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**Exhibit 10.5**

**TEXAS EASTERN PRODUCTS PIPELINE COMPANY, LLC2000 LONG TERM INCENTIVE PLANAWARD AGREEMENT**

THIS AWARD AGREEMENT (this “*Agreement*”)is made between Texas Eastern Products Pipeline Company, LLC, a Delawarelimited liability company (“*TEPPCO*”),and (INSERTGRANTEE’S NAME) (the “Grantee”) effective as of             ,         (the “*EffectiveDate*”). TEPPCO considers that its interests will be served bygranting the Grantee long term incentive units under the Texas Eastern ProductsPipeline Company, LLC 2000 Long Term Incentive Plan (the “*Plan*”).The award of long term incentive units granted hereby (the “*Award*”) is subject to the terms of the Plan, a copy of whichis attached hereto and incorporated by reference herein. Terms that are notspecifically defined in this Agreement shall have the meanings ascribed to themin the Plan.

**IT IS AGREED:**.

1.***             General Terms.***Subject to the terms ofthe Plan and this Agreement, effective as of the Effective Date, TEPPCO herebygrants to the Grantee           Long Term Incentive Units.

2.***             Vested Interest.***The Grantee’s VestedInterest applicable to the Award is the result of (A) minus (B) multipliedby (C), where (A) is Economic Value Added for the Performance Period, (B) isthe Benchmark, and (C) is .00000405%. The Benchmark is $73,028,000 (whichrepresents the Economic Value Added for the three-year period that commences onJanuary 1, 2002 and ends on December 31, 2004). Subject to Section 3of this Agreement, the Performance Period applicable to the Award is thethree-year period that commences on January 1, 2005 and ends on December 31,2007.

3.***             Change in Control Described in any of Paragraphs (i), (iv) or(vii) of Section 2.8 of the Plan.***Notwithstanding anyother provision of the Plan or this Agreement, if a Change in Control describedin any of paragraphs (i),(iv), or (vii) of Section 2.8 of the Planoccurs during the three-year period that begins on January 1, 2005 andends on December 31, 2007, and the Grantee incurs aSeparation From Service in connection with such Change in Control, in lieu ofany other benefit payable under the Plan with respect to this Award, within tendays after the later of the date of the Grantee’s Separation From Service orthe date of the Change in Control TEPPCO (or its successor) will pay theGrantee an amount equal to product of (A) and (B) where (A) isthe number of the Grantee’s long term incentive units granted under this Award and (B) is the average of theclosing prices of a Unit as reported on the New York Stock Exchange, Inc.Composite Transactions Reporting System over the ten consecutive trading daysimmediately preceding the date of the Change in Control. For purposes ofthis Agreement, a Grantee will be deemed to have incurred a Separation FromService “*in connection with a Change in Control*”if  (A) a Change in Control occurs duringthe Performance Period, (B) the Grantee incurs a Separation From Service duringthe Performance Period and (C) (1) the Grantee’s employment withTEPPCO or its successor is terminated by TEPPCO or its successor during thePerformance Period and following the Change in Control, (2) the Granteeresigns from the employ of TEPPCO or its successor for “Good Reason” before orafter the Change in Control, or (3)  the Grantee’s Separation From Serviceoccurs on or prior to the date of the 

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Changein Control  and the Separation FromService is at the request or direction of a person who has entered into anagreement the consummation of which would constitute a Change in Control. Forpurposes of this Agreement, “*Good Reason*”for a Grantee’s resignation means the occurrence of any of the following duringthe Performance Period: (1) TEPPCO or its successor assigns to the Granteeany duties inconsistent with the Grantee’s position (including offices, titles andreporting requirements), authority, duties or responsibilities with TEPPCOimmediately prior to the execution of an agreement the consummation of whichwould constitute a Change in Control, (2) TEPPCO or its successor takesany other action that results in a material diminution in the Grantee’sposition, authorities, duties or responsibilities, (3) TEPPCO or itssuccessor reduces the Grantee’s annual base salary as in effect immediatelyprior to the execution of an agreement the consummation of which wouldconstitute a Change in Control, or (4) TEPPCO or its successor relocatesthe Grantee’s principal place of employment to a place that outside of the 30-mileradius of the Grantee’s principal place of employment immediately prior to theChange in Control.

