Exhibit
10.1


TEXAS
EASTERN PRODUCTS PIPELINE COMPANY, LLC


2000 LONG
TERM INCENTIVE PLAN


NOTICE OF 2006 AWARD


Grantee:


Effective
Date:  January 1, 2006


1.             Grant. Pursuant to the Texas Eastern Products Pipeline Company, LLC 2000 Long
Term Incentive Plan (the “Plan”), Texas Eastern Products Pipeline Company, LLC
(“TEPPCO”) hereby grants you, as of the Effective Date,                
Long Term Incentive Units (the “Award”) with respect to the Performance Period
beginning on January 1, 2006, and ending on December 31, 2008.


2.             Vested Interest. At the end of the
Performance Period, the Chairman of the Board of Directors of Texas Eastern
Products Pipeline Company, LLC shall determine your Vested Interest in the
Award as follows:  (A) minus (B),
multiplied by (C), where (A) is the Economic Value Added for the
Performance Period, (B) is the Benchmark, and (C) is .00000305%. The
Benchmark is $85,776,000.


3.             Automatic
Replacement of Award with an EPCO Award. Notwithstanding anything in this Notice to the
contrary, effective upon a consolidation, merger or combination of the
businesses of Enterprise Product Partners, L.P. and TEPPCO Partners, L.P., (a “Business
Combination”), as determined by EPCO, in its discretion, prior to the end of
the Performance Period, your Award under this Notice automatically shall
terminate in full without payment. Upon such Business Combination, you will be
granted either Restricted Units or Phantom Units (as determined by EPCO in its
discretion) under an EPCO, Inc. long term incentive plan (the “EPCO Grant”).
The EPCO Grant will be equal to the number of Long Term Incentive Units granted
to you under this Notice, multiplied by the quotient of (i) the closing
sales price of a TEPPCO Common Unit on the effective date of the Business
Combination divided by (ii) the closing sales price of an Enterprise
Products Common Unit on that date. The EPCO Grant will provide full vesting at
the end of its four-year vesting period provided you are an employee of EPCO or
its affiliates on that date. It will also provide for earlier vesting upon
certain qualifying terminations of employment prior to the end of the vesting
period consistent with the form of grant agreement adopted by EPCO in general
with respect to such EPCO long-term incentive plan. The four-year vesting
period for the EPCO Grant will begin on the date you received your 2006 Award
under this Notice.


4.             Withholding of Taxes. EPCO may withhold
from all payments to be paid to you pursuant to this Notice all taxes that, by
applicable federal, state, local or other law of any applicable jurisdiction,
it is required to withhold.


5.             Amendment. This Notice may be amended or
modified by TEPPCO at any time, but no change that is materially adverse to you
may be made without your written consent.


6.             Assignment
by TEPPCO. TEPPCO may assign this Notice to any successor of
TEPPCO or to any Affiliate of TEPPCO, including EPCO.


7.             Governing Law. The validity,
interpretation, construction and enforceability of this Notice shall be
governed by the laws of the State of Texas without giving effect to a choice or
conflict of law provision or rule of such state.









 



8.             Severability. If a court of competent
jurisdiction determines that any provision of this Notice is invalid or
unenforceable, then the validity or enforceability of this provision shall not
affect the validity or enforceability of any other provision of this Notice,
and all other provisions shall remain in full force and effect.


9.             Plan. A copy of the Plan is attached
hereto and incorporated by reference herein. Terms that are not specifically
defined in this Notice shall have the meanings ascribed to them in the Plan. In
the event of any conflict between the terms of this Notice and the Plan, the
Plan shall govern.


	
  TEXAS EASTERN PRODUCTS PIPELINE

  
	
  COMPANY, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  GRANTEE:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name: