exhibit10_31.htm


    
      Exhibit
10.31


    

    
      



        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	
                                                TPP
      Unit Appreciation Right Grant

                                              
	
                                                (Texas
      Eastern Products Pipeline Company, LLC)

                                              
	 
      	 
      	 
      	 
      
	
                                                Grant
      No.

                                              	
                                                TPP
      UAR-[______]

                                              
	 
      	 
      	 
      	 
      
	
                                                Date
      of Grant:

                                              	
                                                [________________]

                                              
	 
      	 
      	 
      	 
      
	
                                                Name
      of Grantee:

                                              	
                                                [________________]

                                              
	 
      	 
      	 
      	 
      
	
                                                Grant
      Price per Unit:

                                              	
                                                $[______]

                                              
	 
      	 
      	 
      	 
      
	
                                                Grant
      Quarterly DER per Unit:

                                              	
                                                $[______]

                                              
	 
      	 
      	 
      	 
      
	
                                                Number
      of UARs Granted:

                                              	
                                                [_____________]

                                              


                                      

                                       

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

      
EPCO, Inc. (“Company”) is pleased to inform you that you have been granted,
under the EPCO, Inc. 2006 TPP Long-Term Incentive Plan, as the same may from
time to time hereafter be amended, supplemented or modified (the “Plan”), TPP
Unit Appreciation Rights (“UARs”) as set forth above with TPP being TEPPCO
Partners, L.P. (“Partnership”).  Texas Eastern Products Pipeline
Company, LLC (“General Partner”) is the sole general partner of the
Partnership.  The terms of the Award are as follows:

     

    
      	
              1.  

            	
              Vesting.  The
      UARs shall become automatically payable on the earlier of (“the “Vesting
      Date”) (i) the date which is the fifth anniversary of the Date of Grant or
      (ii) the date on which you have had a Qualifying Event.  A
      “Qualifying Event” means you employment with the Company and its
      Affiliates is terminated due to your (x) death, (y) being disabled and
      entitled to receive long-term disability benefits under the Company’s
      long-term disability plan or (z) retirement with the approval of the
      Committee on or after reaching age 60.  In the event your
      employment with the Company and its Affiliates terminates for any reason
      other than a Qualifying Event, the UARs shall automatically and
      immediately be forfeited and cancelled without payment on such
      date.

            


    

     

    
      	
              2.  

            	
              No Right to
      Employment.  Nothing in this Award or in the Plan shall
      confer any right on you to continue employment with the Company or its
      Affiliates or restrict the Company or its Affiliates from terminating your
      employment at any time.  Employment with an Affiliate shall be
      deemed to be employment with the Company for purposes of the
      Plan.  Unless you have a separate written employment agreement
      with the Company or an Affiliate, you are, and shall continue to be, an
      “at will” employee.

            


    

     

    
      	
              3.  

            	
              UAR
      Payment.  On the Vesting Date, the General Partner will
      pay you, with respect to each UAR, an amount equal to the excess, if any,
      of the Fair Market Value of a Unit on the Vesting Date over the Grant
      Price per Unit.  In the sole discretion of the Committee,
      payment may be made in Units, cash or any combination
    thereof.

            


    

     

    
      	
              4.  

            	
              DER
      Payment.  Each quarterly distribution date beginning on
      the distribution date occurring in the quarter immediately succeeding the
      Grant Date and ending the

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
                

            	
              quarter
      immediately preceding the Vesting Date, the General Partner will pay you
      if you are an employee of EPCO, a cash payment equal to the product
      of:

            


    

     

    
      	
              (a)  

            	
              the
      total number of UAR, multiplied by

            


    

     

    
      	
              (b)  

            	
              an
      amount equal to the excess, if any, of that quarterly distribution paid
      with respect to a Unit for such quarter over the Grant Quarterly DER per
      Unit.

            


    

     

    
      	
              5.  

            	
              Transferability.  None
      of the UARs are transferable (by operation of law or otherwise) by you,
      other than by will or the laws of descent and distribution.  If,
      in the event of your divorce, legal separation or other dissolution of
      your marriage, your former spouse is awarded ownership of, or an interest
      in, all or part of the UARs granted hereby to you, the Award shall
      automatically and immediately be forfeited and cancelled in full without
      payment on such date.

            


    

     

    
      	
              6.  

            	
              Governing
      Law.  This Award shall be governed by, and construed in
      accordance with, the laws of the State of Texas, without regard to
      conflicts of laws principles
thereof.

            


    

     

    
      	
              7.  

            	
              Plan
      Controls.  This Award is subject to the terms of the
      Plan, which is hereby incorporated by reference as if set forth in its
      entirety herein.  In the event of a conflict between the terms
      of this Award and the Plan, the Plan shall be the controlling
      document.  Capitalized terms which are used, but are not
      defined, in this Award have the respective meanings provided for in the
      Plan.

            


    

     

                                EPCO,
Inc.

     

     

                                 By:                                                                                   

                                Thomas M. Zulim,
Senior Vice President