THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

TEPPCO Partners, L.P. (TPP)

3/1/2006 10K Information

The Partnership does not have any employees. We are managed by the Company, which for all periods prior to February 23, 2005, was an indirect wholly owned subsidiary of DEFS. According to the Partnership Agreement, the Company was entitled to reimbursement of all direct and indirect expenses related to our business activities. As a result of the change in ownership of the General Partner on February 24, 2005, all of our management, administrative and operating functions are performed by employees of EPCO, pursuant to an administrative services agreement. We reimburse EPCO for the costs of its employees who perform operating functions for us and for costs related to its other management and administrative employees (see Note 1 in the Notes to the Consolidated Financial Statements).

At December 31, 2005, we had a receivable from EPCO and affiliates of $4.3 million related to sales and transportation services provided to EPCO and affiliates. At December 31, 2005, we had a payable to EPCO and affiliates of $9.8 million related to direct payroll, payroll related costs and other operational related charges.

At December 31, 2004, we had a receivable from DEFS and affiliates of $10.5 million related to sales and transportation services provided to DEFS and affiliates. Included in this receivable balance from DEFS and affiliates at December 31, 2004, is a gas imbalance receivable of $0.9 million. At December 31, 2004, we had a payable to DEFS and affiliates of $22.4 million related to direct payroll, payroll related costs, management fees, and other operational related charges, including those for Jonah, Chaparral and Val Verde as described above. Included in this payable balance at December 31, 2004, is a gas imbalance payable to DEFS and affiliates of $3.2 million.

From February 24, 2005 through December 31, 2005, the majority of our insurance coverage, including property, liability, business interruption, auto and directors and officers’ liability insurance, was obtained through EPCO. From February 24, 2005 through December 31, 2005, we incurred insurance expense related to premiums charged by EPCO of $9.8 million. At December 31, 2005, we had insurance reimbursement receivables due from EPCO of $1.3 million.

Through February 23, 2005, we contracted with Bison Insurance Company Limited (“Bison”), a wholly owned subsidiary of Duke Energy, for a majority of our insurance coverage, including property, liability, auto and directors and officers’ liability insurance. Through February 23, 2005 and for the years ended December 31, 2004 and 2003, we incurred insurance expense related to premiums paid to Bison of $1.2 million, $6.5 million and $5.9 million, respectively. At December 31, 2004, we had insurance reimbursement receivables due from Bison of $5.2 million.

On April 2, 2003, we sold in an underwritten public offering 3.9 million Units at $30.35 per Unit. The proceeds from the offering, net of underwriting discount, totaled approximately $114.5 million, of which approximately $113.8 million was used to repurchase and retire all of the 3.9 million previously outstanding Class B Units held by DETTCO.

1/6/2006 8K Information

Prior to being elected to the Board in March 2005, upon the change in control of the General Partner, Mr. Marshall served as a director of Enterprise Products GP, LLC, the general partner of Enterprise Products Partners L.P. from 1998 until his resignation on March 22, 2005.

3/1/2005 10K Information

Mark A. Borer has served as Group Vice President, Marketing and Corporate Development of Duke Energy Field Services, LLC, (DEFS) since December 2004. He was previously Executive Vice President, Marketing and Corporate Development of DEFS from April 2002 to December 2004. The General Partner is a wholly owned subsidiary of Duke Energy Field Services, LLC (“DEFS”), a joint venture between Duke Energy Corporation (“Duke Energy”) and ConocoPhillips.

Michael J. Bradley has served as Group Vice President, Gathering and Processing of Duke Energy Field Services, LLC, (DEFS) since December 2004. He was Executive Vice President, Gathering and Processing of DEFS from April 2002 until December 2004. The General Partner is a wholly owned subsidiary of Duke Energy Field Services, LLC (“DEFS”), a joint venture between Duke Energy Corporation (“Duke Energy”) and ConocoPhillips.

During 2004, Jim W. Mogg, a director of the General Partner and group vice president and chief development officer of Duke Energy, was chairman of the Compensation Committee of the General Partner and participated in deliberations concerning the General Partner’s executive officer compensation. The other four members of the Compensation Committee of the General Partner, Milton Carroll, Derrill Cody, John P. DesBarres and Paul F. Ferguson, Jr., are non-employee directors of the General Partner and are not officers or directors of DEFS or its parent companies, ConocoPhillips or Duke Energy.