4.             ***Change in Control Described in Paragraph (ii),(iii), (v), or (vi) of Section 2.8  of the Plan.***Notwithstandingany other provision of the Plan or this Agreement, if a Change in Controldescribed in any of paragraphs (ii),(iii),(v) or (vi) of Section 2.8of the Plan occurs during the three-year period that begins on January 1,2005 and ends on December 31, 2007, in lieu of any other benefit payableunder the Plan with respect to this Award, within ten days after the date ofthe Change in Control TEPPCO (or its successor) will pay the Grantee an amountequal to product of (A) and (B) where (A) is the number of theGrantee’s long term incentive units granted under this Award and (B) isthe average of the closing prices of a Unit as reported on the New York StockExchange, Inc. Composite Transactions Reporting System over the tenconsecutive trading days immediately preceding the date of the Change inControl.

5.***             Negotiation and Mediation.***TEPPCO and theGrantee (the “parties”) will attempt in good faith to resolve any controversyor dispute arising out of or relating to this Agreement promptly bynegotiations between or among the parties. The negotiation process may bestarted by notice by either party to the other party, and the parties agree tonegotiate in good faith, and select an independent mediator to facilitate thenegotiations and conduct up to eight consecutive hours of mediated negotiationsin Houston, Texas within thirty days after the notice is first sent. If, withinten days after the initial notice the parties are not able to agree upon amediator, the party originally giving the notice shall promptly notify AmericanArbitration Association (“AAA”), 140 West 51st Street, New York, New York 10020-1203,AAA will designate a mediator who is independent and impartial, and AAA’sdecision about the identity of the mediator will be final and binding. It shallnot be necessary to comply with the foregoing negotiation or mediationprovisions in order to seek injunctive relief pursuant to the exception at theend of Section 6.

6.***             No Litigation.***No arbitration may becommenced by any party unless and until a negotiation complying with Section 5has been completed, and no litigation or other proceeding may ever beinstituted at any time in any court for the purpose of adjudicating,interpreting or enforcing any of the rights or obligations of the partieshereto or any rights or obligations relating to the subject matter hereof,whether or not covered by the express terms of this Agreement, or for thepurpose of adjudicating a breach or determination of the validity of thisAgreement, or for the purpose of appealing any decision of an arbitrator,except a proceeding instituted for the sole

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purposeof having the award or judgment of an arbitrator entered and enforced or toseek an injunction or restraining order (but not damages in connectiontherewith) in circumstances where such relief is available.

7.***             Binding Arbitration.***If a controversy ordispute is not resolved after completion of the negotiation process describedin Section 5, then, upon notice by either party to the other party (an “ArbitrationNotice”) and to AAA, the controversy or dispute shall be submitted to a solearbitrator who is independent and impartial, for binding arbitration inHouston, Texas, in accordance with AAA’s Commercial Arbitration Rules (the“Rules”). The parties agree that they will faithfully observe this Agreementand the Rules and that they will abide by and perform any award renderedby the arbitrator. The arbitration shall be governed by the Federal ArbitrationAct, 9 U.S.C. Section 1-16 (or by the same principles enunciated bysuch Act in the event it may not be technically applicable). The award orjudgment of the arbitrator shall be final and binding on all parties and judgmentupon the award or judgment of the arbitrator may be entered and enforced by anycourt having jurisdiction. If any party becomes the subject of a bankruptcy,receivership or other similar proceeding under the laws of the United States ofAmerica, any state or commonwealth or any other nation or political subdivisionthereof, then, to the extent permitted or not prohibited by applicable law, anyfactual or substantive legal issues arising in or during the pendency of anysuch proceeding shall be subject to all of the foregoing mandatory mediationand arbitration provisions and shall be resolved in accordance therewith. Theagreements contained in Sections 5, 6 and 7 have been given for valuableconsideration, are coupled with an interest and are not intended to beexecutory contracts. The fees and expenses of the arbitrator will be shared byall parties engaged in the dispute or controversy on a basis determined to befair and equitable by the arbitrator, taking into account the relative fault ofeach party, the relative credibility and merit of all claims and defenses madeby each party and the cooperation, speed and efficiency of each party inconducting the arbitration proceedings and complying with the Rules andwith orders and requests of the arbitrator.

