exhibit10_3.htm


    Exhibit
10.3



      


      


      


 

    IN
THE COURT OF CHANCERY OF THE STATE OF DELAWARE

    


    
      
        
          	
                  PETER
      BRINCKERHOFF, Individually and on Behalf of All Others Similarly Situated,
      and Derivatively on Behalf of Teppco Partners, LP,

                   

                  Plaintiff,

                  v.

                   

                  TEXAS
      EASTERN PRODUCTS PIPELINE COMPANY, LLC; ENTERPRISE PRODUCTS PARTNERS,
      L.P.; ENTERPRISE PRODUCTS GP, LLC; EPCO, INC.; DAN L. DUNCAN; JERRY E.
      THOMPSON; W. RANDALL FOWLER; MICHAEL A. CREEL; RICHARD H. BACHMANN;
      RICHARD S. SNELL; MICHAEL B. BRACY; and MURRAY H. HUTCHISON,

                   

                  Defendants,

                   

                  and

                   

                  TEPPCO
      PARTNERS, L.P.,

                   

                  Nominal Defendant.

                   

                   

                   

                   

                   

                   

                   

                                                                                                                                                                                                                                          
      

                	
                  )

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                  )                        C.A.
      No. 2427-VCL

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                    IN
      RE TEXAS EASTERN PRODUCTS PIPELINE COMPANY, LLC, MERGER
      LITIGATION

                  

                   

                	
                   

                  )

                  )                        C.A.
      No. 4548-VCL

                  )

                


        

      

    

    


    STIPULATION
AND AGREEMENT OF

    COMPROMISE, SETTLEMENT AND
RELEASE

     

    The
parties to the above-captioned civil actions (the “Actions”), by and through
their attorneys, hereby enter into the following Stipulation and Agreement of
Compromise, Settlement and Release (the “Stipulation”), subject to the approval
of the Court:


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    WHEREAS:

    A. On
September 18, 2006, Peter Brinckerhoff (“Brinckerhoff” or “Derivative
Plaintiff”) filed a derivative and class action complaint in the Delaware Court
of Chancery challenging certain transactions entered into between affiliates of
nominal defendant TEPPCO Partners, L.P. (“TEPPCO”) and Enterprise Products
Partners, L.P. (“EPD”) and certain proxy disclosures of TEPPCO (the “Derivative
Action”).

    B. Derivative
Plaintiff held approximately 38,400 TEPPCO units.

    C. On
September 22, 2006, Derivative Plaintiff filed an initial document request and a
motion to expedite and requested that the Court set a hearing for a preliminary
injunction.

    D. In
response to the litigation, on October 5, 2006, TEPPCO filed a Form 8-K
containing supplemental disclosures with respect to its proxy
solicitation.  As a result, Derivative Plaintiff did not pursue a
preliminary injunction.

    E. On
November 17, 2006, all defendants except the nominal defendant moved to dismiss
the complaint in its entirety.

    F. On July
12, 2007, Derivative Plaintiff filed an Amended Class and Derivative Complaint
(the “Amended Complaint”).

    G. On
September 28, 2007, defendants moved to dismiss Count III of the Amended
Complaint, which constituted Derivative Plaintiff’s class action claims related
to TEPPCO’s proxy solicitation, and certain defendants moved to dismiss Count I
of the Amended Complaint as against them related to the transactions between
affiliates of TEPPCO and EPD.

    H. During
the pendency of the motions to dismiss, Derivative Plaintiff voluntarily
dismissed claims relating to a certain transaction against defendant Thompson
because he was not a director of TEPPCO at the time of the
transaction.


    
      
        
           

           

        

         


      

      
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    I. After
briefing and oral argument on the motions to dismiss, the Court issued a
Memorandum Opinion on November 25, 2008, dismissing Count III of the Amended
Complaint, but denied the motions to dismiss Count I of the Amended
Complaint.

    J. Prior to
and during the pendency of the motion to dismiss and following the Court’s
decision, the Derivative Plaintiff conducted extensive discovery of documents
and witnesses on the derivative claims contained in Counts I and II of the
Amended Complaint.

    K. Derivative
Plaintiff served four combined interrogatories and document requests on
defendants; subpoenaed six third party witnesses, including Merrill Lynch,
Pierce, Fenner & Smith, Inc., Goldman, Sachs & Co., EnCana Oil & Gas
(USA),  Inc., and Simmons & Company, International; reviewed over
half a million pages of documents produced by defendants and third parties;
identified and provided to defendants more than 650 exhibits to be potentially
used at depositions; and deposed the Chairman of TEPPCO’s Audit, Conflicts and
Governance Committee, a representative of one financial advisor to the
Committee, a senior Vice President of TEPPCO and EPD, TEPPCO’s Director of
Development and TEPPCO’s Chief Financial Officer.

