exv10w7






Exhibit 10.7




AMENDED AND RESTATED

2008 ENTERPRISE PRODUCTS LONG-TERM INCENTIVE PLAN

(February 23, 2010)




     Section 1. Purpose of the Plan. The 2008 Enterprise Products Long-Term
Incentive Plan, as amended and restated hereby (the “Plan”), is intended to promote the interests
of Enterprise Products Company (formerly named EPCO, Inc.), a Texas corporation (the “Company”),
Enterprise Products Partners L.P., a Delaware limited partnership (the “Partnership”) and
Enterprise Products GP, LLC, the general partner of the Partnership (“General Partner”), by
encouraging directors, employees and consultants of the Company and employees and consultants of
its Affiliates who perform services for the Partnership or its subsidiaries to acquire or increase
their equity interests in the Partnership and to provide a means whereby they may develop a sense
of proprietorship and personal involvement in the development and financial success of the
Partnership, and to encourage them to remain with the Company and its Affiliates and to devote
their best efforts to the Company, the General Partner and the Partnership.



     Section 2. Definitions. As used in the Plan, the following terms shall
have the meanings set forth below:



     “Affiliate” means, with respect to any Person, any other Person that, directly or
indirectly, through one or more intermediaries controls, is controlled by or is under common
control with, the Person in question. As used herein, the term “control” means the possession,
direct or indirect, of the power to direct or cause the direction of the management and policies of
a Person, whether through ownership of voting securities, by contract or otherwise.



     “Award” means an Option, Common Unit Appreciation Right, a Restricted Unit, a Phantom
Unit or DER granted under the Plan.



     “Board” means the Board of Directors of the Company.



     “Committee” means the Audit, Conflicts and Governance Committee of the Board of Directors
of the General Partner.



     “Common Unit” means a Common Unit of the Partnership.



     “Common Unit Appreciation Right” or “CUAR” means an Award that, upon vesting entitles the
holder to receive the excess, or such designated portion of the excess not to exceed 100%, of the
Fair Market Value of a Common Unit on the vesting date over the grant price established for such
Common Unit Appreciation Right. Such excess may be paid in cash and/or in Common Units as
determined by the Committee in its discretion.



     “Consultant” means an individual, other than an Employee or a Director, providing bona
fide services to the Partnership or any of its subsidiaries as a consultant or advisor, as
applicable, provided that (i) such individual is a natural person, and (ii) the grant of an Award
to such Person could not reasonably be expected to result in adverse federal income tax
consequences under Section 409A of the Code; provided that for purposes of issuing Options or Unit
Appreciation Rights, “subsidiary” means any entity in a chain of entities in which the Partnership
has a “controlling interest” within the meaning of Treas. Reg. Section 1.414(c)-2(b)(2)(i), but
using the threshold of 50 percent ownership wherever 80 percent appears.



     “DER” means a contingent right to receive an amount of cash equal to all or a designated
portion (whether by formula or otherwise) of the cash distributions made by the Partnership with
respect to a Common Unit during a specified period.



     “Director” means a “non-employee director,” as defined in Rule 16b-3, of the General
Partner.



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     “Employee” means any employee of the Company or an Affiliate who performs services for
the Partnership or its subsidiaries; provided that for purposes of issuing Options or Unit
Appreciation Rights, “subsidiary” means any entity in a chain of entities in which the Partnership
has a “controlling interest” within the meaning of Treas. Reg. Section 1.414(c)-2(b)(2)(i), but
using the threshold of 50 percent ownership wherever 80 percent appears.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     “Fair Market Value” means the closing sales price of a Common Unit on the applicable date (or
if there is no trading in the Common Units on such date, on the next preceding date on which there
was trading) as reported in The Wall Street Journal (or other reporting service approved by the
Committee). In the event Common Units are not publicly traded at the time a determination of Fair
Market Value is required to be made hereunder, the determination of Fair Market Value shall be made
in good faith by the Committee.



     “Option” means an option to purchase Common Units granted under the Plan.



     “Participant” means any Employee, Director or Consultant granted an Award under the Plan.



     “Person” means any individual, corporation, limited liability company, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization, government or
political subdivision thereof or other entity.



     “Phantom Unit” means a notional or phantom unit granted under the Plan which upon vesting
entitles the holder to receive one Unit upon vesting.



     “Restricted Unit” means a Unit granted under the Plan that is subject to forfeiture
provisions and restrictions on its transferability, if any, established by the Committee under the
Plan.



