**Exhibit10.41**

 

**TEXASEASTERN PRODUCTS PIPELINE COMPANY, LLC**

**SECOND AMENDED AND RESTATED**

**NONEMPLOYEE DIRECTORS UNIT ACCUMULATION PLAN**

 

TexasEastern Products Pipeline Company, LLC, a Delaware  limited liabilitycompany (the “Company”), hereby establishes, effective January 1, 2004, aUnit Accumulation Plan (the “Plan”). This Second Amended and Restated Unit Accumulation Plan (“Plan”),providing for the automatic deferral of a certain portion of each Director’sannual stipend as described below, is hereby established by Texas EasternProducts Pipeline Company, LLC, a Delaware limited liability company (“Company”):

 

1.                                       Eligibility

 

Anymember of the Board of Directors of the Company who is not also an employee ofDuke Energy Corporation, the Company, or any other company affiliated with DukeEnergy Corporation including but not limited to Duke Energy Field Services, LLC(“Director”), shall participate under the Plan (“Participant”).

 

1.                                       Fees to beDeferred and Length of Deferral

 

EachDirector shall have a portion of his/her annual directors fees paid in the formof TEPPCO Partners phantom LP Units (“Phantom Units”), which shallautomatically be deferred until the director terminates his/her services as aDirector, or if later, a specified age. Each Director shall be credited with 100 Phantom Units on the last dayof each calendar quarterly period (i.e. March 31, June 30, September 30and December 31), provided that Participant was a member of the Board ofDirectors during such quarterly period.

 

2.                                       Time and Methodof Election to Defer

 

a.                                       EachParticipant may elect on an election form that has been approved by theCommittee to have the amounts deferred under this Plan become payable upon thelater of termination as a Director or attainment of a specified age; provided,however, that if the Participant does not file an election, such amounts shallbecome payable upon termination as a Director.

 

b.                                      An election todefer distribution until a specified age shall be irrevocable and shall applyto all amounts deferred under this Plan unless revoked by a new DeferralElection Form filed prior to December 31 of the year preceding thecalendar year in which the Participant ceases to be a Director.

 

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3.                                       Phantom UnitAccount

 

TheCompany shall establish a Phantom Unit account (“TEPPCO LP Account”) in thename of each Participant, which shall be deemed invested in, or liquidatedfrom, whole and fractional TEPPCO Partners LP Units, based upon the closingprice of a TEPPCO Partners LP Unit as reported on the NYSE Composite ReportingSystem as of the trading day immediately following the last day of eachcalendar quarterly period,  or the lastday of the year that immediately precedes payment of the balance of the TEPPCOLP Account in a lump sum or in an annual installment, whichever day isapplicable.  The Participant’s TEPPCO LPAccount shall be increased to reflect the TEPPCO Partners LP Units added on thelast day of each calendar quarterly period as set forth in Section 2 ofthis Plan.  The Participant’s TEPPCO LPAccount shall be adjusted for (i) Distribution Equivalents as determinedpursuant to Section 9 of this Plan and (ii) investment gain or loss basedupon the performance of the TEPPCO Partners LP Units.  The Participant’s TEPPCO LP Account shall bedecreased to reflect any payment of the balance thereof.  TEPPCO LP Accounts shall be maintained by theCompany in accordance with such accounting rules and procedures as the Company,in its sole discretion, shall determine.

 

4.                                       Time of Payment

 

TheCompany shall pay the balance of a Participant’s TEPPCO LP Account, in a lumpsum, or in five (5) annual installments, with the lump sum payment or the firstinstallment payment, as the case maybe, being made by January 15 of theyear next following the later of the year in which the Participant’s service asa Director terminates or the Participant attains the elected age on theDeferral Election form.  Subsequentinstallment payments (if any) shall be made by January 15 of subsequentyears.  All such payments shall be incash.

 

5.                                       Form of Payment

 

AParticipant shall elect to have payment of the balance of the TEPPCO LP Accountmade in one of the following forms:

 

a.                                       In a lump sum,the amount of which shall be the balance of the Participant’s TEPPCO LPAccount, as adjusted for Phantom Unit investment through the last day of thepreceding year, provided Participant may elect to take such lump sum amount,without interest, in four (4) equal quarterly installments during the calendaryear in which such lump sum amount is payable with the first such quarterlypayment made by January 15th of such year, or

 

b.                                      In five (5) annualinstallments, the amount of each installment shall be the balance of theParticipant’s TEPPCO LP Account, as adjusted for Phantom Unit investmentthrough the last day of the preceding year and 

 

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forany installment previously paid, divided by the number of installments not yetpaid.  Participant’s TEPPCO LP Accountshall continue to be credited with Distribution Equivalents until such time asno balance remains in the account.