Our Management

We have no employees and are managed by the Company, an indirect wholly owned subsidiary of DEFS. Duke Energy holds an interest of approximately 70% in DEFS, and ConocoPhillips holds the remaining interest of approximately 30%. According to the Partnership Agreements, the Company is entitled to reimbursement of all direct and indirect expenses related to our business activities (see Note 1. Partnership Organization).

For the years ended December 31, 2004, 2003, and 2002, we incurred direct expenses of $83.6 million, $78.0 million and $66.7 million, respectively, which were charged to us by DEFS. Substantially all of these costs were related to payroll and payroll related expenses. For the years ended December 31, 2004, 2003, and 2002, expenses for administrative services and overhead allocated to us by Duke Energy and its affiliates were $1.2 million, $1.1 million and $0.8 million, respectively.

Transactions with DEFS and its affiliates

TCO purchases condensate from DEFS and its affiliates. For the years ended December 31, 2004, 2003, and 2002, TCO’s purchases from DEFS and its affiliates were $141.3 million, $110.7 million and $80.5 million, respectively.

LSI sells lubrication oils and specialty chemicals to DEFS. For the years ended December 31, 2004, 2003, and 2002, revenues recognized by LSI included $16.1 million, $15.2 million and $14.6 million, respectively, for the sale of lubrication oils and specialty chemicals to DEFS.

Effective with the purchase of fractionation facilities on March 31, 1998, TEPPCO Colorado and DEFS entered into a 20-year Fractionation Agreement, under which TEPPCO Colorado receives a variable fee for all fractionated volumes delivered to DEFS. Revenues recognized from the fractionation facilities totaled $7.5 million, $7.4 million and $7.4 million for the years ended December 31, 2004, 2003 and 2002, respectively. TEPPCO Colorado and DEFS also entered into an Operation and Maintenance Agreement, whereby DEFS operates and maintains the fractionation facilities for TEPPCO Colorado. For these services, TEPPCO Colorado pays DEFS a set volumetric rate for all fractionated volumes delivered to DEFS. Expenses related to the Operation and Maintenance Agreement totaled $0.9 million for each of the years ended December 31, 2004, 2003 and 2002.

The Dean Pipeline and the Wilcox Pipeline were included with the crude oil assets purchased from DEFS effective November 1, 1998. The southern portion of the Dean Pipeline originates in South Texas and transports NGLs for DEFS into its pipeline in Point Comfort, Texas. Revenues recognized from DEFS for NGL transportation totaled $0.2 million, $1.0 million and $2.9 million for the years ended December 31, 2004, 2003 and 2002, respectively. The Wilcox Pipeline, which is located along the Texas Gulf Coast, transports NGLs for DEFS from two of its natural gas processing plants and is currently supported by a throughput agreement with DEFS through November 2005. The fees paid to us by DEFS under the agreement were $1.4 million, $1.5 million and $1.2 million for the years ended December 31, 2004, 2003 and 2002, respectively.

The Panola Pipeline and San Jacinto Pipeline were purchased on December 31, 2000, from DEFS for $91.7 million. These pipelines originate at DEFS’ East Texas Plant Complex in Panola County, Texas, and transport NGLs for DEFS and other major integrated oil and gas companies. Revenues recognized from an affiliate of DEFS for NGL transportation totaled $11.3 million, $9.2 million and $12.0 million for the years ended December 31, 2004, 2003 and 2002, respectively.

Effective May 2001, we entered into an agreement with an affiliate of DEFS to commit to it sole utilization of our Providence terminal. We operate the terminal and provide propane loading services to an affiliate of DEFS. The agreement was renegotiated in May 2004. During the years ended December 31, 2004, 2003 and 2002, revenues of $4.3 million, $3.2 million and $2.3 million, respectively, from an affiliate of DEFS were recognized pursuant to this agreement.

On September 30, 2001, we purchased Jonah (see Note 5. Acquisitions and Dispositions). The Jonah assets are managed and operated by employees of DEFS under a contractual agreement under which DEFS is reimbursed for its actual costs. During the years ended December 31, 2004, 2003 and 2002, we recognized $4.1 million, $3.7 million and $3.3 million, respectively, of expenses related to the operation and management of the Jonah assets by DEFS. Jonah provides gas gathering services to an affiliate of DEFS. The gathering fees paid to us by an affiliate of DEFS totaled $3.3 million, $2.0 million and $1.2 million for the years ended December 31, 2004, 2003 and 2002, respectively. In connection with Jonah’s Pioneer processing plant operations, which was constructed during the Phase III expansion and began operating in 2004, Jonah sells NGLs to, and purchases gas from, an affiliate of DEFS. For the year ended December 31, 2004, Jonah’s sales to DEFS and its affiliates were $7.1 million, and purchases from DEFS and its affiliates were $5.1 million. In addition, processing fees we received from an affiliate of DEFS for gas processing services at the Pioneer plant totaled $0.6 million for the year ended December 31, 2004.