     “Rule 16b-3” means Rule 16b-3 promulgated by the SEC under the Exchange Act, or any
successor rule or regulation thereto as in effect from time to time.



     “SEC” means the Securities and Exchange Commission, or any successor thereto.



     Section 3. Administration. The Plan shall be administered by the
Committee. A majority of the Committee shall constitute a quorum, and the acts of the members of
the Committee who are present at any meeting thereof at which a quorum is present, or acts
unanimously approved by the members of the Committee in writing, shall be the acts of the
Committee. Subject to the terms of the Plan and applicable law, and in addition to other express
powers and authorizations conferred on the Committee by the Plan, the Committee shall have full
power and authority to: (i) designate Participants; (ii) determine the type or types of Awards to
be granted to a Participant; (iii) determine the number of Common Units to be covered by Awards;
(iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and
under what circumstances Awards may be settled, exercised, canceled, or forfeited; (vi) interpret
and administer the Plan and any instrument or agreement relating to an Award made under the Plan;
(vii) establish, amend, suspend, or waive such rules and regulations and appoint such agents as it
shall deem appropriate for the proper administration of the Plan; and (viii) make any other
determination and take any other action that the Committee deems necessary or desirable for the
administration of the Plan. Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations, and other decisions under or with respect to the Plan or any Award
shall be within the sole discretion of the Committee, may be made at any time and shall be final,
conclusive, and binding upon all Persons, including the Company, the Partnership, any Affiliate,
any Participant, and any beneficiary thereof.



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     Section 4. Common Units Available for Awards.



     (a) Common Units Available. Subject to adjustment as provided in Section 4(c),
the number of Common Units with respect to which Awards may be granted under the Plan is
10,000,000. To the extent an Award is forfeited or otherwise terminates or is canceled without the
delivery of Common Units, then the Common Units covered by such Award, to the extent of such
forfeiture, termination or cancellation, shall again be Common Units with respect to which Awards
may be granted. If any Award is exercised and less than all of the Common Units covered by such
Award are delivered in connection with such exercise, then the Common Units covered by such Award
which were not delivered upon such exercise shall again be Common Units with respect to which
Awards may be granted. Common Units withheld to satisfy tax withholding obligations of the Company
or an Affiliate shall not be considered to have been delivered under the Plan for this purpose.



     (b) Sources of Common Units Deliverable Under Awards. Any Common Units delivered
pursuant to an Award shall consist, in whole or in part, of Common Units acquired in the open
market, from any Affiliate (including, without limitation, the Partnership) or other Person, or any
combination of the foregoing, as determined by the Committee in its discretion. If, at the time of
exercise by a Participant of all or a portion of such Participant’s Award, the Company determines
to acquire Common Units in the open market and the Company is prohibited, under applicable law, or
the rules and/or regulations promulgated by the Securities and Exchange Committee or the New York
Stock Exchange or the policies of the Company or an Affiliate, from acquiring Common Units in the
open market, delivery of any Common Units to the Participant in connection with such Participant’s
exercise of an Award may be delayed until such reasonable time as the Company is entitled to
acquire, and does acquire, Common Units in the open market.



     (c) Adjustments. In the event the Committee determines that any distribution
(whether in the form of cash, Common Units, other securities, or other property), recapitalization,
split, reverse split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, or exchange of Common Units or other securities of the Partnership, issuance of
warrants or other rights to purchase Common Units or other securities of the Partnership, or other
similar transaction or event affects the Common Units such that an adjustment is determined by the
Committee to be appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan, then the Committee shall, in such
manner as it may deem equitable, adjust any or all of (i) the number and type of Common Units (or
other securities or property) with respect to which Awards may be granted, (ii) the number and type
of Common Units (or other securities or property) subject to outstanding Awards, and (iii) the
grant or exercise price with respect to any Award; provided, that the number of Common Units
subject to any Award shall always be a whole number.



     Section 5. Eligibility. Any Employee, Director or Consultant shall be
eligible to be designated a Participant.



     Section 6. Awards.



     (a) Options. The Committee shall have the authority to determine the Employees,
Directors and Consultants to whom Options shall be granted, the number of Common Units to be
covered by each Option, the exercise price therefor and the conditions and limitations applicable
to the exercise of the Option, including the following terms and conditions and such additional
terms and conditions, as the Committee shall determine, that are not inconsistent with the
provisions or intent of the Plan.




     (i) Exercise Price. The purchase price per Common Unit purchasable under an
Option shall be determined by the Committee at the time the Option is granted, but may not be less
than 100% of the Fair Market Value per Common Unit as of the date of grant.