 

Notwithstandingthe foregoing:

 

a.                                       If at the closeof the year during which the Participant’s service as a Director terminates orthe year in which the Participant attains the elected age on the DeferralElection form, whichever is later, the aggregate balance of the Participant’sTEPPCO LP Account does not exceed $10,000.00, the aggregate balance of theParticipant’s TEPPCO LP Account shall be paid to the Participant in a lump sumby January 15 of the next following year; or

 

b.                                      In the event ofthe Participant’s death, the aggregate balance of the Participant’s TEPPCO LPAccount shall be paid to the Participant’s beneficiary in a lump sum by January 15of the year next following the year in which the Participant died.

 

7.                                       DeathBeneficiary

 

AParticipant may designate a beneficiary or beneficiaries to receive theaggregate balance of the Participant’s TEPPCO LP Account that is unpaid at thetime of Participant’s death.  Suchdesignation, including the revocation of any prior designation by a supersedingdesignation, shall be made by completing the approved form and filing with theSecretary of the Company.  A beneficiarydesignation by a Participant who is married at the time of his/her death whichfails to name the Participant’s surviving spouse as the sole beneficiary shallnot be effective unless such surviving spouse has consented to the designationin writing, witnessed by the Secretary of the Company, another representativeof the Committee or notary public, acknowledging the effect of thedesignation.  Spousal consent shall notbe required if, at the time of filing such designation, the Participant establishedto the satisfaction of the Secretary of the Company that the consent of theParticipant’s spouse could not be obtained because there is no spouse, thespouse could not be located or there exist such other mitigating circumstancesas may be prescribed by the Secretary of the Company.  Any spouse’s consent (or establishment thatthe consent could not be obtained) shall be effective only with respect to thatspouse.  Any Participant may changehis/her beneficiary designation at any time by filing with the Secretary of theCompany a new beneficiary designation (with such spousal consent as may be required).  Such designation shall not become effectiveuntil so filed and unless so filed prior to the time of Participant’sdeath.  In the event that a beneficiarydesignation is not in effect at the time of Participant’s death or in the eventthat no designated beneficiary has survived the Participant’s death, theParticipant’s estate shall be the Participant’s sole beneficiary.

 

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8.                                       Payments toMinors and Incompetents

 

Shouldthe Participant become incompetent or should the Participant’s beneficiary be aminor or incompetent, the Company is authorized to make payment to a parent orguardian of such minor or incompetent in full discharge of its obligations tosuch minor or incompetent under the Plan.

 

9.                                       DistributionEquivalents

 

Assoon as possible after each quarterly distribution date, TEPPCO shall credit toeach  Participant’s TEPPCO LP Account amonetary amount (“Distribution Equivalents”) equal to the product of:

 

1.                                       the totalnumber of Phantom Units in Participant’s TEPPCO LP Account, multiplied by

 

2.                                       thedistribution paid with respect to a TEPPCO Partners, L.P. Unit for suchquarter.

 

Onthe date that a quarterly credit of Phantom Units is made to a Participant’sTEPPCO LP Account, any monetary balance in such account will be converted toadditional Phantom Units in accordance with the provisions of Section 4 ofthis Plan.

 

10.                                 PlanAdministration

 

TheCompensation Committee of the Board of Directors of the Company (the “Committee”)is the administrator of the Plan, provided that any member of the CompensationCommittee who is eligible under the Plan shall not participate in any mattersor decisions constituting the administration of the Plan.  As Plan administrator, the Committee shallhave full and exclusive authority to control and manage the operation andadministration of the Plan.  TheCommittee may adopt such rules, and approve such forms, as may be necessary ordesirable for the administration of the Plan and may delegate any of its dutiesand authority to others.

 

TheCommittee has the discretion:

 

1.                                       To interpretand construe the terms and provisions of the Plan (including any rules adoptedfor the Plan);

 

2,                                       To correct anydefect, supply any omission, or reconcile any inconsistency in the Plan;

 

3.                                       To decide anyclaim arising under the Plan; and

 

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4.                                       To make factualdeterminations in connection with any of the foregoing.

 

Adecision by the Committee with respect to any matter pertaining to the Planshall be conclusive and binding on all interested  parties.

 

11.                                 Unfunded Plan

 

ThePlan is unfunded.  To the extent that aParticipant or beneficiary acquires a right to receive payments from theCompany under the Plan, such right shall not be greater than the right of anunsecured general creditor of the Company and such right shall be an unsecuredclaim against the general assets of the Company.  Title to and beneficial ownership of anyassets, whether cash or investments, which the Company may set aside in agrantor trust or otherwise earmark to pay its obligations hereunder will at alltimes remain the property of the Company, and neither the Participant nor theParticipant’s estate or other beneficiary shall have any property interestwhatsoever in any specific assets of the Company.

 

12.                                 Nonassignability

 

Theright of the Participant to receive payment from the Company under the Planshall not be assigned, transferred, pledged, or encumbered except as providedby Section 7.  Any attemptedassignment, transfer, pledge, or encumbrance in violation of this Section 12shall be null and void.

