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Exhibit
10.6
 Execution Copy
 AGREEMENT OF LIMITED PARTNERSHIP
 OF
 EPE UNIT III, L.P.




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TABLE OF CONTENTS
 ARTICLE IDEFINITIONS1.01 Certain Definitions
    
    
    11.02 Other Definitions
    
    
    6ARTICLE IIORGANIZATIONAL MATTERS2.01 Formation
    
    
    62.02 Name
    
    
    62.03 Registered Office; Registered Agent; Other Offices
    
    
    62.04 Purposes
    
    
    62.05 Certificate; Foreign Qualification
    
    
    62.06 Term
    
    
    72.07 Merger or Consolidation
    
    
    7ARTICLE IIIPARTNERS; DISPOSITIONS OF INTERESTS3.01 Partners
    
    
    73.02 Representations and Warranties
    
    
    73.03 Restrictions on the Disposition of an Interest
    
    
    73.04 Additional Partners
    
    
    93.05 Interests in a Partner
    
    
    93.06 Spouses of Partners
    
    
    93.07 Vesting of Limited Partners
    
    
    93.08 Services Provided by the Partners
    
    
    10ARTICLE IVCAPITAL CONTRIBUTIONS4.01 Initial and Additional Capital Contributions
    
    
    104.02 Return of Contributions
    
    
    104.03 Advances by General Partner
    
    
    114.04 Capital Accounts
    
    
    11ARTICLE VALLOCATIONS AND DISTRIBUTIONS5.01 Allocations
    
    
    115.02 Income Tax Allocations
    
    
    145.03 Distributions of Cashflow from EPE Units
    
    
    145.04 Distributions of Proceeds from Sales of EPE Units
    
    
    155.05 Restrictions on Distributions of EPE Units
    
    
    15
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ARTICLE VIMANAGEMENT AND OPERATION6.01 Management of Partnership Affairs
    
    
    156.02 Duties and Obligations of General Partner
    
    
    166.03 Release and Indemnification
    
    
    166.04 Power of Attorney
    
    
    17ARTICLE VIIRIGHTS OF OTHER PARTNERS7.01 Information
    
    
    187.02 Limitations
    
    
    197.03 Limited Liability
    
    
    19ARTICLE VIIITAXES8.01 Tax Returns
    
    
    198.02 Tax Elections
    
    
    198.03 Tax Matters Partner
    
    
    20ARTICLE IXBOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS9.01 Maintenance of Books
    
    
    209.02 Financial Statements
    
    
    209.03 Bank Accounts
    
    
    20ARTICLE XWITHDRAWAL, BANKRUPTCY, REMOVAL, ETC.10.01 Withdrawal, Bankruptcy, Etc. of General Partner
    
    
    2010.02 Conversion of Interest
    
    
    21ARTICLE XIDISSOLUTION, LIQUIDATION, AND TERMINATION11.01 Dissolution
    
    
    2111.02 Liquidation and Termination
    
    
    2211.03 Cancellation of Certificate
    
    
    23ARTICLE XIIGENERAL PROVISIONS12.01 Offset
    
    
    2312.02 Notices
    
    
    2412.03 Entire Agreement; Supersedure
    
    
    24
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12.04 Effect of Waiver or Consent
    
    
    2412.05 Amendment or Modification
    
    
    2412.06 Binding Effect; Joinder of Additional Parties
    
    
    2412.07 Construction
    
    
    2412.08 Further Assurances
    
    
    2512.09 Indemnification
    
    
    2512.10 Waiver of Certain Rights
    
    
    2512.11 Counterparts
    
    
    2512.12 Dispute Resolution
    
    
    2512.13 No Effect on Employment Relationship
    
    
    2812.14 Legal Representation
    
    
    28
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AGREEMENT OF LIMITED PARTNERSHIP
OF
EPE UNIT III, L.P.
 Agreement Partnership
 RECITALS
  ARTICLE I  DEFINITIONS
 Certain Definitions
 Act
 Adjusted Capital Account
 (a)
    
