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                                                                  Exhibit 10.29






















                        TEPPCO SUPPLEMENTAL BENEFIT PLAN
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                        TEPPCO SUPPLEMENTAL BENEFIT PLAN

         WHEREAS, Texas Eastern Products Pipeline Company, LLC, a Delaware
limited liability company ("TEPPCO"), desires to establish the TEPPCO
Supplemental Benefit Plan (the "Plan") to provide deferred compensation for a
select group of management or highly compensated employees so as to retain their
loyalty and offer a further incentive to them to contribute to the continued
growth, development and financial success of TEPPCO; and

         WHEREAS, it is intended that the Plan shall constitute a program
described in Department of Labor Regulation section 2520.104-23(a);

         NOW, THEREFORE, TEPPCO adopts the Plan as follows:
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                                TABLE OF CONTENTS
                                                                         SECTION

ARTICLE I - DEFINITIONS

         Accrued Benefit...............................................1.01
         Actual Retirement Date........................................1.02
         Actuarial Equivalent..........................................1.03
         Affiliate.....................................................1.04
         Beneficiary or Beneficiaries..................................1.05
         Board.........................................................1.06
         Cause.........................................................1.07
         Change of Control.............................................1.08
         Code..........................................................1.09
         Committee.....................................................1.10
         Disability....................................................1.11
         Early Retirement Date.........................................1.12
         Employer or Employers.........................................1.13
         Normal Retirement Age.........................................1.14
         Participant...................................................1.15
         Partnership...................................................1.16
         Plan..........................................................1.17
         Qualified Plan................................................1.18
         Qualified Plan Benefit........................................1.19
         Separation From Service.......................................1.20
         Spouse........................................................1.21
         TEPPCO........................................................1.22
         Unit .........................................................1.23
         Unlimited Qualified Plan Benefit..............................1.24
         Vesting Service...............................................1.25

ARTICLE II - PARTICIPATION

         Eligibility to Participate....................................2.01
         Reemployment..................................................2.02

ARTICLE III- RETIREMENT BENEFITS

         Amount of Retirement Benefit..................................3.01
         Time of Payment of Retirement Benefit.........................3.02
         Form of Payment of Retirement Benefit.........................3.03

ARTICLE IV- DEATH BENEFITS

         Amount of Death Benefit.......................................4.01
         Time of Payment of Death Benefit..............................4.02
         Form of Payment of Death Benefit..............................4.03


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<TABLE>

<S>      <C>                                                                     <C>
         Designation of Beneficiary..............................................4.04

ARTICLE V - VESTING

         General.................................................................5.01
         Forfeiture Upon Separation From Service.................................5.02
         Complete Forfeiture for Cause...........................................5.03
         Accelerated Vesting Upon Change of Control..............................5.04

ARTICLE VI - PLAN COMMITTEE PROCEDURE

         Committee...............................................................6.01
         General Rights, Powers and Duties of the Committee......................6.02
         Rules and Decisions.....................................................6.03
         Committee Procedures....................................................6.04
         Authorization of Benefit Payments.......................................6.05
         Application and Forms of Benefits.......................................6.06
         Facility of Payment.....................................................6.07
         Claims Procedure........................................................6.08
         Responsibility..........................................................6.09

ARTICLE VII - AMENDMENT AND TERMINATION

         Right to Amend the Plan.................................................7.01
         Right to Terminate the Plan.............................................7.02

ARTICLE VIII - FUNDING

         Payments Under the Plan Are the Obligation of the Employers.............8.01
         Participants Must Rely Solely on the General Credit of the Employers....8.02
         Unfunded Arrangement....................................................8.03

ARTICLE IX - ADOPTION OF PLAN BY OTHER EMPLOYERS

         Adoption Procedure......................................................9.01
         No Joint Venture Implied................................................9.02
         Expenses to be Shared...................................................9.03
         Transfers Among Employers...............................................9.04
         Termination of Participation by an Affiliate............................9.05

ARTICLE X - MISCELLANEOUS
         Inalienability of Benefits.............................................10.01
         No Implied Rights......................................................10.02
         Binding Effect.........................................................10.03
         Number and Gender......................................................10.04
         Governing Law..........................................................10.05
</TABLE>


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                                   ARTICLE I

                                   DEFINITIONS


         The terms defined in this Article 1 shall, for all purposes of the
Plan, have the meanings specified herein:

         1.01 "ACCRUED BENEFIT" means in the case of any Participant the result
of (a) minus (b) where (a) is the Participant's Unlimited Plan Benefit and (b)
is the Participant's Qualified Plan Benefit.

