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 credi