    Credit to such Capital Account of any amounts that such Partner is obligated or
deemed obligated to contribute pursuant to the penultimate sentences of Sections
1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations; and(b)
    
    Debit to such Capital Account the items described in Sections
1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and 1.704-1(b)(2)(ii)(d)(6) of the
Regulations.
  Adjustment Date
 Affiliate




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Agreement
 Applicable Percentage
 Bankrupt Partner
 Assigned EPE Units
 Assignment
 Contribution Agreement
 Beneficial Ownership
 Business Day
 Capital Account Section 4.04
 Capital Contribution
 Certificate Section 2.05
 Change of Control
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Class A Capital Base
 (a)
    
    increased by the Class A Preference Return that has accrued since the previous
Adjustment Date (or in the case of the first Adjustment Date, since the Closing Date);
and(b)
    
    decreased by all distributions made to the Class A Limited Partner since the
previous Adjustment Date (or in the case of the first Adjustment Date, since the
Closing Date).
 Class A Limited Partner
 Class A Preference Return
 Class A Preference Return Amount Sections 5.03(a) 5.04(a)
 Class A Preference Return Rate
 Class B Limited Partner
 Class B Percentage Interest Section 3.07
 Closing Date
 Contributed Unit Fair Market Value
 Code
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Default Interest Rate
 Disability
 Dispose Disposing Disposition
 Duncan
 EPCO
 EPD
 EPE
 EPE Units
 General Interest Rate
 General Partner
 Limited Partner
 Net Income Net Loss Section
4.04
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Section
4.04
  Section 5.01(b)
 Partner
 Partnership
 Person
 Qualifying Termination
 Regulations
 Required Interest
 Sharing Points
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Vesting Date
 Other Definitions
 ARTICLE II  ORGANIZATIONAL MATTERS
 Formation
 Name
 Registered Office; Registered Agent; Other Offices
 Purposes
 Certificate; Foreign Qualification Section 6.04
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Term
 Merger or Consolidation
 ARTICLE III  PARTNERS; DISPOSITIONS OF INTERESTS
 Partners
 Representations and Warranties
 Restrictions on the Disposition of an Interest Sections 3.03(c) (d) (e) Sections
3.03(c) (d) (e) Sections 3.03(c) (d) (e)
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Sections 3.03(c) (d) (e)
 Section 3.03 Section
3.02 Section 3.03 provided however
 Section 3.03(d)(i)
 Section 3.03(d)
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Section 3.03
 Section 5.04
 Section 3.03
 Additional Partners Section 12.05 3.03 Section 3.03(d) Section 3.02
 Interests in a Partner
 Spouses of Partners Awarded Interest
 Vesting of Limited Partners
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Section 3.06 Section 3.07
 Services Provided by the Partners
 ARTICLE IV  CAPITAL CONTRIBUTIONS
 Initial and Additional Capital Contributions Section 6.03
 Return of Contributions Section 4.01 Section 4.03
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Advances by General Partner Section 4.03
 Capital Accounts clause (b)(iii) provided
 ARTICLE V  ALLOCATIONS AND DISTRIBUTIONS
 Allocations
 Net Income and Net Loss
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Net Income
   Net Loss
   Special Allocations Section
5.01
 Partnership Minimum Gain Chargeback Section 5.01 Section 5.01(b) Section 5.01(b) Sections 5.01(b)(vi) 5.01(b)(vii) Section
5.01(b)(i)
 Chargeback of Partner Nonrecourse Debt Minimum Gain Section 5.01 Section 5.01(b)(i) Section 5.01(b) Section 5.01(b) Section 5.01(b)(i) Sections
5.01(b)(vi) 5.01(b)(vii) Section 5.01(b)(ii)
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Qualified Income Offset Section 5.01(b)(i) (ii)
 Gross Income Allocations provided Section 5.01(b)(iv) Section 5.01 Section 5.01(b)(iv)
 Nonrecourse Deductions
 Partner Nonrecourse Deductions
 Nonrecourse Liabilities
 Code Section 754 Adjustments
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Allocations Caused by Transfer of Interest provided however
 Income Tax Allocations
 Section 5.02 Section 5.01
  New Rules
 Distributions of Cashflow from EPE Units provided
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Section 5.03
   Distributions of Proceeds from Sales of EPE Units provided Section 5.04
    Restrictions on Distributions of EPE Units
 ARTICLE VI  MANAGEMENT AND OPERATION