         1.02 "ACTUAL RETIREMENT DATE" means the first day of the month that
coincides with or next follows the date of the Participant's Separation of
Service.

         1.03 "ACTUARIAL EQUIVALENt" means a benefit of equivalent value
computed on the basis of the interest and mortality assumptions that would be
used for purposes of determining the value of the Participant's benefit under
the Qualified Plan if he elected to receive his benefit thereunder in the form
of a lump sum distribution.

         1.04 "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.

         1.05 "BENEFICIARY" or "BENEFICIARIES" means the person or persons, or
the trust or trusts created for the benefit of a natural person or persons or
the Participant's estate, designated by the Participant to receive the benefits
payable under the Plan upon his death in accordance with the beneficiary
designation procedures of Section 4.04, or the Participant's Spouse to the
extent that the Participant's Spouse is entitled to receive death benefits under
the Plan.

         1.06 "BOARD" means the Board of Directors of TEPPCO.

         1.07 "CAUSE" means (a) the willful and continued failure by the
Participant 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
Participant has not substantially performed his duties; (b) the willful engaging
by the Participant 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 Participant and TEPPCO. For purposes of this
definition, no act or failure to act on the Participant'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.


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1.08     "CHANGE OF 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, a Delaware limited partnership, or TCTM, L.P., a
                  Delaware limited partnership, 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,


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         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 "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.

         1.09 "CODE" means the Internal Revenue Code of 1986, as amended from
time to time.

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

         1.11 "DISABILITY" means a medically determinable mental or physical
impairment which shall prevent the Participant 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
Participant was engaged in, or did not result from having engaged in, a
felonious criminal enterprise; (b) did not result from addiction to narcotics;
and (c) did not result from an intentionally self-inflicted injury.

         1.12 "EARLY RETIREMENT DATE" means the first day of the month that
coincides with or next follows a Participant's attainment of age 55.

         1.13 "EMPLOYER" or "EMPLOYERS" means TEPPCO and any other Affiliates
that adopt the Plan.

         1.14 "NORMAL RETIREMENT AGE" means age 65.

         1.15 "PARTICIPANT" means a common law employee of an Employer who is
selected by the Committee to participate in the Plan, and who meets the
requirements of Article II.

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

         1.17 "PLAN" means the TEPPCO Supplemental Benefit Plan.

         1.18 "QUALIFIED PLAN" means the TEPPCO Retirement Cash Balance Plan
maintained by TEPPCO.

         1.19 "QUALIFIED PLAN BENEFIT" means the aggregate of all benefits which
would be payable to a Participant from the Qualified Plan on the later of his
Early Retirement Date or his Actual Retirement Date. In calculating the amount
of the Qualified Plan Benefit, for the purposes of the Plan the following shall
apply:


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         (a) If the normal form of benefit of the Qualified Plan is other than a
straight life annuity, the benefit shall be expressed in the form of a straight
life annuity by using the actuarial assumptions contained in the Qualified Plan.

         (b) The amount of a Participant's Qualified Plan Benefit shall be
determined based on the provisions of the Qualified Plan as in effect on the
date his benefits under the Plan are determined.

         (c) The amount of a Participant's Qualified Plan Benefit shall be
determined by disregarding any offset for benefits payable under a retirement
plan that was previously maintained by TEPPCO or one of its Affiliates.

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

         1.21 "SPOUSE" means the person to whom the Participant is married under
local law.

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

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

         1.24 "UNLIMITED QUALIFIED PLAN BENEFIT" means the Qualified Plan
Benefit which would be payable to a Participant from the Qualified Plan on the
later of his Early Retirement Date or his Actual Retirement Date, calculated by
(a) disregarding the limitations set forth in sections 401(a)(17) and 415 of the
Code and (b) assuming that the Participant had not elected to defer any of his
compensation under the Duke Energy Field Services Executive Deferred
Compensation Plan or any other deferred compensation program maintained by
TEPPCO or an Affiliate.

