credited.
All payments
under this Section 10(a)(2) shall be made not later than thirty (30) days after
the date of the Change in Control.
(B)
FOR THE PURPOSES OF THIS SECTION 10, A "CHANGE IN CONTROL" SHALL
BE DEEMED TO HAVE OCCURRED IF:
(I)
ANY PERSON IS OR BECOMES THE BENEFICIAL OWNER, DIRECTLY OR
INDIRECTLY, OF SECURITIES OF TEPPCO REPRESENTING MORE THAN FIFTY PERCENT (50%)
OF THE COMBINED VOTING POWER OF TEPPCO'S THEN OUTSTANDING VOTING SECURITIES; OR
(II)
ALL OR SUBSTANTIALLY ALL OF THE ASSETS AND BUSINESS OF TEPPCO OR
THE PARTNERSHIP ARE SOLD, TRANSFERRED OR ASSIGNED TO, OR OTHERWISE ACQUIRED BY,
ANY OTHER PERSON OR PERSONS; OR
(III)
THE DISSOLUTION OR LIQUIDATION OF PARTNERSHIP OR TEPPCO; OR
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(IV)
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, OR THE PARTNERSHIP.
(C)
THE TERM "BENEFICIAL OWNER" SHALL HAVE THE MEANING SET FORTH IN
SECTION 10(C) 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 BUSINESS ORGANIZATION,
ASSOCIATION OR OTHER ENTITY PROVIDED THAT THE TERM "PERSON" SHALL NOT INCLUDE
(I) DUKE ENERGY CORPORATION ("DUKE"), (II) ANY AFFILIATE OF DUKE, INCLUDING BUT
NOT LIMITED TO DUKE ENERGY FIELD SERVICES, L.P., OR (III) ANY EMPLOYEE BENEFIT
PLAN MAINTAINED BY DUKE OR ANY AFFILIATE OF DUKE.
FOR THE PURPOSE OF THIS
SECTION 10, "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.
2.
EXCEPT AS HEREBY AMENDED BY THIS SUPPLEMENTAL AGREEMENT NO. 1,
THE EMPLOYMENT AGREEMENT IS HEREBY RATIFIED AND AFFIRMED IN ALL RESPECTS.
IN WITNESS WHEREOF, the parties hereto have executed this SUPPLEMENTAL AGREEMENT
No. 1 this 23rd day of February, 2005.
TEXAS EASTERN PRODUCTS PIPELINE COMPANY, LLC
By:
/s/ JAMES C. RUTH
Title:
General Counsel
EXECUTIVE:
/s/ BARRY R. PEARL
Printed Name:
Barry R. Pearl
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