TEXAS EASTERN PRODUCTS PIPELINE COMPANY
AMENDED AND RESTATED
1997 EMPLOYEE INCENTIVE COMPENSATION PLAN
Texas Eastern Products Pipeline Company ("TEPPCO") hereby establishes,
effective as of January 1, 1997, the Texas Eastern Products Pipeline Company
1997 Employee Incentive Compensation Plan providing as follows:
The Plan is intended to provide a method whereby eligible employees of
TEPPCO may be motivated through personal financial gain linked to the
performance of TEPPCO Partners, L.P. (the "Partnership"), to strive to further
enhance the Partnership's financial performance.
Unless the meaning is clearly different when used in context, these
terms shall have the meanings set forth below. Wherever applicable, the
masculine pronoun as used herein shall be deemed to mean the feminine, the
feminine pronoun the masculine, the singular the plural and the plural the
A. "Attainable Earnings Level" shall mean the earnings level,
expressed in terms of net income, that the Committee determines, for purposes
of this Plan, that the Partnership might expect for its fiscal year coinciding
with a particular Plan Year, assuming current business activity, expected
projects, and some growth or other improvement.
B. "Award Amount" shall have the meaning set forth in Article
V.B. of this Plan.
C. "Board" shall mean the Board of Directors of TEPPCO.