    L. Derivative
Plaintiff began depositions in November 2008 and took depositions in Maryland
and Texas through January 2009.  Also, in January 2009, Derivative
Plaintiff’s counsel agreed with defendants’ counsel and various third parties to
schedule thirteen (13) additional depositions in Texas, New York, Colorado and
California so that all depositions would be completed prior to the discovery
cut-off of April 30, 2009.

    M. Derivative
Plaintiff’s counsel represent that they consulted with numerous experts and
retained five experts in the fields of oil and gas, natural gas liquids,
financial analysis, mergers, acquisitions and fairness opinions, and master
limited partnerships.


    
      
        
           

           

        

         


      

      
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    N.  In
late January 2009, the parties agreed to mediation before one of the members of
the Delaware Court of Chancery pursuant to Court of Chancery Rule
174.  Vice Chancellor Lamb consented to joint requests that discovery
be stayed for ninety (90) days, and Vice Chancellor Strine agreed to act as
mediator.  Mediation was set for April 16, 2009, and Vice Chancellor
Strine ordered the parties to submit simultaneous opening and simultaneous
answering mediation briefs.

    O. Derivative
Plaintiff submitted mediation briefs together with attached expert reports of
two financial experts and a jointly agreed upon appendix of deposition exhibits
and testimony.  Derivative Plaintiff argued in the mediation briefs
that defendants had breached the heightened standard of liability set forth in
TEPPCO’s partnership agreements.  Derivative Plaintiff also submitted
expert reports showing that Derivative Plaintiff’s experts valued the derivative
claims at approximately $700 million and, on a disgorgement of profits basis, at
more than one billion dollars.

    P. Defendants
submitted mediation briefs together with attached expert
reports.  Defendants denied liability and argued that the derivative
claims had no value, including that under the TEPPCO Partnership Agreement,
TEPPCO’s General Partner could engage in asset sales and joint ventures,
including conflict of interest transactions, in its “sole
discretion.”

    Q. In early
April 2009, defendants’ counsel advised Derivative Plaintiff’s counsel of a
possible merger transaction between EPD and TEPPCO and that, if such merger
occurred, it might lead to a resolution of the Derivative Action.  The
parties agreed that the mediation be adjourned for sixty days.

    R. The
Audit, Conflicts and Governance Committee of the board of directors of TEPPCO’s
general partner, TEXAS Eastern Products Pipeline Company, LLC (“TEPPCO
GP”),


    
      
        
           

           

        

         


      

      
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    appointed a special
committee comprised of independent directors (the “Special Committee”) to
consider the Merger Proposal.  The Special Committee was comprised of
a TEPPCO director who joined the TEPPCO GP Board more than a year after the
Derivative Action had been filed, Donald H. Daigle and two new directors named
to the TEPPCO GP’s Board in April 2009, Irvin Toole, Jr. and Duke R. Ligon, none
of whom were defendants in the derivative action.  The Special
Committee retained independent legal and financial advisors.

    S. On or
about April 29, 2009, TEPPCO announced that it had received a proposal from EPD
dated March 9, 2009 for the merger of TEPPCO with and into EPD in
consideration of $1.00 in cash and 1.043 EPD units to be paid or issued by EPD
for each of TEPPCO’s outstanding partnership units (the “Merger Proposal”),
which represented at the time of the initial proposal $21.89 per TEPPCO unit,
and that the Special Committee had rejected the proposal as
inadequate.

    T. Derivative
Plaintiff’s counsel represents that following that announcement, along with
Derivative Plaintiff, they reviewed analyst reports concerning the proposal and
saw no analyst report projecting more than a 10% increase in the
deal.

    U. On April
29, 2009, Brinckerhoff filed a class action complaint in the Delaware Court of
Chancery challenging the fairness of the offer and alleging that TEPPCO’s
Special Committee would not fairly value the Derivative Action in connection
with the Merger Proposal and that defendants would not provide unitholders with
sufficient information about the Derivative Action to evaluate the Merger
Proposal.

    V. On April
29, 2009, Renee Horowitz (together with Brinckerhoff, “Plaintiffs”) filed a
class action complaint in the Delaware Court of Chancery also challenging the
fairness of the offer, which action was consolidated into the new Brinckerhoff
action on May 11, 2009,


    
      
        
           

           

        

         


      

      
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    styled Texas
Eastern Products Pipeline Company, LLC, Merger Litigation, C.A. No.
4548-VCL (the “Class Action”).