On March 1, 2002, we purchased the Chaparral NGL system (see Note 5. Acquisitions and Dispositions). The Chaparral assets are managed and operated by employees of DEFS under a contractual agreement under which DEFS is reimbursed for its actual costs. During the years ended December 31, 2004, 2003, and 2002, we recognized $2.3 million, $2.1 million and $1.7 million, respectively, of expenses related to the operation and management of the Chaparral assets by DEFS. An affiliate of DEFS transports NGLs on the Chaparral NGL system. The fees paid to us by an affiliate of DEFS for NGL transportation on the Chaparral NGL system totaled $3.8 million, $5.5 million and $4.5 million for the years ended December 31, 2004, 2003 and 2002, respectively.

On June 30, 2002, we purchased Val Verde (see Note 5. Acquisitions and Dispositions). The Val Verde assets are managed and operated by employees of DEFS under a contractual agreement under which DEFS is reimbursed for its actual costs. During the years ended December 31, 2004, 2003, and 2002, we recognized $3.8 million, $3.0 million and $1.2 million, respectively, of expenses related to the operation and management of the Val Verde assets by DEFS.

At December 31, 2004 and 2003, we had a receivable from DEFS of $10.5 million and $1.8 million, respectively, related to sales and transportation services provided to DEFS. Included in this receivable balance from DEFS at December 31, 2004, is a gas imbalance receivable of $0.9 million. At December 31, 2004 and 2003, we had a payable to DEFS of $22.4 million and $15.0 million, respectively, related to direct payroll, payroll related costs, management fees, and other operational related charges, including those for Jonah, Chaparral and Val Verde as described above. Included in this payable balance at December 31, 2004 and 2003, is a gas imbalance payable to DEFS of $3.2 million and $1.5 million, respectively.

On April 2, 2003, we sold in an underwritten public offering 3.9 million Units at $30.35 per Unit. The proceeds from the offering, net of underwriting discount, totaled approximately $114.5 million, of which approximately $113.8 million was used to repurchase and retire all of the 3.9 million previously outstanding Class B Units held by DETTCO (see Note 11. Partners’ Capital and Distributions).

We contract with Bison Insurance Company Limited (“Bison”), a wholly owned subsidiary of Duke Energy, for a majority of our insurance coverage, including property, liability, auto and directors and officers insurance coverage. For the years ended December 31, 2004, 2003 and 2002, we incurred insurance expense related to premiums paid to Bison of $6.5 million, $5.9 million and $3.8 million, respectively. At December 31, 2004 and 2003, we had insurance reimbursement receivables due from Bison of $5.2 million and $4.2 million, respectively.

Interest of the General Partner in the Partnership

We make quarterly cash distributions of all of our Available Cash, generally defined as consolidated cash receipts less consolidated cash disbursements and cash reserves established by the General Partner in its sole discretion. According to the Partnership Agreement, the Company receives incremental incentive cash distributions when cash distributions exceed certain target thresholds as follows: (See page 70 of the 10K)

During the year ended December 31, 2004, distributions paid to the General Partner totaled $66.9 million, including incentive distributions of $63.5 million.

Interests of Duke Energy in the Partnership

In connection with our formation, the Company received 2,500,000 Deferred Participation Interests (“DPIs”). Effective April 1, 1994, the DPIs began participating in distributions of cash and allocations of profit and loss in a manner identical to our Units and are treated as Units for purposes of this Report. These Units were assigned to Duke Energy when ownership of the Company was transferred from Duke Energy to DEFS in 2000. Pursuant to our Partnership Agreement, we have registered the resale by Duke Energy of these Units with the SEC. As of December 31, 2004, none of these Units had been sold by Duke Energy.

On February 24, 2005, our General Partner was acquired by EPCO, a privately held company controlled by Dan L. Duncan. Additionally, in a separate transaction, EPCO and its affiliates have agreed to purchase the 2.5 million Units from Duke Energy, valued at approximately $100.0 million (see Note 21. Subsequent Event).

