**Exhibit 10.6**

**TEXAS EASTERN PRODUCTS PIPELINE COMPANY, LLC2005 PHANTOM UNIT PLANAWARD AGREEMENT**

THIS AWARD AGREEMENT (this “*Agreement*”) ismade between Texas Eastern Products Pipeline Company, LLC, a Delaware limitedliability company (“*TEPPCO*”), and                             (the “*Grantee*”) effective as of       ,         (the “*EffectiveDate*”). TEPPCO considers that its interests will be served bygranting the Grantee phantom units under the Texas Eastern Products PipelineCompany, LLC 2005 Phantom Unit Plan (the “*Plan*”) as aninducement for the Grantee to                              .The award of phantom units granted hereby (the *“Award”*)is subject to the terms of the Plan, a copy of which is attached hereto andincorporated by reference herein. Terms that are not specifically defined inthis Agreement shall have the meanings ascribed to them in the Plan.

**IT IS AGREED:**.

# 1.             ***General Terms***. Subjectto the terms of the Plan and this Agreement, effective as of the EffectiveDate, TEPPCO hereby grants to the Grantee         Phantom Units with respect to the performance period that begins on January 1,2005, and ends on December 31, 2007 (the *“PerformancePeriod”*).

# 2.             ***Performance Goal.*** The Performance Goal applicable to this Award shall be the achievement of acumulative EBITDA for the Performance Period of an amount equal to the sum ofthe EBITDA targets for Target Awards established by the Committee for each ofthe calendar years during the Performance Period for purposes of the TexasEastern Products Pipeline Company, LLC Management Incentive CompensationPlan  and the Texas Eastern ProductsPipeline, LLC Employee Incentive Compensation Plan (the “*Target Level of Performance*”).

# 3.             ***Vested Percentage.***TheCommittee shall determine a Grantee’s Vested  Percentageafter the Committee determines the extent to which the Performance Goalapplicable to this Award has been achieved. A Grantee’s Vested Percentageapplicable to this Award will be equal to the percentage of the Target Level ofPerformance (not less than 50 percent and not greater than 150 percent) that isachieved during the Performance Period. For example, if the Committeedetermines that precisely 100 percent of Target Level of Performance wasachieved during the Performance Period, the Grantee’s Vested Percentageapplicable to this Award will be 100 percent. If the Committeee determines thatprecisely 150 percent of the Target Level of Performance was achieved duringthe Performance Period the Grantee’s Vested Percentage applicable to this Awardwill be 150 percent. If the Committee determines that precisely 50 percent ofthe Target Level of Performance was achieved during the Performance Period (the“*Base Level of Performance*”) the Grantee’sVested Percentage applicable to this Award will be 50 percent. If the Committeedetermines that the Base Level of Performance was not achieved during thePerformance Period the Grantee’s Vested Percentage applicable to this Awardwill be zero percent. Notwithstanding any other provision of this Section 3,the Committee has the discretion to reduce the Grantee’s Vested Percentage asit deems appropriate if the Committee determines, in its sole discretion, thatthe Grantee’s Vested Percentage should be reduced due to reductions indistributions paid to Unit holders or due to any other factor(s) theCommittee deems relevant.

