**Exhibit10.1**

**TEXASEASTERN PRODUCTS PIPELINE COMPANY, LLC**

**2000 LONGTERM INCENTIVE PLAN**

**NOTICE OF 2006 AWARD**

Grantee:

EffectiveDate:  January 1, 2006

# 1.             ***Grant*****.**Pursuant to the Texas Eastern Products Pipeline Company, LLC 2000 LongTerm 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 Periodbeginning on January 1, 2006, and ending on December 31, 2008.

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

# 3.             ***AutomaticReplacement of Award with an EPCO Award.***Notwithstanding anything in this Notice to thecontrary, effective upon a consolidation, merger or combination of thebusinesses of Enterprise Product Partners, L.P. and TEPPCO Partners, L.P., (a “BusinessCombination”), as determined by EPCO, in its discretion, prior to the end ofthe Performance Period, your Award under this Notice automatically shallterminate in full without payment. Upon such Business Combination, you will begranted either Restricted Units or Phantom Units (as determined by EPCO in itsdiscretion) 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 grantedto you under this Notice, multiplied by the quotient of (i) the closingsales price of a TEPPCO Common Unit on the effective date of the BusinessCombination divided by (ii) the closing sales price of an EnterpriseProducts Common Unit on that date. The EPCO Grant will provide full vesting atthe end of its four-year vesting period provided you are an employee of EPCO orits affiliates on that date. It will also provide for earlier vesting uponcertain qualifying terminations of employment prior to the end of the vestingperiod consistent with the form of grant agreement adopted by EPCO in generalwith respect to such EPCO long-term incentive plan. The four-year vestingperiod for the EPCO Grant will begin on the date you received your 2006 Awardunder this Notice.

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

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

6.***             Assignmentby TEPPCO.***TEPPCO may assign this Notice to any successor ofTEPPCO or to any Affiliate of TEPPCO, including EPCO.

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

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8.             ***Severability.***If a court of competentjurisdiction determines that any provision of this Notice is invalid orunenforceable, then the validity or enforceability of this provision shall notaffect 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 attachedhereto and incorporated by reference herein. Terms that are not specificallydefined in this Notice shall have the meanings ascribed to them in the Plan. Inthe event of any conflict between the terms of this Notice and the Plan, thePlan shall govern.
| **TEXAS EASTERN PRODUCTS PIPELINE** |
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| **COMPANY, LLC**                    |
| ** **                          |   |   |
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| By:                                 |   |   |
| Name:                               |   |   |
| Title:                              |   |   |
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| **GRANTEE:**                        |   |   |
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| Name:                               |   |   |
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