         1.25 "VESTING SERVICE" means service for which the Employee receives
credit for vesting purposes under the Qualified Plan.

                                   ARTICLE II

                                  PARTICIPATION

         2.01 ELIGIBILITY TO PARTICIPATE. The individuals who shall be eligible
to participate in the Plan shall be those individuals who are members of a
select group of management or highly compensated employees of an Employer as the
Committee shall determine from time to time. An individual will become a
Participant when he is notified by the Committee that he is eligible to
participate in the Plan. Once an individual has become a Participant, he will
continue to participate in the Plan until he is no longer a common law employee
of any Employer or the Committee determines that he is no longer in a select
group of management or a highly compensated employee of any Employer.

         2.02 REEMPLOYMENT. Any person who incurs a Separation From Service
shall not be eligible to participate in the Plan upon his reemployment by an
Employer unless the Committee


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so determines. In such event, the Committee shall specify whether and under what
conditions the person shall receive credit for all or any of his service
completed prior to reemployment.

                                  ARTICLE III

                               RETIREMENT BENEFITS

         3.01 AMOUNT OF RETIREMENT BENEFIT. Upon a Participant's Separation From
Service after he has earned a nonforfeitable interest in his Plan benefit under
Article V, the Participant shall be entitled to receive a retirement benefit
that is the Actuarial Equivalent of his Accrued Benefit payable at the time and
in the form specified in Sections 3.02 and 3.03.

         3.02 TIME OF PAYMENT OF RETIREMENT BENEFIT. A Participant's retirement
benefit under the Plan, if any, shall be paid as soon as administratively
feasible after the later of (a) the Participant's Actual Retirement Date or (b)
the Participant's Early Retirement Date.

         3.03 FORM OF PAYMENT OF RETIREMENT BENEFIT. A Participant's retirement
benefit under the Plan, if any, shall be paid in a single payment in cash.

                                   ARTICLE IV

                                 DEATH BENEFITS

         4.01 AMOUNT OF DEATH BENEFIT.

         (a) Participant Who Has A Vested Interest in His Plan Benefit.

         If a Participant dies after he has earned a nonforfeitable interest in
his Plan benefit under Article V, and before he has been paid his Plan benefit,
the Participant's Beneficiary shall be entitled to receive a death benefit that
is the Actuarial Equivalent of the Participant's Accrued Benefit payable at the
time and in the form specified in Sections 4.02 and 4.03.

         (b) Any Other Participant.

         If a Participant incurs his Separation From Service before he has
earned a nonforfeitable interest in his Plan benefit, or if the Participant has
been paid his retirement benefit under the Plan, there shall be no death benefit
payable with respect to the Participant.

         4.02 TIME OF PAYMENT OF DEATH BENEFIT. A Participant's death benefit
under the Plan, if any, shall be paid to the Participant's Beneficiary as soon
as administratively feasible after the date on which the Participant dies.

         4.03 FORM OF PAYMENT OF DEATH BENEFIT. The death benefit, if any,
payable to a Beneficiary under the Plan shall be paid in a single payment in
cash.

         4.04 DESIGNATION OF BENEFICIARY. Each Participant who does not have a
Spouse has the right to designate and to revoke the designation of his
Beneficiary. Each designation or revocation must be evidenced by a written
document in the form required by the Committee,


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signed by the Participant and filed with the Committee. If no designation is on
file and the Participant is not considered to be married under applicable local
law at the time of his death, the Participant's Beneficiary shall be the
executor, administrator or other personal representative of the Participant's
estate. If a Participant is considered to be married under applicable local law
at the time of his death, his Spouse shall be his Beneficiary, and his
designation of any other Beneficiary shall not be valid.

                                   ARTICLE V

                                     VESTING

         5.01 GENERAL. Subject to Sections 5.03 and 5.04, a Participant has a
nonforfeitable interest in his benefit under the Plan when he (a) completes five
full years of Vesting Service, (b) attains his Normal Retirement Age on or prior
to the date of his Separation From Service, (c) incurs a Disability prior to his
Separation From Service, or (d) incurs a Separation From Service due to death.
Prior to the occurrence of any of the foregoing four events, a Participant has
no vested interest in his Plan benefit and neither he nor his Spouse or
Beneficiary shall be entitled to any payment under the Plan upon or following
the Participant's Separation From Service.