 Management of Partnership Affairs
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Sections 5.03 5.04
 Duties and Obligations of General Partner
 Release and Indemnification TO THE FULLEST EXTENT PERMITTED BY LAW, THE
PARTNERSHIP AND EACH OTHER PARTNER ON BEHALF OF ITSELF AND ITS SUCCESSORS AND ASSIGNS HEREBY
RELEASES, ACQUITS, AND FOREVER DISCHARGES THE GENERAL PARTNER AND THE CLASS A LIMITED PARTNER,
THEIR PARTNERS OR SHAREHOLDERS, AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS,
REPRESENTATIVES, AND AGENTS AND EACH OTHER PERSON, IF ANY, CONTROLLING OR EMPLOYING SUCH PERSONS OR
ENTITIES (COLLECTIVELY, THE  INDEMNITEES ) FROM ALL CLAIMS, DEMANDS, OR CAUSES OF ACTION OF
ANY CHARACTER THAT SUCH PARTY MAY HAVE, WHETHER KNOWN OR UNKNOWN, AGAINST ANY INDEMNITEE IN
CONNECTION WITH THE PARTNERSHIP AND/OR THE BUSINESS CONDUCTED BY THE PARTNERSHIP; PROVIDED , HOWEVER , THAT SUCH RELEASE SHALL NOT APPLY TO ACTIONS CONSTITUTING WILLFUL
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MISCONDUCT OR BAD FAITH.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTNERSHIP SHALL INDEMNIFY AND HOLD HARMLESS EACH
INDEMNITEE FROM AND AGAINST ALL LOSSES, COSTS, CLAIMS, LIABILITIES, DAMAGES, EXPENSES
(INCLUDING, WITHOUT LIMITATION, COSTS OF SUIT AND ATTORNEYS FEES) SUCH INDEMNITEE MAY INCUR
IN CONNECTION WITH THE GENERAL PARTNERS PERFORMING ITS OBLIGATIONS HEREUNDER (INCLUDING WITHOUT
LIMITATION LOSSES, COSTS, CLAIMS, LIABILITIES, DAMAGES AND EXPENSES ARISING FROM, OR ALLEGED TO
ARISE FROM, THE INDEMNITEES ACTIVE OR PASSIVE, SOLE OR CONCURRENT, NEGLIGENCE OR GROSS
NEGLIGENCE), AND THE PARTNERSHIP SHALL ADVANCE EXPENSES ASSOCIATED WITH THE DEFENSE OF ANY ACTION
RELATED THERETO; PROVIDED , HOWEVER , THAT SUCH INDEMNITY SHALL NOT APPLY TO ACTIONS WHICH HAVE BEEN
FINALLY, WITHOUT FURTHER RIGHT TO APPEAL, JUDICIALLY DETERMINED TO CONSTITUTE WILLFUL MISCONDUCT OR
BAD FAITH. IF THE INDEMNIFICATION PROVIDED FOR ABOVE IS NOT PERMITTED OR ENFORCEABLE UNDER
APPLICABLE LAW OR IS OTHERWISE UNAVAILABLE OR INSUFFICIENT TO HOLD HARMLESS THE INDEMNITEES AS
CONTEMPLATED ABOVE, THEN THE PARTNERSHIP SHALL CONTRIBUTE TO THE AMOUNT PAID OR PAYABLE BY THE
INDEMNITEES AS A RESULT OF SUCH LOSSES, COSTS, CLAIMS, LIABILITIES, DAMAGES AND EXPENSES REFERRED
TO ABOVE IN SUCH PROPORTION AS IS APPROPRIATE TO REFLECT THE RELATIVE BENEFITS CONTEMPLATED TO BE
RECEIVED BY THE PARTNERSHIP AND THE INDEMNITEES, RESPECTIVELY, FROM THE ACTIONS GIVING RISE TO SUCH
LOSSES, COSTS, CLAIMS, LIABILITIES, DAMAGES OR EXPENSES.
 Power of Attorney
 Section
11.02
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provided Section 6.04
 Section 6.04
  ARTICLE VII  RIGHTS OF OTHER PARTNERS
 Information
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Limitations
 Limited Liability
 ARTICLE VIII  TAXES
 Tax Returns Section 8.02
 Tax Elections
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Tax Matters Partner
 ARTICLE IX  BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS
 Maintenance of Books Section 4.04
 Financial Statements
 Bank Accounts
 ARTICLE X  WITHDRAWAL, BANKRUPTCY, REMOVAL, ETC.
 Withdrawal, Bankruptcy, Etc. of General Partner
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Section 10.01(a) Section 3.02 Section 10.01(c) Section 10.01(c)
 Conversion of Interest Section 10.01(c)
 ARTICLE XI  DISSOLUTION, LIQUIDATION, AND TERMINATION
 Dissolution
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Section 2.06
 Section
10.01(b) Section 10.01(c)
 Sections 10.01(b) 11.01(d)
 Section 3.03(b) 10.01(c) 10.02
 Liquidation and Termination Section 11.01 provided however
  Section 4.03
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Section 5.04 Section
5.05
 Section 11.02(c) Section 11.02 Section 11.02
 Cancellation of Certificate Section 2.05
 ARTICLE XII  GENERAL PROVISIONS
 Offset
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Notices Section 3.03(c) 3.04 10.01(c)
 Entire Agreement; Supersedure
 Effect of Waiver or Consent
 Amendment or Modification provided however
 Binding Effect; Joinder of Additional Parties
 Construction
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Further Assurances
 Indemnification
 Waiver of Certain Rights
 Counterparts
 Dispute Resolution Section
12.12 Dispute
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Section 12.12 Rules
  provided however SECTION 12.12
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No Effect on Employment Relationship
 Legal Representation
 [Signature Pages to Follow.]
 - 28 -




