Exhibit
10.2


TEXAS
EASTERN PRODUCTS PIPELINE COMPANY, LLC


2005
PHANTOM UNIT PLAN


NOTICE OF 2006 AWARD


Grantee:  [              ]


Effective Date:  January 1, 2006


1.             Grant.  Pursuant to the
Texas Eastern Products Pipeline Company, LLC 2005 Phantom Unit Plan (the “Plan”),
Texas Eastern Products Pipeline Company, LLC (“TEPPCO”) hereby grants you, as
of the Effective Date,              
Phantom Units (the “Award”) with respect to the Performance Period beginning on
January 1, 2006, and ending on December 31, 2008.


2.             Performance Goal.  The Performance Goal applicable to this Award
shall be the achievement of a cumulative EBITDA for the Performance Period of
an amount equal to the sum of the EBITDA targets established by the Board of
Directors for each of the calendar years during the Performance Period.


3.             Vested
Percentage.  At the end of
the Performance Period, the Chief Executive Officer of TEPPCO shall determine
your Vested Interest after determining the extent to which the Performance Goal
has been achieved.  Subject to the
following, your Vested Percentage will be equal to the percentage of the Target
Level of Performance that is achieved during the Performance Period, but in no
event shall it be greater than 150%. 
However, the Chief Executive Officer has the unrestricted discretion to
reduce your Vested Percentage below the Target Level of Performance achieved
for any reason(s) he/she deems appropriate. 
Further, if the Chief Executive Officer determines that less than 50% of
the Target Level of Performance was achieved during the Performance Period,
your Vested Percentage will be zero.


4.             Automatic
Replacement of Phantom Units  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 Phantom 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 qualifiying 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 2005 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: