by resigning, and Executive's employment may be
                           terminated by TEPPCO at any time as follows:

                           (i)      due to the death of Executive;

                           (ii)     due to a disability which prevents Executive
                                    from performing the essential functions of
                                    his full duties for a period of ninety (90)
                                    consecutive business days at anytime during
                                    the term of this Agreement;

                           (iii)    for cause, which shall mean (w) the willful
                                    and continued failure by Executive to
                                    substantially perform his duties with TEPPCO
                                    or 


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                                    the Partnership or their affiliates (other
                                    than any such failure resulting from his
                                    incapacity due to physical or mental
                                    illness) after demand for substantial
                                    performance is delivered to him by the CEO
                                    which specifically identifies the manner in
                                    which the CEO believes the Executive has not
                                    substantially performed his duties, (x) the
                                    willful engaging by the Executive in gross
                                    misconduct materially and demonstrably
                                    injurious to the property or business of
                                    TEPPCO, Partnership or any of their
                                    affiliates, (y) the willful material
                                    violation of Section 7, or (z) fraud,
                                    misappropriation or commission of felony.
                                    For purposes of this subsection, no act or
                                    failure to act on the Executive'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 interest
                                    of the TEPPCO or the Partnership or not
                                    opposed to the interests of TEPPCO or the
                                    Partnership.

                           (iv)     for any reason other than death, disability
                                    or for cause.

                  (b)      In the event of Executive's resignation or early
                           termination pursuant to subsections 8(a)(i), (ii), or
                           (iii) directly above, Executive shall be entitled
                           only to his base salary earned through the date of
                           termination. Executive's rights to any bonus shall be
                           forfeited, but the termination shall not affect any
                           rights of Executive that have become vested under any
                           employee benefit plan or arrangement. In the event
                           that TEPPCO terminates Executive pursuant to
                           subsection 8(a)(iv) above, Executive shall be


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                           entitled to his base salary earned through the date
                           of termination plus a severance payment calculated in
                           accordance with the provisions of Section 9(a)
                           hereof.

                  (c)      This Agreement does not create any obligation on the
                           part of TEPPCO or Executive for continued employment
                           for a fixed period of time and in that regard,
                           Executive shall be an employee-at-will whose
                           employment can be terminated at any time for any
                           reason by TEPPCO or Executive. If TEPPCO decides to
                           terminate Executive, TEPPCO will cooperate with
                           Executive in determining when and how to announce
                           such termination. Executive shall not receive any
                           compensation for any period of time post-termination,
                           except for the severance benefits provided in Section
                           9 hereof.

         9.       Severance Payment.

                  (a)      In the event that within twelve (12) months following
                           a change in control as set forth in Section 9(b),
                           Executive's employment shall be involuntarily
                           terminated or Executive shall have a reduction in
                           responsibility, he shall be entitled to a lump sum
                           severance payment equal to two (2) times his base
                           annual salary plus two (2) times target bonus. For
                           the purposes of this Section 9(a), target bonus will
                           be the dollar amount approved under the MICP at the
                           most recent January meeting of the Compensation
                           Committee.

                  (b)      For the purposes of this Section 9, a "change in
                           control" shall be deemed to have occurred if:




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                           (i)      any person becomes the beneficial owner,
                                    directly or indirectly, of securities of
                                    Partnership representing 66 2/3% or more of
                                    the Partnership's then outstanding units of
                                    limited partnership interests (the "Units");
                                    or

                           (ii)     any person becomes the beneficial owner,
                                    directly or indirectly, of 50% 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 Partnership
                                    with one or more corporations, business
                                    trusts, common law trusts or unincorporated
                                    businesses, including, without limitation, a
                                    general partnership or limited partnership,
                                    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 may from
                                    time-to-time be amended 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% of the
                                    combined voting power of TEPPCO's then
                                    outstanding voting securities; or

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

                           (vi)     the dissolution or liquidation of
                                    Partnership, Operating Partnership, or
                                    TEPPCO; or

                           (vii)    adoption by the Board of Directors of TEPPCO
                                    of a resolution to the effect that any
                                    person has acquired effective control of the
                                    business and affairs of TEPPCO, Partnership,
                                    or Operating Partnership.

                  (c)      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 (i) Duke Energy Corporation ("Duke"), (ii)
                           any affiliate of Duke, or (iii) any employee benefit
                           plan maintained by Duke or any affiliate of Duke. The
                           term "affiliate" or "affiliated" as used in this
                           Agreement 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 Section 9, "control" or "controlled"
                           when used with respect to any specified person or
                           entity means the power to direct the 



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                           management and policies of that person or entity
                           whether through the ownership of voting securities,
                           membership interest or by contract.

         10.      Notice. Any notice to be given hereunder by either party
to the other party may be effectuated either by personal delivery in writing or
by mail, registered or certified, postage prepaid, with return receipt
requested. Mailed notices shall be addressed to the parties at the following
addresses:

                  If to TEPPCO:



                  Mr. William L. Thacker
                  President & CEO
                  Texas Eastern Products Pipeline Company
                  2929 Allen Parkway
                  Houston, Texas  77019


                  If to Executive:


                  Mr.
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                  --------------------------
                  --------------------------


         11.     Waiver of Breach. The waiver by any party to a breach of
any provision in this Agreement cannot operate or be construed as a waiver of
any subsequent breach by a party.

         12.     Severability. The invalidity or unenforceability of any
particular provision in this Agreement shall not affect the other provisions
hereof, and this Agreement shall be construed in all respects as if the invalid
or unenforceable provision were omitted.

         13.      Entire Agreement. Except as otherwise provided herein,
this Agreement contains the entire understanding of the parties as to the
employment of Executive, superseding all prior understandings and agreements,
and no modifications or amendments of the terms and conditions herein shall be
effective unless in writing and signed by the parties or their respective duly
authorized agents.


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         14.      Governing Law. This Agreement shall be interpreted,
construed and governed according to the laws of the State of Texas, without
reference to conflicts of law principles thereof.

         15.      Dispute Resolution. In the event any dispute arises
concerning the provisions of this Agreement or Executive's employment with
TEPPCO, the parties agree that such dispute shall be resolved in accordance with
the Employment Dispute Resolution procedures of the American Arbitration
Association and that any arbitration pursuant to such procedures shall be held
in Houston, Texas.

         16.      Consent to Jurisdiction. Employee hereby consents to the
nonexclusive jurisdiction of any state court within Houston, Texas or any
federal court located within the same city for any proceeding instituted
hereunder or arising out of or in connection with this Agreement.

         17.      Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their permitted
successors, assigns, legal representatives and heirs, but neither this Agreement
nor any rights hereunder shall be assignable by Executive.



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         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.



TEXAS EASTERN PRODUCTS PIPELINE COMPANY

By:
   -------------------------------------
   President and Chief Executive Officer



EXECUTIVE

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