     (ii) Time and Method of Exercise. The Committee shall determine the time or
times at which an Option may be exercised in whole or in part, and the method or methods by which
any payment of the exercise price with respect thereto may be made or deemed to have been made,
which may include, without limitation: cash; check acceptable to the Company; a “cashless-broker”
exercise (through procedures



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approved by the Company); other property (including, with the consent of the Committee, the
withholding of Common Units that may otherwise be delivered to the optionee upon the exercise of
the Option); or any combination thereof, in each case having a value on the exercise date equal to
the relevant exercise price.




     (iii) Term. Each Option shall expire as provided in the grant agreement for such
Option.



     (b) Restricted Units. The Committee shall have the authority to determine the
Employees, Directors and Consultants to whom Restricted Units shall be granted, the number of
Restricted Units to be granted to each such Participant, the period and the conditions (if any)
under which the Restricted Units may become vested or forfeited, which may include, without
limitation, the accelerated vesting upon the achievement of specified performance goals or other
criteria, and such other terms and conditions as the Committee may establish with respect to such
Award, including whether any distributions made by the Partnership with respect to the Restricted
Units shall be payable with respect to, and/or accrue on, such Restricted Units and, if payable
and/or accrued, whether such distributions shall be subject to forfeiture and/or other
restrictions. If distributions are to be forfeited and/or otherwise restricted, such restrictions
(including forfeitures, if any) shall be determined in the sole discretion of the Committee.



     (c) Phantom Units. The Committee shall have the authority to determine the Employees,
Directors and Consultants to whom Phantom Units shall be granted, the number of Phantom Units to be
granted to each such Participant, the period during which the Award remains subject to forfeiture,
the conditions under which the Phantom Units may become vested or forfeited, and such other terms
and conditions as the Committee may establish with respect to such Award. Upon or as soon as
reasonably practical following the vesting of each Phantom Unit, the Participant shall be entitled
to receive payment thereof in a single lump sum no later than the fifteenth (15th) day of the third
(3rd) month following the date on which vesting occurs and the restrictions lapse. Should the
Participant die before receiving all amounts payable hereunder, the balance shall be paid to the
Participant’s estate by this date.



     (d) DERs. The Committee shall have the authority to determine the Employees,
Directors and Consultants to whom DERs shall be granted, the number of DERs to be granted to each
such Participant, the period during which the Award remains subject to forfeiture, the limits, if
any, or portion of a DER that is payable, the conditions under which the DERs may become vested or
forfeited, and such other terms and conditions as the Committee may establish with respect to such
Award. To the extent DER’s are subject to any payment restrictions, any amounts not previously paid
shall be paid to the Participant at the time the payment restrictions lapse. Such amounts shall be
distributed in a single lump sum no later than the fifteenth (15th) day of the third (3rd) month
following the date on which the payment restrictions lapse. Should the Participant die before
receiving all amounts payable hereunder, the balance shall be paid to the Participant’s estate by
this date.



     (e) CUARs. The Committee shall have the authority to determine the Employees,
Directors and Consultants to whom CUARs shall be granted, the number of Common Units to be covered
by each grant, the exercise price therefor and the conditions and limitations applicable to the
exercise of the CUAR, and such additional terms and conditions as the Committee may establish with
respect to such Award.



     (f) General.




     (i) Awards May Be Granted Separately or Together. Awards may, in the discretion
of the Committee, be granted either alone or in addition to, in tandem with, or in substitution for
any other Award granted under the Plan or any award granted under any other plan of the Company or
any Affiliate. Awards granted in addition to or in tandem with other Awards or awards granted under
any other plan of the Company or any Affiliate may be granted either at the same time as or at a
different time from the grant of such other Awards or awards.



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     (ii) Limits on Transfer of Awards.




     (A) Each Option shall be exercisable only by the Participant during the Participant’s
lifetime, or by the person to whom the Participant’s rights shall pass by will or the laws of
descent and distribution.




     (B) No Award and no right under any such Award may be assigned, alienated, pledged,
attached, sold or otherwise transferred or encumbered by a Participant otherwise than by will or by
the laws of descent and distribution and any such purported assignment, alienation, pledge,
attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or
any Affiliate.




     (iii) Common Unit Certificates. All certificates for Common Units or other
securities of the Partnership delivered under the Plan pursuant to any Award or the exercise
thereof shall be subject to such stop transfer orders and other restrictions as the Committee may
deem advisable under the Plan or the rules, regulations, and other requirements of the SEC, any
stock exchange upon which such Common Units or other securities are then listed, and any applicable
federal or state laws, and the Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.