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# 4.             ***Change in Control Described in any of Paragraphs (i),(iv),or (vii) of Section 2.7 of the Plan.***Notwithstandingany other provision of the Plan or this Agreement, if a Change in Control describedin any of paragraphs (i),(iv), or (vii) of Section 2.7 of the Plan occursduring the three-year period that begins on January 1, 2005 and ends on December 31,2007, and the Grantee incurs a Separation From Service in connection with suchChange in Control, in lieu of any other benefit payable under the Plan withrespect to this Award, within ten days after the later of the date of theGrantee’s Separation From Service or the date of the Change in Control TEPPCO(or its successor) will pay the Grantee an amount equal to product of (A) and(B) where (A) is the number of the Grantee’s Phantom Units grantedunder this Award and (B) is the average of the closing prices of a Unit asreported on the New York Stock Exchange, Inc. Composite TransactionsReporting System over the ten consecutive trading days immediately precedingthe date of the Change in Control. For purposes of this Agreement, a Granteewill be deemed to have incurred a Separation From Service “in connection with aChange in Control” if  (A) a Changein Control occurs during the Performance Period, (B) the Grantee incurs aSeparation From Service during the Performance Period and (C) (1) theGrantee’s employment with TEPPCO or its successor is terminated by TEPPCO orits successor during the Performance Period and following the Change in Control,(2) the Grantee resigns from the employ of TEPPCO or its successor for “GoodReason” before or after the Change in Control, or (3)  the Grantee’sSeparation From Service occurs on or prior to the date of the Change in Control and the Separation From Service is atthe request or direction of a person who has entered into an agreement theconsummation of which would constitute a Change in Control. For purposes ofthis Agreement, “Good Reason” for a Grantee’s resignation means the occurrenceof any of the following during the Performance Period: (1) TEPPCO or itssuccessor assigns to the Grantee any duties inconsistent with the Grantee’s position(including offices, titles and reporting requirements), authority, duties orresponsibilities with TEPPCO immediately prior to the execution of an agreementthe consummation of which would constitute a Change in Control, (2) TEPPCOor its successor takes any other action that results in a material diminutionin the Grantee’s position, authorities, duties or responsibilities, (3) TEPPCOor its successor reduces the Grantee’s annual base salary as in effectimmediately prior to the execution of an agreement the consummation of whichwould constitute a Change in Control, or (4) TEPPCO or its successorrelocates the Grantee’s principal place of employment to a place that outsideof the 30-mile radius of the Grantee’s principal place of employmentimmediately prior to the Change in Control.

# 5.             ***Change in Control Described in Paragraph (ii), (iii), (v),or (vi) of Section 2.7 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 2.7of 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 Phantom Units granted under this Award and (B) is the average ofthe closing 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.

# 6.             ***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

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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 a mediator,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 7.

# 7.             ***No Litigation.***No arbitration may becommenced by any party unless and until a negotiation complying with Section 6has 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 purpose of having the award orjudgment of an arbitrator entered and enforced or to seek an injunction orrestraining order (but not damages in connection therewith) in circumstanceswhere such relief is available.

# 8.             ***Binding Arbitration.***If a controversy ordispute is not resolved after completion of the negotiation process describedin Section 6, 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 andjudgment upon the award or judgment of the arbitrator may be entered andenforced by any court having jurisdiction. If any party becomes the subject ofa bankruptcy, receivership or other similar proceeding under the laws of theUnited States of America, any state or commonwealth or any other nation orpolitical subdivision thereof, then, to the extent permitted or not prohibitedby applicable law, any factual or substantive legal issues arising in or duringthe pendency of any such proceeding shall be subject to all of the foregoingmandatory mediation and arbitration provisions and shall be resolved inaccordance therewith. The agreements contained in Sections 6, 7 and 8 have beengiven for valuable consideration, are coupled with an interest and are notintended to be executory contracts. The fees and expenses of the arbitratorwill be shared by all parties engaged in the dispute or controversy on a basisdetermined to be fair and equitable by the arbitrator, taking into account therelative fault of each party, the relative credibility and merit of all claimsand defenses made by each party and the cooperation, speed and efficiency ofeach party in conducting the arbitration proceedings and complying with the Rules andwith orders and requests of the arbitrator.

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# 9.             ***Selection of Arbitrator.***Promptly after theArbitration 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.

# 10.           ***ArbitrationHearing.***Within ten days after the selection of the arbitrator,the parties and their counsel will appear before the arbitrator at a place andtime designated by the arbitrator for the purpose of each party making a onehour or less presentation and summary of the case. Thereafter, the arbitratorwill set dates and times for additional hearings until the proceeding isconcluded. The desire and goal of the parties is, and the arbitrator will beadvised that his goal should be, to conduct and conclude the arbitrationproceeding as expeditiously as possible. If any party or his counsel fails toappear at any hearing, the arbitrator shall be entitled to reach a decisionbased on the evidence which has been presented to him by the parties who didappear.

# 11.           ***Waiverof Jury Trial.***While it is the intention that all disputes beresolved pursuant to arbitration, nonetheless, in the event any matter relatedto this Agreement ever becomes the subject of judicial proceedings, by enteringinto this Agreement the Grantee agrees to and waives his right to a jury trialof any 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.

# 12.           ***Confidentialityof Settlement Proceedings.***All aspects of any settlementproceedings, including, without limitation, discovery, testimony and otherevidence, negotiations and communications pursuant to Sections 6 and 7, briefsand the award shall be held confidential by each party and the arbitrators, andshall be treated as compromise and settlement negotiations for the purposes ofthe Federal and State Rules of Evidence.