    W. On May 11, 2009, the law
firm of Bragar Wexler Eagel & Squire, P.C. was designated as Plaintiffs’
Lead Counsel in the Class Action and the law firm of Rosenthal, Monhait &
Goddess, P.A., was designated as Delaware Liaison Counsel for
Plaintiffs.  In early May 2009, the Special Committee, and its
advisors, met with Derivative Plaintiff, his attorneys, and one
firm of Plaintiffs’ financial experts in Houston to discuss Plaintiff’s and his
counsel’s view of the merits of the Derivative Action.  Prior to the
meeting, the Special Committee was provided with Derivative Plaintiff’s
mediation briefs, expert reports and exhibits. For the meeting, Derivative
Plaintiff’s attorneys prepared a memorandum, charting from the mediation
memoranda Derivative Plaintiff’s arguments and defendants’ responses, and
setting forth Derivative Plaintiff’s rebuttal arguments.  Also, for
the Special Committee, Derivative Plaintiff’s counsel prepared a power point
presentation summarizing Derivative Plaintiff’s view of the applicable
partnership contractual standards of liability and
damages.  Derivative Plaintiff, five of his attorneys, together with
three of Derivative Plaintiff’s attorneys’ experts, participated in the
presentation to the Special Committee.  All members of the Special
Committee, their counsel (including their Delaware counsel), and financial
experts were present and posed questions to Derivative Plaintiff’s attorneys and
their experts.

    X. Defendants
represent that the Special Committee and its advisors conducted extensive
negotiations with EPD.

    Y. From and
after May 2009, Derivative Plaintiff’s counsel and the Special Committee’s
counsel were in regular communication.  In discussions with counsel
for the Special Committee, Derivative Plaintiff’s counsel repeatedly urged that
if the Special Committee


    
      
        
           

           

        

         


      

      
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    concluded that EPD refused
to pay fair consideration for the Derivative Action, TEPPCO, prior to the
merger, should transfer TEPPCO’s claim to a litigation trust.

    Z. On June
17, 2009, the Special Committee and its counsel engaged in a lengthy telephone
discussion with the Derivative Plaintiff and Plaintiffs’ counsel concerning the
terms of, and the history of the negotiations for, the proposed
merger.  Derivative Plaintiff requested that the Special Committee
request that EPD increase the distributions to be made on EPD units, the Special
Committee requested that EPD increase the distributions to be made on EPD units,
and EPD agreed to make certain representations (set forth below) regarding
proposed distributions following the merger.

    AA. On June
28, 2009, a merger agreement was executed by and among TEPPCO, EPD, TEPPCO GP,
Enterprise Products GP, LLC, and Enterprise Sub B LLC (the “Merger Agreement”
attached hereto as Exhibit A) whereby TEPPCO and TEPPCO GP will become wholly
owned subsidiaries of EPD (the “Merger”).  In consideration, TEPPCO
unitholders, except for a certain affiliate of EPCO, Inc., will receive 1.24 EPD
common units for each TEPPCO unit.  An affiliate of EPCO, Inc. will
exchange its 11,486,711 TEPPCO units for 14,243,521 EPD units, based on the 1.24
exchange rate, which will consist of 9,723,090 EPD common units and 4,520,431
EPD Class B units.  The EPD Class B units will not be entitled to
regular quarterly cash distributions for sixteen quarters following the closing
of the Merger.  Subject to market conditions, EPD expects to be able
to continue its practice of increasing its distribution each quarter through
2011 by the higher of $0.0075 ($0.03 annualized) per common unit or 1.25% (5%
annualized).  The Class B units will convert automatically into the
same number of common units on the date immediately following the payment date
of the sixteenth distribution following the closing of the
Merger.


    
      
        
           

           

        

         


      

      
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    BB. Also on
June 28, 2009, following arm’s-length negotiations, the parties entered into a
memorandum of understanding (“MOU”) based upon the Merger Agreement, pursuant to
which the parties have agreed in principle to the settlement of the
Actions.  Prior to signing the MOU, Plaintiffs’ attorneys arranged for
one of their experts to examine certain financial materials prepared for the
Special Committee.  That expert reported to Plaintiffs’ attorneys
that, on a preliminary basis, the merger consideration appeared
fair.