8.***             Selection of Arbitrator***. Promptly afterthe Arbitration Notice is given, AAA will select three possible arbitrators, towhom AAA will give the identities of the parties and the general nature of thecontroversy. If any of those arbitrators disqualifies himself or declines toserve, AAA shall continue to designate potential arbitrators until the partieshave three to select from. After the panel of three potential arbitrators hasbeen completed, a two-page summary of the background of each of thepotential arbitrators will be given to both of the parties, and the partieswill have a period of ten days after receiving the summaries in which toattempt to agree upon the arbitrator to conduct the arbitration. If the partiesare unable to agree upon an arbitrator, then one of the parties shall notifyAAA, and AAA shall select the arbitrator from one of the three, or less, if oneor more has been found to be disqualified or removes himself from consideration(if all three are disqualified or remove themselves, then AAA shall start thearbitration-selection process over again). The decision of AAA withrespect to the selection of the arbitrator will be final and binding in suchcase.

9.***             Arbitration Hearing***. Within ten daysafter the selection of the arbitrator, the parties and their counsel willappear before the arbitrator at a place and time designated by the arbitratorfor the purpose of each party making a one hour or less presentation andsummary of the case. Thereafter, the arbitrator will set dates and times foradditional hearings until the proceeding is concluded. The desire and goal ofthe parties is, and the arbitrator will be advised 

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thathis goal should be, to conduct and conclude the arbitration proceeding asexpeditiously as possible. If any party or his counsel fails to appear at anyhearing, the arbitrator shall be entitled to reach a decision based on theevidence which has been presented to him by the parties who did appear.

10.***           Waiver  of JuryTrial***. While it is the intention that all disputes be resolvedpursuant to arbitration, nonetheless, in the event any matter related to thisAgreement ever becomes the subject of judicial proceedings, by entering intothis Agreement the Grantee agrees to and waives his right to a jury trial ofany claim or cause of action based upon or arising out of this Agreement. Thiswaiver is irrevocable, meaning that it may not be modified either orally or inwriting, and this waiver shall apply to any subsequent amendments, renewals,supplements or modifications to this Agreement. In the event of litigation,this Agreement may be filed as a written consent to a trial by the court.

11.***           Confidentiality of Settlement Proceedings.***Allaspects of any settlement proceedings, including, without limitation,discovery, testimony and other evidence, negotiations and communicationspursuant to Sections 5 and 6, briefs and the award shall be held confidentialby each party and the arbitrators, and shall be treated as compromise andsettlement negotiations for the purposes of the Federal and State Rules ofEvidence.

12.***           Notices***. Notices required or permitted tobe given by either party pursuant to this Agreement shall be in writing andshall be deemed to have been given when delivered personally to the other partyor when deposited with the United States Postal Service as certified orregistered mail with postage prepaid and addressed.

13.***           Withholding Taxes***. TEPPCO may withhold fromall payments to be paid to the Grantee pursuant to this Agreement all taxesthat, by applicable federal, state, local or other law of any applicablejurisdiction, TEPPCO is required to so withhold.

14.***           Amendment and Waiver***. No provision of thisAgreement may be amended, modified or waived (whether by act or course ofconduct or omission or otherwise) unless that amendment, modification or waiveris by written instrument signed by the parties hereto. No waiver by eitherparty of any breach of this Agreement shall be deemed a waiver of any other orsubsequent breach.