# 13.           ***Notices.***Notices required or permitted to be given by either partypursuant to this Agreement shall be in writing and shall be deemed to have beengiven when delivered personally to the other party or when deposited with theUnited States Postal Service as certified or registered mail with postageprepaid and addressed.

# 14.           ***WithholdingTaxes***. TEPPCO may withhold from all payments to be paid to the  Grantee pursuant to thisAgreement all taxes that, by applicable federal, state, local or other law ofany applicable jurisdiction, TEPPCO is required to so withhold.

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# 15.           ***Amendmentand Waiver.***No provision of this Agreement may be amended,modified or waived (whether by act or course of conduct or omission orotherwise) unless that amendment, modification or waiver is by writteninstrument signed by the parties hereto. No waiver by either party of anybreach of this Agreement shall be deemed a waiver of any other or subsequentbreach.

# 16.           ***GranteeAcknowledgment.***The Grantee acknowledges that he has read andunderstands this Agreement, is fully aware of its legal effect, has not actedin reliance upon any representations or promises made by TEPPCO other thanthose contained in writing herein, and has entered into this Agreement freelybased on his own judgment.

# 17.           ***Assignmentby TEPPCO.***TEPPCO may assign this Agreement to any successor(whether by merger, consolidation, conversion, or other business combination,purchase of TEPPCO’s stock, sale, exchange or other transfer of all or amajority of TEPPCO’s assets, or otherwise) to all or a controlling interest inTEPPCO’s business, in which case this Agreement shall be binding upon and inureto the benefit of such successors and assigns.

# 18.           ***NegotiatedTransaction.***The parties hereto (i) agree that theprovisions of this Agreement were negotiated by the parties hereto, that eachof the parties hereto has had the opportunity to be represented by counselduring the negotiation and execution of this Agreement, and that this Agreementshall be deemed to have been drafted by all of the parties hereto and,therefore, (ii) waive the application of any law, regulation, holding or rule ofconstruction providing that ambiguities in an agreement or other document willbe construed against the party drafting such agreement or document.

# 19.           ***GoverningLaw.***The validity, interpretation, construction andenforceability of this Agreement shall be governed by the laws of the State ofTexas  without giving effect to a choiceor conflict of law provision or rule of such state.

# 20.           ***Counterparts.***This Agreement may be executed in counterparts, each of whichshall be deemed an original but all of which together will constitute the sameinstrument.

# 21.           ***Headings;Gender and Number.***The section headings have been inserted forpurposes of convenience only and shall not be used for interpretive purposes. Ifthe context requires it, words of one gender when used in this Agreement shallinclude the other genders, and words used in the singular or plural shallinclude the other.

# 22.           ***EntireAgreement.***This Agreement constitutes the entire agreement ofthe parties with regard to the subject matter hereof, and supersedes allprevious written or oral representations, agreements, commitments andunderstandings between the parties, whether expressed or implied. The terms ofthis Agreement do not amend or affect in any way any other agreements orunderstandings between TEPPCO and the Grantee.

# 23.           ***Severability.***If a court of competent jurisdiction determines that anyprovision of this Agreement is invalid or unenforceable, then the validity orunenforceability of this provision shall not affect the validity orenforceability of any other provision of this Agreement, and all otherprovisions shall remain in full force and effect.

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# 24.           ***SpousalAcknowledgement and Consent.***The Spouse of the Grantee is fullyaware of, understands and fully consents and agrees to the provisions of thisAgreement and its binding effect upon any community property or other interestsuch Spouse may now or hereafter own. The Spouse of the Grantee agrees that thetermination of such Spouse’s marital relationship with the Grantee for anyreason shall not have the effect of removing any such interest from thecoverage of this Agreement and that such Spouse’s awareness, understanding,consent and agreement to all of the provisions hereof is evidenced by suchSpouse’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:                                              |   |
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|       | Name:                                            |   |
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|       | Title:                                           |   |
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| ** ** | **GRANTEE:**                                     |
| ** ** | ** **                                       |
|       | Name:                                            |   |
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| ** ** | **SPOUSE:**                                      |
| ** ** | ** **                                       |
|       | Name:                                            |   |

 

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