    CC. Defendants
have vigorously denied, and continue to deny, all liability with respect to the
Actions, deny that they engaged in any wrongdoing, deny that they committed any
violation of law, deny that they breached any fiduciary duties, deny that they
acted improperly in any way, and deny liability of any kind to Plaintiffs or to
members of the Class (as defined below), TEPPCO, or any of its
unitholders.  Defendants have agreed to the settlement and dismissal
of the Actions on the merits and with prejudice to (i) avoid further expense;
(ii) dispose of potentially burdensome, uncertain and protracted litigation;
(iii) finally put to rest all claims the Plaintiffs, the members of the Class,
TEPPCO and its unitholders may have arising out of the Actions; and (iv) permit
TEPPCO and its officers and directors to pursue its business without collateral
involvement in ongoing litigation.

    DD. Plaintiffs,
through their counsel, have made a comprehensive and thorough investigation of
the claims and allegations asserted in the Actions, as well as the facts and
circumstances relevant to the Actions, including carefully reviewing relevant
documents; conducting factual and legal research concerning the viability of
Plaintiffs’ claims; and carefully analyzing the fairness and adequacy of the
terms of the settlement and this Stipulation.  While Plaintiffs
believe that the claims asserted in the Actions have merit, they also believe
that the Settlement provided for herein provides substantial benefits to the
Class (as defined below),


    
      
        
           

           

        

         


      

      
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    TEPPCO and its
unitholders.  In addition to the substantial benefits provided by the
settlement of the Actions to the Class, TEPPCO and its unitholders, Plaintiffs
and their counsel have considered:  (i) the facts
developed through their
investigation; (ii) the standards for liability set forth in TEPPCO’s limited
partnership agreement; (iii) the attendant risks of litigation and the
uncertainty of the outcome of the Actions; (iv) the substantial cost to TEPPCO
of continuing the litigation; (v) the desirability of permitting the
settlement to be consummated as provided by the terms of this
Stipulation; and (vi) the conclusion of Plaintiffs and their counsel that, under
the circumstances, the terms and conditions of the settlement are fair,
reasonable and adequate and that it is in the best interest of Plaintiffs, the
members of the Class, TEPPCO and its unitholders to settle the Actions as set
forth in the Stipulation.  In light of these considerations,
Plaintiffs, through their counsel, have determined that it is in the best
interests of the Plaintiffs, the members of the Class, TEPPCO and its
unitholders to settle the Actions on the terms set forth in this
Stipulation.

    EE. Counsel
for the parties have engaged in arm’s-length negotiations concerning a possible
settlement of the Actions, and concerning Plaintiffs’ request for fees and
disbursements.

    FF. Counsel
for Plaintiffs intend to apply for an award of fees and reimbursement of
expenses in connection with the Actions based upon the value of the benefits the
Derivative Action provided to TEPPCO.   In his retainer with
Derivative Plaintiff’s attorneys, Derivative Plaintiff agreed that such
attorneys could apply to the Court for an award of thirty percent of the benefit
obtained plus reimbursement of expenses.

    NOW, THEREFORE, IT IS STIPULATED AND
AGREED, subject to the approval of the Court, to the complete discharge,
dismissal with prejudice, settlement and release of, and an injunction barring,
all claims, demands, rights, actions or causes of action, rights,
liabilities,


    
      
        
           

           

        

         


      

      
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    damages, losses,
obligations, judgments, suits, matters and issues of any kind or nature
whatsoever, whether known or unknown, contingent or absolute, suspected or
unsuspected, disclosed or undisclosed, hidden or concealed, matured or
unmatured, that have been, could have been, or in the future can or might be
asserted in the Class Action or Derivative Action or in any court, tribunal or
proceeding (including, but not limited to, any claims arising under federal or
state law relating to alleged fraud, breach of any duty, negligence, violations
of the federal securities laws or otherwise) by or on behalf of any member of
the Class (as defined below), TEPPCO or TEPPCO’s unitholders that owned
securities of TEPPCO continuously from the time the claims in the
Derivative Action arose through to the present, whether individual,
class, derivative, representative, legal, equitable or any other type or in any
other capacity against defendants (or any one of them) in the Actions or any of
their families, parent entities, general partners, associates,
affiliates, or subsidiaries and each and all of the respective past, present or
future officers, directors, unitholders, stockholders, partners, members,
representatives, employees, financial or investment advisors, consultants,
accountants, attorneys, investment bankers, commercial bankers, advisors or
agents, heirs, executors, trustees, general or limited partners or partnerships,
personal representatives, estates, administrators, predecessors, successors and
assigns of the defendants (or any one of them) in the Actions or any of their
families, parent entities, general partners, associates, affiliates or
subsidiaries (collectively, the “Released Persons”) which have arisen, could
have arisen, arise now or hereafter arise out of, or relate in any manner to the
allegations, facts, events, transactions, acts, occurrences, statements,
representations, misrepresentations, omissions or any other matter, thing or cause whatsoever, or
any series thereof, embraced, involved, set forth or otherwise related to the
Class Action or Derivative Action, or any allegations in the complaints or
amended complaints in the Actions, to  the Merger or the consideration
or implementation of the Merger, or to any proxy statement, any



