Exhibit
10.10





FIRST
AMENDMENT TO THE


TEXAS
EASTERN PRODUCTS PIPELINE COMPANY


RETENTION
INCENTIVE COMPENSATION PLAN


PHANTOM
UNIT AWARD AGREEMENT





WHEREAS, Texas Eastern
Products Pipeline Company, LLC (“TEPPCO”) maintains the Texas Eastern Products
Pipeline Company Retention Incentive Compensation Plan (the“Plan”);
and





WHEREAS,pursuant to the Plan,
TEPPCO has entered into a Phantom Unit Award Agreement (the “Agreement”) certain
Eligible Employees (the “Participant”) setting forth the conditions of the
Phantom Unit Award; and




WHEREAS,the Plan and each
outstanding Agreement has been in operational compliance with Section 409A and
the applicable regulatory guidance thereunder; and




WHEREAS, TEPPCO has determined
that each outstanding Agreement should be amended to be in documentary
compliance with Section 409A and the applicable regulatory guidance thereunder;
and




WHEREAS, the transition rules
of Section 409A provide that TEPPCO has the right to amend each outstanding
Agreement until December 31, 2008 in order to remain in compliance with Section
409A; and




WHEREAS, Section XII of the
Plan grants the Board the right to amend the Plan, or any part thereof, from
time to time.




NOW THEREFORE, BE IT RESOLVED,that the outstanding Award Agreement to that certain Participant
identified below is hereby amended, to read as follows, effective November 3,
2008:




1.        
   Section 5 “Distribution Equivalents” is hereby amended in its
entirety, to read as follows:




“5.           
Distribution
Equivalents.       As soon as
possible, but in no event later than 60 days, after each quarterly distribution
date, TEPPCO shall pay to the Participant, if he or she is then an Eligible
Employee and has not had a termination of employment, a cash payment equal to
the product of:





(a) the
total number of Phantom Units awarded to the Participant, reduced by the number
of Phantom Units redeemed and paid as of the appropriate distribution record
date, multiplied by





(b) the
distribution paid with respect to a Limited Partnership Unit for such
quarter.”





2.           Section
6 “Crediting and Redemption of Phantom Units” is hereby amended in its entirety,
to read as follows:





“6.           Crediting and Redemption of
Phantom Units.





(a)           Except
as otherwise provided in this Section 6, as of the crediting date set forth in
the accompanying Certificate (the “Vesting Date”), Participant shall be credited
with such portion of the total Phantom Units awarded to the Participant as set
forth in the Certificate. Such Phantom Units shall be credited to the
Participant’s Phantom Unit Account and shall become vested and
nonforfeitable.








(b)          Redemption
and cash payment of the amount of the Phantom Units credited to the
Participant’s Phantom Unit Account as of the Vesting Date shall automatically
occur within 60 days following the Vesting Date.





(c)           If
the Participant’s employment with TEPPCO is terminated, any Phantom Units that
have been awarded, but not credited, to Participant’s Phantom Unit Account at
such time shall be subject to forfeiture in accordance with Section 16 below and
the terms of the Plan.





(d)           If
Participant’s employment is terminated due to disability (as defined in Section
409A of the Code and applicable regulatory guidance) or death (collectively,
“Severance”), any Phantom Units that have been awarded, but not credited, to a
Participant’s Phantom Unit Account at such time of any such Severance shall be
immediately credited to a Participant’s Phantom Unit Account as of the date of
such Severance and redemption and payment shall be made within 60 days following
the date of such Severance.





(e)           Phantom
Units will be redeemed in the form of cash payment by TEPPCO.  The
cash value of each Phantom Unit will be based on the Market Value of a Limited
Partnership Unit as of the close of business on the Vesting Date or on the last
preceding date on which Market Value can be determined.  Redemption
and cash payment shall be made no later than 60 days following the Vesting
Date.  Cash payment shall be made to the Participant, provided
however, payment upon the death of a Participant shall be made to the
Participant’s surviving spouse, or if no surviving spouse exists, to the estate
or legal representative.





(f)           Notwithstanding
anything to the contrary herein, if the Committee, in its sole and absolute
discretion, determines that the Participant has an unforeseeable emergency as
defined in Treasury Regulation Section 1.409A-3(i)(3) and meets all the
conditions as set forth therein, then it shall accelerate the crediting of
Phantom Units to the Participant’s Phantom Unit Account and redemption and
payment shall occur within 60 days after the occurrence of the unforeseeable
emergency.”





3.           Section
7 “Distributions on Account of Death” is hereby deleted in its
entirety.




4.           Section
17 “Termination of Prior Award” is hereby deleted in its entirety.




5.           All references to Sections in the
Agreement that would now be inconsistent due to the deletion of Section 7 and 17
are hereby amended to reference the appropriate Section.For example,
Section 6(e) references Section 16 in the Agreement.  Due to the
deletion of Section 7, the reference to Section 16 might be misleading or
inconsistent and such reference shall be amended to reference the appropriate
Section.




IN WITNESS WHEREOF,TEPPCO has
executed this Amendment in its corporate name the 3rd day of November,
2008.



















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TEXAS EASTERN
      PRODUCTSPIPELINE COMPANY,
      LLC





ATTEST:




By: /s/  JERRY
      E. THOMPSONJerry E. ThompsonPresident & Chief Executive Officer








The
Participant hereby agrees to the following Amendment and consents to such
changes effective as set forth above.




PARTICIPANT:





Name:




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