 

13.                                 Amendment orTermination

 

ThePlan may be amended from time to time or terminated by the Board of Directorsof the Company, except that no amendment or termination shall, without theconsent of the Participant, impair the rights of the Participant to receivepayment of the aggregate balance of the Participant’s TEPPCO LP Account.

 

14.                                 Governing Law

 

ThePlan, and all determinations made and actions taken pursuant thereto, to extentnot governed by the provisions of the Internal Revenue Code or the securitieslaws of the United States, shall be governed by and construed in accordancewith the laws of the state of Texas.

 

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ThisPlan document has been executed on behalf of the Company this 11th dayof February, 2004.

 
|   | TEXAS  EASTERN PRODUCTS PIPELINE COMPANY, LLC |
|--------|-----------------------------------------------|
|   |                                          |
|   |                                          |
|   | By:                                           | /s/  BARRY R. PEARL |   |
|   | Its:                                          | Chief  Executive Officer and President |   |

 

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**TEXAS EASTERN PRODUCTS PIPELINE COMPANY, LLC**

**AMENDED AND RESTATED**

**NONEMPLOYEE DIRECTORS FEE DEFERRAL PLAN**

 

**Deferral Election Form**

 

**To the Corporate Secretary:**

 

**Time of Payment**

 

Pursuantto the Plan, I hereby elect to have amounts deferred under this Plan paid onthe January 15th of the year next following the year specifiedbelow (Check one).  I understand thatregardless of my election, amounts deferred under this Plan can be paid noearlier than the January 15 of the year next following the calendar yearin which my services as a Director terminate. I understand that I may change this election only by filing a newelection form with you no later than the close of the calendar year precedingthe calendar year with respect to which the superseding deferral election is tobe effective.

 

o              Theyear my services as a Director terminate

 

o              Theyear I attain age               ,if later than the date my services as a Director terminate.

 

 

**Payment Form Election**

 

Tothe extent permitted by the Plan, I hereby elect that payment of the balance ofthe TEPPCO LP Account established pursuant to this Plan, which payment shallcommence by January 15 of the year next following my termination of serviceas a Director, or if later, my attainment of the age specified above shall bein the form specified below.  (Check one)I understand that this election is irrevocable.

 

o             Inone lump sum

 

o             Infive annual installments

 

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Iacknowledge that I have received a copy of the Plan and have read is provisionsand that I agree to be bound thereby.

 
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|   | Signature               |
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|   | Social  Security Number |
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Receivedby Corporate Secretary

 
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**TEXAS EASTERN PRODUCTS PIPELINE COMPANY, LLC**

**AMENDED AND RESTATED**

**NONEMPLOYEE DIRECTORS FEE DEFERRAL PLAN**

 

**Beneficiary Designation Form**

 

 

**To the Corporate Secretary**:

 

Ihereby designate the following individual(s) as my Beneficiary(ies) under thePlan, provided he or she survives my death:

 
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| Name                    |   | Name                    |   |
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| Address                 |   | Address                 |   |
|                    |   |                    |   |
|                    |   |                    |   |
| Social  Security Number |   | Social  Security Number |   |
|                    |   |                    |   |

 

Ifmore than one designated Beneficiary survives my death, each survivingdesignated Beneficiary shall be paid an equal share unless I have expresslyspecified otherwise herein.  *I  understandthat if I am married at the date of my death, my surviving spouse shall receivemy entire TEPPCO LP Account, unless my spouse has consented (as  provided below) to not being the solebeneficiary under the Plan.*

 

Iunderstand that any aggregate balance of my TEPPCO LP Account remaining unpaidat my death shall be paid to my Beneficiary (ies) in a lump sum.  I understand that in the event no designatedBeneficiary survives my death, my estate shall be my Beneficiary.

 

Iacknowledge that I have received a copy of the Plan and have read itsprovisions, and I agree to be bound thereby. This beneficiary designation revokes and supersedes any previousbeneficiary designation made by me.

 

 
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|   | Printed  Name |   | SSN    |   |

 

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**SPOUSAL CONSENT***(must be completed if your spouse is not your solebeneficiary)*I understandthat the Plan states that if we are married as of the date of my spouse’sdeath, I will automatically receive my spouse’s remaining deferral benefits,unless I waive this right.  I consent towaive this right in accordance with the beneficiary designation set forthabove.  I understand that if I signbelow, my consent is irrevocable unless my spouse revokes this beneficiarydesignation.  I further understand thatand acknowledge that if I sign below, no survivor benefit will be payable tome, except as may be provided above.

 
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|   | Signature     |   | Date   |   |
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|   | Printed  Name |   | SSN    |   |

 

**ACKNOWLEDGMENT:**On this        day of                             [MONTH AND YEAR].                                    appeared before me and acknowledge that he/she is the spouse of                            and that he/she freely and voluntarily signed the foregoing consent for the useand purpose set forth therein.

 

 
| My  commission expires:           |   | Signature  of notary public or plan representative: |
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| Received  by Corporate Secretary: |   |                                                |
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| Initial                           | Date   |                                                |
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