    
      
        
           

           

        

         


      

      
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    supplement thereto, or any
disclosures contained therein issued in connection with the Merger (the “Settled
Claims”), provided however, that Settled Claims shall not include any claims to
enforce the Settlement. Further, any legal or equitable
claims or rights of recovery of any of the defendants against any other of the
defendants related to the Actions, whether arising under 10 Del.
C.
§ 6301, et. seq., or otherwise, excepting only such claims for advancement of
and/or indemnification for attorneys’ fees and expenses as any individual
defendants may have are completely discharged, dismissed with prejudice, settled
and released.  Additionally, all Settled Claims held on or on behalf
of Plaintiffs and the Class are completely discharged and released against all
defendants’ insurers.

    MERGER CONSIDERATION AND
VOTE

    1. EPD will,
in the Merger, exchange 1.24 EPD Common Units for each outstanding limited
partnership unit of TEPPCO (the “Merger Consideration”), other than the
Designated TEPPCO Common Units defined below.  Further, one or more
privately held affiliates of EPCO shall receive in the Merger in exchange for
3,645,509 limited partnership units of TEPPCO held by such affiliate or
affiliates (“Designated TEPPCO Common Units”) 4,520,431 Class B units of EPD,
which Class B units, by their terms, will receive no cash distributions for
sixteen quarters following the closing date of the Merger.  The board
of directors of TEPPCO GP shall recommend to TEPPCO’s unitholders that they
approve the Merger Agreement and, subject to certain fiduciary exceptions set
forth in the Merger Agreement, TEPPCO GP shall use its reasonable best efforts
to seek unitholder approval as soon as practicable, including providing proxy
materials to TEPPCO’s unitholders, which shall include a description of the
Settlement, and scheduling a unitholder vote.  Approval of the Merger
Agreement shall require, in addition to votes required under the TEPPCO
partnership agreement, the affirmative vote of at least a majority of the votes
cast by the holders of outstanding limited partnership units of TEPPCO,
excluding those held by defendants to the 


    
      
        
           

           

        

         


      

      
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    Derivative Action and DD
Securities LLC, DFI GP Holdings, L.P., Enterprise GP Holdings L.P., Duncan
Family Interests, Inc., and Duncan Family 2000 Trust.

    2. While Defendants in the
Derivative Action have denied and continue to deny they have committed or
attempted to commit any violations of law or breached any duty owed to TEPPCO or
its unitholders, the Derivative Action was considered by the Special Committee
to be a significant asset of TEPPCO for which fair value was sought and
obtained in the merger consideration.  During the negotiations, the
Special Committee advised EPD that EPD had not sufficiently valued the
Derivative Action and, thereafter, EPD increased the Merger
consideration.  The derivative claims and the presentation by
Derivative Plaintiff, his counsel and their experts provided substantial
assistance to the Special Committee in negotiating the increase in the merger
consideration.

    CLASS
CERTIFICATION

    3. For
purposes of settlement only, the parties agree that the Class Action shall be
maintained as a class action pursuant to Court of Chancery Rules 23(b)(1) and
(b)(2) on behalf of a class consisting of all record and beneficial holders of
limited partnership units of TEPPCO during the period beginning on and including
the close of business on March 9, 2009 (the date of the initial Merger Proposal)
through and including the date of the closing of the Merger, including any and
all of their respective successors in interest, predecessors, representatives,
trustees, executors, administrators, heirs, assigns or transferees, immediate
and remote, and any person or entity acting for or on behalf of, or claiming
under any of them, and each of them (the “Class”).


    
      
        
           

           

        

         


      

      
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     SUBMISSION
AND APPLICATION TO THE COURT 

    4. As soon
as practicable after this Stipulation has been executed, the parties shall apply
jointly for a scheduling order substantially in the form attached hereto as
Exhibit B (the “Scheduling Order”) that provides for the mailing to the TEPPCO
unitholders and the Class of a Notice of Settlement substantially in the form
attached hereto as Exhibit C (the “Notice”).

    5. If,
following a hearing, the Court approves the Settlement (including any
modification thereto made with the consent of the parties as provided for
herein) as fair, reasonable and adequate and in the best interests of the Class,
TEPPCO and its unitholders, the parties shall jointly request the Court to enter
an Order and Final Judgment substantially in the form attached hereto as Exhibit
D (the “Judgment”).