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GENERAL PARTNER:
    EPCO, INC.By:
    /s/ Richard H. BachmannRichard H. BachmannExecutive Vice PresidentCLASS A LIMITED PARTNER:
    DUNCAN FAMILY INTERESTS, INC.By:
    /s/ Mary S. StawikeyMary S. StawikeySecretaryCLASS B LIMITED PARTNERS:
    All Class B Limited Partners initially admitted as Class B Limited Partners of the Partnership, pursuant to Powers of Attorney executed in favor of, and granted and delivered to the General Partner
By:   EPCO, INC.
(As attorney-in-fact for the Class B Limited
Partners pursuant to powers of attorney)By:
    /s/ Richard H. BachmannRichard H. BachmannExecutive Vice President Agreement of Limited Partnership of EPE Unit III, L.P.




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Exhibit A
 FORM OF POWER OF ATTORNEY
 For Executing Agreement of Limited Partnership of EPE Unit III, L.P.
  (1)
    
    execute for and on behalf of the undersigned as a limited partner thereunder
that certain Agreement of Limited Partnership of EPE Unit III, L.P. (the
Partnership Agreement);(2)
    
    take any other action of any type whatsoever in connection with the foregoing
that, in the opinion of each such attorney-in-fact, may be of benefit to, in the best
interest of, or legally required of the undersigned, it being understood that the
documents executed by the attorney-in-fact on behalf of the undersigned pursuant to
this Power of Attorney shall be in such form and shall contain such terms and
conditions as the attorney-in-fact may approve in the attorney-in-facts discretion.
  
  SignatureType or Print NameDate