         5.02 FORFEITURE UPON SEPARATION FROM SERVICE. If a Participant incurs a
Separation From Service at a time when he does not have a nonforfeitable
interest in his Plan benefit, his Plan benefit shall be immediately forfeited.

         5.03 COMPLETE FORFEITURE FOR CAUSE. Notwithstanding Section 5.01 of the
Plan, if the Committee finds by a majority vote after full consideration of the
facts that a Participant was discharged from the employ of TEPPCO or an
Affiliate for Cause, the Participant shall immediately forfeit his Plan benefit
to the extent he has not yet been paid his Plan benefit. The decision of the
Committee as to the cause of the Participant's discharge shall be final. No
decision of the Committee shall affect the finality of the discharge of the
Participant.

         5.04 ACCELERATED VESTING UPON CHANGE OF CONTROL. Notwithstanding any
other provisions of the Plan, if a Change of Control occurs prior to a
Participant's Separation From Service, such Participant shall have a fully
nonforfeitable interest in his Plan benefit.

                                   ARTICLE VI

                            PLAN COMMITTEE PROCEDURE

         6.01 COMMITTEE. The Plan shall be administered by the Committee.

         6.02 GENERAL RIGHTS, POWERS AND DUTIES OF THE COMMITTEE. The Committee
shall be responsible for the management, operation and administration of the
Plan. In addition to any powers, rights and duties set forth elsewhere in the
Plan, it shall have the following powers and duties:

         (a) to adopt such rules and regulations consistent with the provisions
of the Plan as it deems necessary for the proper and efficient administration of
the Plan;


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         (b) to enforce the Plan in accordance with its terms and any rules and
regulations it establishes;

         (c) to maintain records concerning the Plan sufficient to prepare
reports, returns and other information required by the Plan or by law;

         (d) to construe and interpret the Plan and to resolve all questions
arising under the Plan;

         (e) to direct the Employers to pay benefits under the Plan, and to give
such other directions and instructions as may be necessary for the proper
administration of the Plan;

         (f) to employ or retain agents, attorneys, actuaries, accountants or
other persons, who may also be employed by or represent TEPPCO, and

         (g) to be responsible for the preparation, filing and disclosure on
behalf of the Plan of such documents and reports as are required by any
applicable federal or state law.

         The Committee shall have no power to add to, subtract from or modify
         any of the terms of the Plan, or to change or add to any benefits
         provided by the Plan, or to waive or fail to apply any requirements of
         eligibility for benefits under the Plan.

         6.03 RULES AND DECISIONS. The Committee may adopt such rules and
actuarial tables as it deems necessary, desirable or appropriate. All rules and
decisions of the Committee shall be uniformly and consistently applied to all
Participants in similar circumstances. When making a determination or
calculation, the Committee shall be entitled to rely upon information furnished
to it by a Participant, or Beneficiary, an Employer, or an Employer's actuary or
accountant.

         6.04 COMMITTEE PROCEDURES. The Committee may act at a meeting or in
writing without a meeting. The Committee shall elect one of its members as
chairman and appoint a secretary, who may or may not be a Committee member. The
Secretary shall keep a record of all meetings and forward all necessary
communications to the Employers. The Committee may adopt such bylaws and
regulations as it deems desirable for the conduct of its affairs. All decisions
of the Committee shall be made by the vote of the majority, including actions in
writing taken without a meeting. A dissenting Committee member who, within a
reasonable time after he has knowledge of any action or failure to act by the
majority, registers his dissent in writing delivered to the other Committee
members and TEPPCO, shall not, to the extent permitted by law, be responsible
for any such action or failure to act.

         6.05 AUTHORIZATION OF BENEFIT PAYMENTS. The Committee shall issue
directions to the Employers concerning all benefits which are to be paid by them
pursuant to the provisions of the Plan. The Employers shall furnish the
Committee such data and information as it may require. The records of the
Employers shall be determinative of each Participant's period of employment,
termination of employment and the reason therefor, leave of absence,
reemployment, and years of Service. Participants and their beneficiaries shall
furnish to the Committee such evidence, data, or information, and execute such
documents, as the Committee requests.