    CONDITIONS
OF SETTLEMENT

    6. This
Stipulation shall be null and void and of no force and effect if  (i)
the Court does not approve the mailing of Notice which sets forth the terms of
the settlement to TEPPCO unitholders; (ii) the Merger is not consummated; or
(iii) the parties are unable to obtain final Court certification of the Class,
Final Court Approval (defined below) of the Settlement, and dismissal of the
Actions with prejudice and without awarding costs to any party except as
determined in paragraph 9 and 10.

    7. In the
event the Merger is not consummated or the Settlement does not become final for
any reason, the parties will be placed in the positions they held on June 28,
2009 prior to the execution of the MOU.

    FINAL COURT
APPROVAL

    8. The
approval by the Court of the Settlement proposed by this Stipulation shall be
considered final for purposes of this Stipulation (“Final Court Approval”) upon
the expiration of the later of (i) the time for the filing or noticing of an
appeal or motion for


    
      
        
           

           

        

         


      

      
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    reargument from the
Court’s judgment approving the Settlement; (ii) the date of final affirmance on
any appeal or reargument; or (iii) the final dismissal of any
appeal.

    ATTORNEYS’ FEES

    9. Plaintiffs
and their counsel intend to petition the Court for an award of reasonable fees
not to exceed $17,500,000 (including $100,000 as a special award for Derivative
Plaintiff in connection with the Actions for his services over and above the
customary responsibilities of a derivative and class representative) and
reimbursement of reasonable expenses (paid or obligated to pay) not to exceed
$1,500,000 (the “Fee Application”).  Plaintiffs and their counsel will
not seek fees or expenses in excess of the Fee
Application.  Defendants will not oppose the Fee Application in the
amounts stated above.  Final resolution by the Court of the Fee
Application shall not be a precondition to the dismissal of the Actions in
accordance with the Stipulation, and the Fee Application may be considered
separately from the proposed Settlement of the Actions.  Fees and
expenses awarded by the Court in the Actions to Plaintiffs’ counsel or a special
award to Derivative Plaintiff in the Actions shall be paid by TEPPCO and/or any
insurer for any of the Defendants within ten (10) business days after the later
of (1) fulfillment of all of the conditions to the Settlement or (2) the date of
the Court’s order approving the Fee Application.  Defendants expect
that Plaintiffs’ legal fees and expenses, as awarded by the Court, will be
reimbursed by defendants’ insurance.

    NOTICE

    10. The
Notice of the Proposed Settlement shall be provided to TEPPCO unitholders and
the Class by TEPPCO at its expense pursuant to Court of Chancery Rules 23(e) and
23.1(c).


    
      
        
           

           

        

         


      

      
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    EFFECT
OF RELEASE

    11. The release contemplated
by the Stipulation shall extend to the claims that the parties granting the
release (the “Releasing Parties”) do not know or suspect to exist at the time of
the release, which if known, might have affected the Releasing Parties’ decision
to enter into the release.  The Releasing Parties shall be deemed to
relinquish, to the extent applicable, and to the full extent permitted by
law, the provisions, rights and benefits of Section 1542 of the California Civil
Code.  The Releasing Parties shall be deemed to waive any and all
provisions, rights and benefits conferred by any law of any state or territory
of the United States, or principle of common law, which is similar, comparable
or equivalent to California Civil Code Section 1542.

    12. While
retaining their right to deny liability, the Actions are being settled
voluntarily by defendants after consultation with competent legal
counsel.

    STAY OF
PROCEEDINGS

    13. Pending
final approval of this Settlement, Plaintiffs and their counsel will not file
any motion for a preliminary injunction or other interim equitable relief
relating to the Merger.  All proceedings in the Actions shall be
stayed except as provided in this agreement.

    STIPULATION NOT AN
ADMISSION

    14. This
Stipulation and all negotiations, statements and proceedings in connection
therewith shall not in any event be construed, or deemed to be evidence of, an
admission or concession on the part of the Plaintiffs, defendants, any member of
the Class, TEPPCO and its unitholders or any other person, of any liability or
wrongdoing by them, or any of them or as to any claim alleged or asserted in the
Actions, and shall not be offered or received in evidence in any action or
proceeding, or be used in any way as an admission, concession or evidence of any
liability or wrongdoing of any nature, and shall not be construed as, or
deemed


    
      
        
           

           

        

         


      

      
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    to be evidence of, an
admission or concession that Plaintiffs, their counsel, any member of the Class,
TEPPCO or any other present or former unitholder of TEPPCO, or any other person,
has or has not suffered any damage,
as a result of the facts described in the Amended Complaint herein, except in an
action or proceeding to enforce the terms and conditions of this
Stipulation.