2/23/2004 10K Information

During 2003, Jim W. Mogg, a director of the General Partner and chairman, president and chief executive officer of DEFS, was chairman of the Compensation Committee of the General Partner and participated in deliberations concerning the General Partner’s executive officer compensation. The other four members of the Compensation Committee of the General Partner, Milton Carroll, R. A. Walker, Derrill Cody and John P. DesBarres, are non-employee directors of the General Partner and are not officers or directors of DEFS or its parent companies, ConocoPhillips or Duke Energy.

Mr. Mogg served as Chairman, President and Chief Executive Officer of Duke Energy Field Services, LLC from December 1999 to December 2003.

Mr. Borer has served as Executive Vice President of Marketing and Corporate Development for Duke Energy Field Services, LLC, (DEFS) since April 2002.

Mr. Bradley has served as Executive Vice President, Gathering and Processing of Duke Energy Field Services, LLC, (DEFS) since April 2002.

Mr. Easter has served as Chairman, President and Chief Executive Officer of Duke Energy Field Services, LLC, (DEFS) since January 2004.

Our Management

We have no employees and are managed by the Company, a wholly owned subsidiary of DEFS. Duke Energy holds an interest of approximately 70% in DEFS, and ConocoPhillips holds the remaining 30%. According to the Partnership Agreements, the Company is entitled to reimbursement of all direct and indirect expenses related to our business activities (see Note 1. Partnership Organization).

For the years ended December 31, 2003, 2002, and 2001, we incurred direct expenses of $74.5 million, $66.7 million and $65.2 million, respectively, which were charged to us by DEFS. Substantially all of these costs were related to payroll and payroll related expenses. For the years ended December 31, 2003, 2002, and 2001, expenses for administrative services and overhead allocated to us by Duke Energy and its affiliates were $1.1 million, $0.8 million and $0.6 million, respectively.

Transactions with DEFS

LSI sells lubrication oils and specialty chemicals to DEFS. For the years ended December 31, 2003, 2002, and 2001, revenues recognized by LSI included $15.2 million, $14.6 million and $12.3 million, respectively, for the sale of lubrication oils and specialty chemicals to DEFS.

Effective with the purchase of the fractionation facilities on March 31, 1998, TEPPCO Colorado and DEFS entered into a 20-year Fractionation Agreement, under which TEPPCO Colorado receives a variable fee for all fractionated volumes delivered to DEFS. Revenues recognized from the fractionation facilities totaled $7.4 million for each of the years ended December 31, 2003, 2002 and 2001. TEPPCO Colorado and DEFS also entered into an Operation and Maintenance Agreement, whereby DEFS operates and maintains the fractionation facilities. For these services, TEPPCO Colorado pays DEFS a set volumetric rate for all fractionated volumes delivered to DEFS.

Expenses related to the Operation and Maintenance Agreement totaled $0.9 million for each of the years ended December 31, 2003, 2002 and 2001.

The Dean Pipeline and the Wilcox Pipeline were included with the crude oil assets purchased from DEFS effective November 1, 1998. The Dean Pipeline originates in South Texas and transports NGLs for DEFS into its pipeline in Point Comfort, Texas. Revenues recognized from DEFS for NGL transportation totaled $1.0 million, $2.9 million and $0.1 million for the years ended December 31, 2003, 2002 and 2001, respectively. The Wilcox Pipeline, which is located along the Texas Gulf Coast, transports NGLs for DEFS from two of its processing plants and is currently supported by a throughput agreement with DEFS through 2005. The fees paid to us by DEFS under the agreement were $1.5 million, $1.2 million and $1.2 million for the years ended December 31, 2003, 2002 and 2001, respectively.

The Panola Pipeline and San Jacinto Pipeline were purchased on December 31, 2000, from DEFS for $91.7 million. These pipelines originate at DEFS’ East Texas Plant Complex in Panola County, Texas. For the years ended December 31, 2003, 2002 and 2001, revenues recognized included $9.2 million, $12.0 million and $13.9 million, respectively, from an affiliate of DEFS for NGL transportation fees on the Panola and San Jacinto Pipelines.

Effective May 2001, we entered into an agreement with an affiliate of DEFS to commit sole utilization of our Providence terminal to an affiliate of DEFS. We operate the terminal and provide propane loading services to an affiliate of DEFS. The agreement terminates in May 2004, and we are currently renegotiating the agreement. During the years ended December 31, 2003, 2002 and 2001, revenues of $3.2 million, $2.3 million and $1.5 million from an affiliate of DEFS, respectively, were recognized pursuant to this agreement.

