**Exhibit10.2**

**TEXASEASTERN PRODUCTS PIPELINE COMPANY, LLC**

**2005PHANTOM UNIT PLAN**

**NOTICE OF 2006 AWARD**

Grantee:  [              ]

Effective Date:  January 1, 2006

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

2.             ***Performance Goal.***  The Performance Goal applicable to this Awardshall be the achievement of a cumulative EBITDA for the Performance Period ofan amount equal to the sum of the EBITDA targets established by the Board ofDirectors for each of the calendar years during the Performance Period.

# 3.             ***VestedPercentage.***  At the end ofthe Performance Period, the Chief Executive Officer of TEPPCO shall determineyour Vested Interest after determining the extent to which the Performance Goalhas been achieved.  Subject to thefollowing, your Vested Percentage will be equal to the percentage of the TargetLevel of Performance that is achieved during the Performance Period, but in noevent shall it be greater than 150%. However, the Chief Executive Officer has the unrestricted discretion toreduce your Vested Percentage below the Target Level of Performance achievedfor any reason(s) he/she deems appropriate. Further, if the Chief Executive Officer determines that less than 50% ofthe Target Level of Performance was achieved during the Performance Period,your Vested Percentage will be zero.

# 4.             ***AutomaticReplacement of Phantom Units  with anEPCO Award. ***Notwithstanding anything in this Notice to thecontrary, effective upon a consolidation, merger or combination of the businessesof 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.  Uponsuch Business Combination, you will be granted either Restricted Units orPhantom 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 toyou under this Notice, multiplied by the quotient of (i) the closing salesprice of a TEPPCO Common Unit on the effective date of the Business Combinationdivided by (ii) the closing sales price of an Enterprise Products Common Uniton that date.  The EPCO Grant willprovide full vesting at the end of its four-year vesting period provided youare an employee of EPCO or its affiliates on that date.  It will also provide for earlier vesting uponcertain qualifiying 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 vesting period for the EPCOGrant will begin on the date you received your 2005 Award under this Notice.

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4.             ***Withholding of Taxes. ***EPCO may withhold from allpayments 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 or modified byTEPPCO at any time, but no change that is materially adverse to you may be madewithout your written consent.

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

7.             ***Governing Law.***  The validity, interpretation, constructionand enforceability of this Notice shall be governed by the laws of the State ofTexas without giving effect to a choice or conflict of law provision or rule ofsuch state.

8.             ***Severability.***  If a court of competent jurisdictiondetermines that any provision of this Notice is invalid or unenforceable, thenthe validity or enforceability of this provision shall not affect the validityor enforceability of any other provision of this Notice, and all otherprovisions shall remain in full force and effect.

9.             ***Plan.***  A copy of the Plan is attached hereto andincorporated by reference herein.  Termsthat are not specifically defined in this Notice shall have the meaningsascribed to them in the Plan.  In theevent of any conflict between the terms of this Notice and the Plan, the Planshall govern.
| **TEXAS EASTERN PRODUCTS PIPELINE** |
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| **COMPANY, LLC**                    |
| ** **                          |   |   |
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| By:                                 |   |   |
| Name:                               |   |   |
| Title:                              |   |   |
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| **GRANTEE:**                        |   |   |
| ** **                          |   |   |
| Name:                               |   |   |
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