    15. Defendants have denied and
continue to deny they have committed or attempted to commit any violations of
law or breached any duty owed to TEPPCO or its unitholders.

    ENTIRE
AGREEMENT; AMENDMENTS; EXTENSIONS

    16. Without
further order of the Court, the parties may agree to reasonable extensions of
time to carry out any of the provisions of this Stipulation.

    17. This
Stipulation constitutes the entire agreement among the parties with respect to
the subject matter hereof, and may only be amended or any of its provisions
waived by a writing executed by all parties hereto.

    18. This
Stipulation, and all rights and powers granted hereby, will bind and inure to
the benefit of the parties hereto and their respective agents, executors, heirs,
successors and assigns.

    WAIVER

    19. Any
failure by any party to insist upon the strict performance by any other party of
any of the provisions of this Stipulation shall not be deemed a waiver of any of
the provisions hereof, and such party, notwithstanding such failure, shall have
the right thereafter to insist upon the strict performance of any and all of the
provisions of this Stipulation to be performed by such other
party.


    
      
        
           

           

        

         


      

      
        16

        
          

        

      

      
         


      

    

     

    COUNTERPARTS

    
      20. This
Stipulation may be executed in two or more counterparts, all of which shall be
considered one and the same agreement, and shall become effective when such
counterparts have been signed by each of the parties and delivered to the other
parties.  Signed signature pages of this Stipulation may be delivered
by electronic or facsimile transmission, which will constitute complete delivery
without any necessity for delivery of originally signed signature pages in order
for this to constitute a binding agreement.

    

    GOVERNING LAW; FORUM
SELECTION

    21. This
Stipulation shall be construed and enforced in accordance with the laws of the
State of Delaware, without regard to the conflict of law provisions
thereof.  Any action to enforce or challenge the provisions of this
Stipulation shall be filed exclusively in the courts of the State of Delaware
and in no other court.  Additionally, the parties agree to waive any
claim of any right to trial by jury with respect to any action to enforce or
challenge the provisions of this Stipulation.

    BEST
EFFORTS

    22. The
parties agree to take all reasonable and necessary steps to expeditiously
implement the terms of this Stipulation and to complete the
Settlement.

    AUTHORITY

    23. Each of
the attorneys executing this Stipulation on behalf of one or more parties hereto
warrants and represents that he or she has been duly authorized and empowered to
execute this Stipulation on behalf of each such respective
party.


    
      
        
           

           

        

         


      

      
        17

        
          

        

      

      
         


      

    

     

    NON-ASSIGNMENT
OF CLAIMS

    24. Plaintiffs
and their counsel represent and warrant that (i) Plaintiffs are members of the
Class, and (ii) none of the Plaintiffs’ claims or causes of action in the
Actions has been assigned, encumbered or in any manner transferred in whole or
in part.

    [SIGNATURE
PAGES FOLLOW]

     


    
      
        
           

           

        

         


      

      
        18

        
          

        

      

      
         


      

    


    


    
      
        
          	
                  ROSENTHAL,
      MONHAIT

                  &
      GODDESS, P.A.

                   

                                
      /s/ Jessica
      Zeldin                                                      

                  Joseph
      A. Rosenthal (#234)

                  Jessica
      Zeldin (#3558)

                  919
      Market Street, Suite 1401

                  P.
      O. Box 1070

                  Wilmington,
      DE  19899

                  (302)
      656-4433

                  Attorneys
      for Peter Brinckerhoff and Renee Horowitz

                	
                  MORRIS,
      NICHOLS, ARSHT & TUNNELL LLP

                   

                   

                             
      /s/ Thomas W. Briggs,
      Jr.                                    
      

                  A.
      Gilchrist Sparks, III (#467)

                  William
      M. Lafferty (#2755)

                  Thomas
      W. Briggs, Jr. (#4076)

                  1201
      North Market Street

                  P.O.
      Box 1347

                  Wilmington,
      DE 19899

                  (302)
      658-9200

                  Attorneys
      for Defendants Enterprise Products Partners, L.P., Enterprise Products GP,
      LLC, W. Randall Fowler, Michael A. Creel and Richard H.
      Bachmann

                   

                	 
      
	
                  PROCTOR
      HEYMAN, LLP

                   

                   

                               
      /s/ Dominick T.
      Gattuso                                             

                  Vernon
      R. Proctor (#1019)

                  Kurt
      M. Heyman (#3054)

                  Dominick
      T. Gattuso (#3630)

                  1116
      West Street

                  Wilmington,
      DE  19801

                  (302)
      472-7300

                  Attorneys
      for Nominal Defendant TEPPCO Partners, L.P.