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         6.06 APPLICATION AND FORMS OF BENEFITS. The Committee may require a
Participant or former Participant to complete and file with the Committee an
application for retirement benefits and all other forms approved by the
Committee, and to furnish all pertinent information requested by the Committee.
The Committee may rely upon all such information so furnished it, including the
Participant's or former Participant's current mailing address.

         6.07 FACILITY OF PAYMENT. Whenever, in the Committee's opinion, a
person entitled to receive any payment of a benefit or installment thereof
hereunder is under a legal disability or is incapacitated in any way so as to be
unable to manage his financial affairs, the Committee may direct the Employer to
make payments to such person or to his legal representative or to a relative or
friend of such person for his benefit, or the Committee may direct the Employer
to apply the payment for the benefit of such person in such manner as the
Committee considers advisable. Any payment of a benefit or installment thereof
in accordance with the provisions of this Section shall be a complete discharge
of any liabilities for the making of such payment under the provisions of the
Plan.

         6.08 CLAIMS PROCEDURE. The Committee shall make all determinations as
to the right of any person to receive benefits under the Plan. Any denial by the
Committee of a claim for benefits under the Plan by a Participant or his Spouse
or Beneficiary (collectively referred to herein as "Claimant") shall be stated
in writing by the Committee and delivered or mailed to the Claimant on the 90th
day after receipt of the claim, unless special circumstances require an
extension of time for processing the claim. If such an extension of time is
required, written notice of the extension shall be furnished to the Claimant on
the 90th day after receipt of the claim and the claim shall thereafter be paid
on the 180th day after the date of receipt of the initial claim. Such notice
shall set forth the specific reasons for the denial, specific reference to
pertinent provisions of the Plan upon which the denial is based, a description
of any additional material or information necessary for the Claimant to perfect
his claim with an explanation of why such material or information is necessary,
and an explanation of claim review procedures under the Plan written to the best
of the Committee's ability in a manner that may be understood without legal or
actuarial counsel. A Claimant whose claim for benefits has been wholly or
partially denied by the Committee may, within 90 days following the date of such
denial, request a review of such denial in a writing addressed to the Committee.
The Claimant shall be entitled to submit such issues or comments, in writing or
otherwise, as he shall consider relevant to a determination of his claim, and
may include in his request a request for a hearing in person before the
Committee. Prior to submitting his request, the Claimant shall be entitled to
review such documents as the Committee shall agree are pertinent to his claim.
The Claimant may, at all stages of review, be represented by counsel, legal or
otherwise, of his choice, provided that the fees and expenses of such counsel
shall be borne by the Claimant. All requests for review shall be promptly
resolved. The Committee's decisions with respect to any such review shall be set
forth in writing and shall be mailed to the Claimant on the 60th day following
receipt by the Committee of the Claimant's request unless special circumstances,
such as the need to hold a hearing, require an extension of time for processing,
in which case the Committee's decision shall be so mailed on the 120th day after
receipt of such request.

         6.09 RESPONSIBILITY. No member of the Committee or of the Board shall
be liable to any person for any action taken or omitted in connection with the
administration of the Plan unless attributable to his own fraud or willful
misconduct; nor shall an Employer be liable to any


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person for any such action unless attributable to fraud or willful misconduct on
the part of a director, officer or employee of such Employer.

                                  ARTICLE VII

                            AMENDMENT AND TERMINATION

         7.01 RIGHT TO AMEND THE PLAN. TEPPCO has the sole right to amend the
Plan. An amendment must be (1) in writing, (2) executed by an authorized officer
of TEPPCO, and (3) authorized by resolutions of the Board. Notice of any such
amendment shall be given in writing to the Committee and to each Participant,
former Participant, and Beneficiary of a deceased former Participant. No such
amendment, however, shall have the effect of reducing that portion of the
benefit the Participant or former Participant ultimately becomes entitled to
below that amount he would have received for service to the date of the
amendment under the formula set out in the Plan prior to the amendment.

         7.02 RIGHT TO TERMINATE THE PLAN. The Board reserves the right to
terminate the accrual or vesting of additional benefits under the Plan by any or
all Participants at any time by written notice to the Committee. The Committee
shall notify any Participant affected by such termination of such action and its
effective date. A Participant whose accrual of additional benefits is terminated
shall not lose any previously earned and vested benefits, and any such vested
benefits shall be payable at the time and in the manner provided in Articles III
and IV.