On September 30, 2001, we completed the acquisition of Jonah (see Note 6. Acquisitions and Dispositions). The Jonah assets are managed and operated by employees of DEFS under a contractual agreement under which DEFS is reimbursed for its actual costs. During the years ended December 31, 2003, 2002 and 2001, we recognized $3.7 million, $3.3 million and $0.6 million, respectively, of expense related to the operation and management of the Jonah assets by DEFS.

On March 1, 2002, we completed the acquisition of the Chaparral NGL system (see Note 6. Acquisitions and Dispositions). The Chaparral assets are managed and operated by employees of DEFS under a contractual agreement under which DEFS is reimbursed for its actual costs. During the years ended December 31, 2003, and 2002, we recognized $2.1 million and $1.7 million, respectively, of expenses related to the operation and management of the Chaparral assets by DEFS. An affiliate of DEFS transports NGLs on the Chaparral NGL system. The fees paid to us by an affiliate of DEFS for NGL transportation on Chaparral totaled $5.5 million and $4.5 million for the years ended December 31, 2003 and 2002, respectively.

On June 30, 2002, we completed the acquisition of Val Verde (see Note 6. Acquisitions and Dispositions). The Val Verde assets are managed and operated by employees of DEFS under a contractual agreement under which DEFS is reimbursed for its actual costs. During the years ended December 31, 2003, and 2002, we recognized $3.0 million and $1.2 million, respectively, of expenses related to the operation and management of the Val Verde assets by DEFS.

At December 31, 2003 and 2002, we had a receivable from DEFS of $1.8 million and $6.9 million, respectively, related to sales and transportation services provided to DEFS. Included in the receivable balance at December 31, 2002, was an amount related to environmental remediation activities. At December 31, 2003 and 2002, we had a payable to DEFS of $9.7 million and $6.7 million, respectively, related to direct payroll, payroll related costs and management fees for Jonah, Chaparral, and Val Verde as described above. Included in this payable balance to DEFS at December 31, 2003 and 2002, is an imbalance payable to DEFS by TEPPCO Midstream of $1.5 million and $0.9 million, respectively.

On April 2, 2003, we sold in an underwritten public offering 3.9 million Units at $30.35 per Unit. The proceeds from the offering, net of underwriting discount, totaled approximately $114.5 million, of which approximately $113.8 million was used to repurchase and retire all of the 3.9 million previously outstanding Class B Units held by DETTCO (see Note 12. Partners’ Capital and Distributions).

We contract with Bison Insurance Company Limited (“Bison”), a wholly owned subsidiary of Duke Energy, for a majority of our insurance coverage, including property, liability, auto and directors and officers insurance coverage. For the years ended December 31, 2003 and 2002, we paid insurance premiums to Bison of $6.4 million and $4.5 million, respectively. At December 31, 2003 and 2002, we had insurance reimbursement receivables due from Bison of $1.9 million and $1.3 million, respectively.

At December 31, 2003, we had a loan of propane outstanding to DEFS with a total value of $1.4 million. We will earn a nominal rental fee of $0.1 million on this transaction. This propane will be returned to us in February 2004. We regularly loan inventory for a fee to third parties and affiliates as part of our inventory management practice.

Interest of the General Partner in the Partnership

We make quarterly cash distributions of all of our Available Cash, generally defined as consolidated cash receipts less consolidated cash disbursements and cash reserves established by the General Partner in its sole discretion. According to the Partnership Agreement, the Company receives incremental incentive cash distributions when cash distributions exceed certain target thresholds as follows: (Page 68 of 10K)

During the year ended December 31, 2003, distributions paid to the General Partner totaled $54.7 million, including incentive distributions of $51.7 million.

Interests of Duke Energy in the Partnership

In connection with our formation, the Company received 2,500,000 Deferred Participation Interests (“DPIs”). Effective April 1, 1994, the DPIs began participating in distributions of cash and allocations of profit and loss in a manner identical to Units and are treated as Units for purposes of this Report. These Units were assigned to Duke Energy when ownership of the Company was transferred from Duke Energy to DEFS in 2000. Pursuant to our Partnership Agreement, we have registered the resale by Duke Energy of these Units with the Securities and Exchange Commission. As of December 31, 2003, none of these Units had been sold by Duke Energy.