     (iv) Consideration for Grants. Awards may be granted for no cash consideration
payable by a Participant or for such consideration payable by a Participant as the Committee
determines including, without limitation, services or such minimal cash consideration as may be
required by applicable law.




     (v) Delivery of Common Units or other Securities and Payment by Participant of
Consideration. No Common Units or other securities shall be delivered pursuant to any Award
until payment in full of any amount required to be paid pursuant to the Plan or the applicable
Award grant agreement (including, without limitation, any exercise price or required tax
withholding) is received by the Company. Such payment may be made by such method or methods and in
such form or forms as the Committee shall determine, including, without limitation, cash,
withholding of Common Units, “cashless-broker” exercises with simultaneous sale, or any combination
thereof; provided that the combined value, as determined by the Committee, of all cash and cash
equivalents and the fair market value of any such property so tendered to, or withheld by, the
Company, as of the date of such tender, is at least equal to the full amount required to be paid to
the Company pursuant to the Plan or the applicable Award agreement.



     Section 7. Amendment and Termination. Except to the extent prohibited
by applicable law and unless otherwise expressly provided in an Award agreement or in the Plan:




     (i) Amendments to the Plan. Except as required by applicable law or the rules of
the principal securities exchange on which the Common Units are traded and subject to Section 7(ii)
below, the Board or the Committee may amend, alter, suspend, discontinue, or terminate the Plan
without the consent of any partner, Participant, other holder or beneficiary of an Award, or other
Person.




     (ii) Amendments to Awards. The Committee may waive any conditions or rights
under, amend any terms of, or alter any Award theretofore granted, provided no change, other than
pursuant to Section 7(iii), in any Award shall materially reduce the benefit to Participant without
the consent of such Participant.




     (iii) Adjustment or Termination of Awards Upon the Occurrence of Certain Events.
The Committee is hereby authorized to make adjustments in the terms and conditions of, and the
criteria (if any) included in, Awards in recognition of unusual or significant events (including,
without limitation, the events described in Section 4(c) of the Plan) affecting the Partnership or
the financial statements of the Partnership, of changes in applicable laws, regulations, or
accounting principles, or a change in control of the Company (as determined by its Board) or the
Partnership (as determined by the Committee), whenever the Committee determines that such
adjustments are appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan. Such adjustments may include,
without limitation, accelerating the exercisability of an Award, accelerating the date on which the
Award will terminate and/or canceling Awards by the issuance or transfer of Common Units having a
value equal to the Option’s positive “spread.”



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     Section 8. General Provisions.



     (a) No Rights to Awards. No Person shall have any claim to be granted any Award,
and there is no obligation for uniformity of treatment of Participants. The terms and conditions of
Awards need not be the same with respect to each recipient.



     (b) Termination of Employment. For purposes of the Plan, unless the Award
agreement provides to the contrary, a Participant shall not be deemed to have terminated employment
with the Company and its Affiliates or membership from the Board until such date as the Participant
is no longer either an Employee of the Company or an Affiliate or a Director, i.e., a change in
status from Employee to Director or Director to Employee shall not be a termination.



     (c) No Right to Employment or Services. The grant of an Award shall not be
construed as giving a Participant the right to be retained in the employ of the Company or any
Affiliate, to continue services as a Consultant or to remain a Director, as applicable. Further,
the Company or an Affiliate may at any time dismiss a Participant from employment or terminate a
consulting relationship, free from any liability or any claim under the Plan, unless otherwise
expressly provided in the Plan or in any Award agreement. Nothing in the Plan or any Award
agreement shall operate or be construed as constituting an employment agreement with any
Participant and each Participant shall be an “at will” employee, unless such Participant has
entered into a separate written employment or other agreement with the Company or an Affiliate.



     (d) Governing Law. The validity, construction, and effect of the Plan and any
rules and regulations relating to the Plan shall be determined in accordance with the laws of the
State of Delaware and applicable federal law, without giving effect to principles of conflicts of
law.



     (e) Severability. If any provision of the Plan or any Award is or becomes or is
deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or Award,
or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such
provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot
be construed or deemed amended without, in the determination of the Committee, materially altering
the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction,
Person or Award and the remainder of the Plan and any such Award shall remain in full force and
effect.