                                  ARTICLE VIII

                                     FUNDING

         8.01 PAYMENTS UNDER THE PLAN ARE THE OBLIGATION OF THE EMPLOYERS.
Benefits due under the Plan will be paid by the Employers.

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

         8.03 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.


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                                   ARTICLE IX

                       ADOPTION OF PLAN BY OTHER EMPLOYERS

         9.01 ADOPTION PROCEDURE. Any Affiliate may, with the approval of the
Board, adopt the Plan by a certified resolution or consent of the board of
directors of the adopting Affiliate or an executed adoption instrument (approved
by the board of directors of the adopting Affiliate) agreeing to be bound as an
Employer by all the terms, conditions and limitations of the instrument and by
furnishing all information required by the Committee. The terms of the Plan will
apply separately to each Affiliate that adopts the Plan except that the powers
of the Board and the Committee under the Plan shall be exercised solely by the
Board and the Committee. TEPPCO and each Affiliate that adopts the Plan shall
bear the cost of providing Plan benefits for its own Participants. The
obligation of each Employer with respect to its Participants shall be the sole
obligation of the Employer that is employing the Participant and shall not bind
any other Employer.

         9.02 NO JOINT VENTURE IMPLIED. The adoption of the Plan by an Employer
shall not create a joint venture or partnership relation between it and any
other Employer. Any rights, duties, liabilities, and obligations assumed by an
Employer, imposed upon it or resulting from the terms of the Plan, shall relate
to that Employer alone.

         9.03 EXPENSES TO BE SHARED. Each Employer shall pay a proportionate
part of the cost of actuarial and other necessary expenses incurred in its
administration.

         9.04 TRANSFERS AMONG EMPLOYERS. If a Participant is employed by more
than one Employer during the term of his participation in the Plan, the costs of
providing Plan benefits for such Participant shall be apportioned among the
Employers as determined by the Committee based upon the years of service for
benefit accrual purposes under the Qualified Plan performed by the Participant
for each Employer and the compensation taken into account under the Plan paid to
such Participant by each Employer.

         9.05 TERMINATION OF PARTICIPATION BY AN AFFILIATE. Any Affiliate that
adopts the Plan may, by appropriate action of its board of directors, terminate
its participation in the Plan. The Committee may, in its discretion, also
terminate an Affiliate's participation in the Plan at any time. The termination
of the participation in the Plan by an Affiliate shall not, however, affect the
rights of any Participant who is working or has worked for the Affiliate as to
his amounts accrued under the Plan prior to the termination of participation.

                                   ARTICLE X

                                  MISCELLANEOUS

         10.01 INALIENABILITY OF BENEFITS. The right of any Participant, former
Participant or beneficiary to any benefit or payment under the Plan shall not be
subject to voluntary or involuntary transfer, alienation, pledge, assignment,
garnishment, sequestration or other legal or equitable process. Any attempt to
transfer, alienate, pledge, assign or otherwise dispose of such


                                       10
<PAGE>   15
right or any attempt to subject such right to attachment, execution,
garnishment, sequestration or other legal or equitable process shall be null and
void.

         10.02 NO IMPLIED RIGHTS. Neither the establishment of the Plan nor any
modification thereof shall be construed as giving any Participant, former
Participant, beneficiary or other person any legal or equitable right unless
such right shall be specifically provided for in the Plan or conferred by
affirmative action of TEPPCO in accordance with the terms and provisions of the
Plan.

         10.03 BINDING EFFECT. The provisions of the Plan shall be binding on
the Employers, the Committee, and all persons entitled to benefits under the
Plan, together with their respective heirs, legal representatives and successors
in interest.

         10.04 NUMBER AND GENDER. Wherever appropriate, the singular shall
include the plural, the plural shall include the singular, and the masculine
shall include the feminine or neuter.

         10.05 GOVERNING LAW. The Plan shall be construed and administered
according to the laws of the State of Texas.

         IN WITNESS WHEREOF, effective April 1, 2000, TEPPCO has adopted the
Plan on the 27th day of December, 2000.



                              TEXAS EASTERN PRODUCTS PIPELINE
                              COMPANY, LLC



                              By:                /s/ JAMES C. RUTH
                                   ---------------------------------------------
                              Title:               Vice President
                                   ---------------------------------------------