15.***           Executive Acknowledgment.***The Executiveacknowledges that he has read and understands this Agreement, is fully aware ofits legal effect, has not acted in reliance upon any representations orpromises made by TEPPCO other than those contained in writing herein, and hasentered into this Agreement freely based on his own judgment.

16.***           Assignment by TEPPCO.***TEPPCO may assignthis Agreement to any successor (whether by merger, consolidation, conversion,or other business combination, purchase of TEPPCO’s stock, sale, exchange orother transfer of all or a majority of TEPPCO’s assets, or otherwise) to all ora controlling interest in TEPPCO’s business, in which case this Agreement shallbe binding upon and inure to the benefit of such successors and assigns.

17.***           Negotiated Transaction.***The parties hereto (i) agreethat the provisions of this Agreement were negotiated by the parties hereto,that each of the parties hereto has had the

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opportunityto be represented by counsel during the negotiation and execution of thisAgreement, and that this Agreement shall be deemed to have been drafted by allof the parties hereto and, therefore, (ii) waive the application of anylaw, regulation, holding or rule of construction providing thatambiguities in an agreement or other document will be construed against theparty drafting such agreement or document.

18.***           Governing Law***. The validity,interpretation, construction and enforceability of this Agreement shall begoverned by the laws of the State of Texas without giving effect to a choice or conflict of law provision or rule ofsuch state.

19.***           Counterparts***. This Agreement may beexecuted in counterparts, each of which shall be deemed an original but all ofwhich together will constitute the same instrument.

20.***           Headings; Gender and Number***. The sectionheadings have been inserted for purposes of convenience only and shall not beused for interpretive purposes. If the context requires it, words of one genderwhen used in this Agreement shall include the other genders, and words used inthe singular or plural shall include the other.

21.***           Entire Agreement***. This Agreementconstitutes the entire agreement of the parties with regard to the subjectmatter hereof, and supersedes all previous written or oral representations,agreements, commitments and understandings between the parties, whetherexpressed or implied. The terms of this Agreement do not amend or affect in anyway any other agreements or understandings between TEPPCO and the Grantee.

22.***           Severability***. If a court of competentjurisdiction determines that any provision of this Agreement is invalid orunenforceable, then the validity or unenforceability of this provision shallnot affect the validity or enforceability of any other provision of thisAgreement, and all other provisions shall remain in full force and effect.

23.***           Spousal Acknowledgement and Consent***. TheSpouse of the Grantee is fully aware of, understands and fully consents andagrees to the provisions of this Agreement and its binding effect upon anycommunity property or other interest such Spouse may now or hereafter own. TheSpouse of the Grantee agrees that the termination of such Spouse’s maritalrelationship with the Executive for any reason shall not have the effect ofremoving any such interest from the coverage of this Agreement and that such Spouse’sawareness, understanding, consent and agreement to all of the provisions hereofis evidenced by such Spouse’s execution and delivery of this Agreement.

IN WITNESS WHEREOF, TEPPCO, the Grantee and the Spouseof the Grantee have executed this Agreement effective as of the Effective Date.
|   |   | **TEXAS EASTERN PRODUCTS PIPELINE  COMPANY, LLC** |   |
|--------|--------|---------------------------------------------------|--------|
|   |   | ** **                                        |   |
|   |   | ** **                                        |   |
|        |   | By:                                               |   |   |   |
|   |   | Name:                                             |   |   |   |
|   |   | Title:                                            |   |   |   |

 

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| ** ** | ** ** | **GRANTEE:** | ** ** |
|------------|------------|--------------|------------|
| ** ** | ** ** | ** **   | ** ** |
|       |       | Name:        |       |   |   |
|       |       |         |       |   |   |
| ** ** |       | **SPOUSE:**  |       |
| ** ** |       | ** **   |       |
|       |       | Name:        |       |   |   |

 

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