     (f) Other Laws. The Committee may refuse to issue or transfer any Common Units
or other consideration under an Award if, in its sole discretion, it determines that the issuance
or transfer or such Common Units or such other consideration might violate any applicable law or
regulation, the rules of any securities exchange, or entitle the Partnership or an Affiliate to
recover the same under Section 16(b) of the Exchange Act, and any payment tendered to the Company
by a Participant, other holder or beneficiary in connection with the exercise of such Award shall
be promptly refunded to the relevant Participant, holder or beneficiary.



     (g) No Trust Fund Created; Unsecured Creditors. Neither the Plan nor any Award
shall create or be construed to create a trust or separate fund of any kind or a fiduciary
relationship between the Company or any Affiliate and a Participant or any other Person. To the
extent that any Person acquires a right to receive payments from the Company or any Affiliate
pursuant to an Award, such right shall be no greater than the right of any general unsecured
creditor of the Company or the Affiliate.



     (h) No Fractional Common Units. No fractional Common Units shall be issued or
delivered pursuant to the Plan or any Award, and any such fractional Common Units or any rights
thereto shall be canceled, terminated, or otherwise eliminated, without the payment of any
consideration therefor.



     (i) Headings. Headings are given to the Sections and subsections of the Plan
solely as a convenience to facilitate reference. Such headings shall not be deemed in any way
material or relevant to the construction or interpretation of the Plan or any provision thereof.



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     (j) Tax Withholding. The Company or any Affiliate is authorized to withhold from
any Award, from any payment due or transfer made under any Award or from any compensation or other
amount owing to a Participant the amount (in cash, Common Units or other property) of any
applicable taxes payable in respect of the grant of an Award, its exercise, the lapse of
restrictions thereon, or any payment or transfer under an Award or under the Plan and to take such
other action as may be necessary in the opinion of the Company or the Affiliate to satisfy its
withholding obligations for the payment of such taxes.



     (k) Facility Payment. Any amounts payable hereunder to any person under legal
disability or who, in the judgment of the Committee, is unable to properly manage his financial
affairs, may be paid to the legal representative of such person, or may be applied for the benefit
of such person in any manner which the Committee may select, and the Company and its Affiliates
shall be relieved of any further liability for payment of such amounts.



     (l) Participation by Affiliates. In making Awards to Employees employed by an
Affiliate of the Company, the Committee shall be acting on behalf of the Affiliate, and to the
extent the Partnership has an obligation to reimburse the Affiliate for compensation paid to
Employees for services rendered for the benefit of the Partnership, such payments or reimbursement
payments may be made by the Partnership directly to the Affiliate, and, if made to the Company,
shall be received by the Company as agent for the Affiliate.



     Section 9. Term of the Plan; Unitholder Approval. The Plan shall be
effective on the date of its approval by the Unitholders of the Partnership and shall continue
until the earliest of (i) all available Common Units under the Plan have been paid to Participants,
(ii) the termination of the Plan by action of the Board or the Committee or (iii) the 10th
anniversary of the date of the approval by the Unitholders of this Plan. However, unless otherwise
expressly provided in the Plan or in an applicable Award agreement, any Award granted prior to such
termination, and the authority of the Board or the Committee to amend, alter, adjust, suspend,
discontinue, or terminate any such Award or to waive any conditions or rights under such Award,
shall extend beyond such termination date.



     Section 10. Section 409A. Notwithstanding anything in this Plan to the
contrary, if any Plan provision or Award under the Plan would result in the imposition of an
additional tax under Code Section 409A and related regulations and United States Department of the
Treasury pronouncements (“Section 409A”), that Plan provision or Award will be reformed to the
extent practicable to avoid imposition of the applicable tax and no action taken to comply with
Section 409A shall be deemed to adversely affect the Participant’s rights to an Award or require
the consent of the Participant. Notwithstanding any provisions in the Plan to the contrary, to the
extent that the Participant is a “specified employee” (as defined in Section 409A of the Code and
applicable regulatory guidance) subject to the six month delay under Section 409A in distributions
under the Plan, no distribution or payment that is subject to Section 409A of the Code shall be
made hereunder on account of such Participant’s “separation from service” (as defined in Section
409A of the Code and applicable regulatory guidance) before the date that is the first day of the
month that occurs six months after the date of the Participant’s separation from service (or, if
earlier, the date of death of the Participant or any other date permitted under Section 409A of the
Code and applicable regulatory guidance). Any such amount that is otherwise payable within the
six-month period following the Participant’s separation from service will be paid in a lump sum
without interest.




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