                   

                	
                  RICHARDS
      LAYTON & FINGER, P.A.

                   

                   

                             
      /s/ Rudolf
      Koch                                                      

                  Gregory
      P. Williams (#2168)

                  Anne
      C. Foster (#2513)

                  Rudolf
      Koch (#4947)

                  Jennifer
      J. Veet (#4929)

                  One
      Rodney Square

                  920
      North King Street

                  Wilmington,
      DE  19801

                  (302)
      651-7700

                  Attorneys
      for Defendants Richard S. Snell, Michael B. Bracy, Murray H. Hutchison,
      Jerry E. Thompson and Texas Eastern Products Pipeline Company,
      LLC

                


        

      

    

    



    
      
        
           

           

        

         


      

      
        19

        
          

        

      

      
         


      

    


     

    
      	 ASHBY &
      GEDDES	 POTTER
      ANDERSON & CORROON LLP
	 	 
	 	 
	 	 
	 /s/
      Richard D.
      Heins                              
                 	 /s/ Mark A.
      Morton                                    
              
	 Lawrence C.
      Ashby (#468)	 Donald J.
      Wolfe, Jr. (#285)
	 Richard D.
      Heins (#3000)	 Mark A. Morton
      (#2765)
	 Richard L.
      Renck (#3893)	 1313 N. Market
      Street
	 500 Delaware
      Avenue, 8th
      Floor	 P.O. Box
      951
	 P. O. Box
      1150	 Wilmington,
      DE  19899-0951
	 Wilmington,
      DE  19899-1150	 (302)
      984-6015
	 (302)
      654-1888	       
      Attorneys
      for Defendants Donald H. Daigle, Duke R. Ligon and Irvin Toole,
      Jr.
	   
      Attorneys
      for Defendants Dan L. Duncan and EPCO, Inc.	 
	 	 
	 Dated:  August
      5, 2009	 
	 	 


    

     

     

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    
      


      


      


       

      EXHIBIT
A

      


      


      (Incorporated
by Reference to Exhibit 2.1 to the Form 8-K filed by TEPPCO Partners, L.P. with
the Securities and Exchange Commission on June 29, 2009)

       

       

       

       

       

       

      
 


      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
 

    
      


      


      


      


      


      


      EXHIBIT
B

       

       

       

       

      
 

    

     

     

     

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    IN
THE COURT OF CHANCERY OF THE STATE OF DELAWARE

    


    
      	
              PETER
      BRINCKERHOFF, Individually and on Behalf of All Others Similarly Situated,
      and Derivatively on Behalf of Teppco Partners, LP,

               

              Plaintiff,

               

              v.

               

              TEXAS
      EASTERN PRODUCTS PIPELINE COMPANY, LLC; ENTERPRISE PRODUCTS PARTNERS,
      L.P.; ENTERPRISE PRODUCTS GP, LLC; EPCO, INC.; DAN L. DUNCAN; JERRY E.
      THOMPSON; W. RANDALL FOWLER; MICHAEL A. CREEL; RICHARD H. BACHMANN;
      RICHARD S. SNELL; MICHAEL B. BRACY; and MURRAY H. HUTCHISON,

               

              Defendants,

               

              and

               

              TEPPCO
      PARTNERS, L.P.,

               

              Nominal
    Defendant.

            	
              )

              )

              )

              )

              )

              )

              )

              )

              )

              )         C.A.
      No. 2427-VCL

              )

              )

              )

              )

              )

              )

              )

              )

              )

              )

              )

            
	
               

              IN
      RE TEXAS EASTERN PRODUCTS PIPELINE COMPANY, LLC, MERGER
      LITIGATION

               

            	
               

              )

              )         C.A.
      No. 4548-VCL

              )

            


    

    


    


    SCHEDULING
ORDER FOR APPROVAL

    OF SETTLEMENT OF CLASS AND
DERIVATIVE ACTIONS

    The
parties to the above-captioned actions (the “Actions”) having applied for an
Order determining certain matters in connection with the proposed settlement of
the Actions (the “Settlement”), in accordance with the Stipulation and Agreement
of Compromise, Settlement and Release entered into by the parties, dated August
5, 2009 (the “Stipulation”), and for


    
      
        
          
             

             

          

           


        

        
          1

          
            

          

        

        
           


        

      

    

    dismissal of the Actions
upon the terms and conditions set forth in the Stipulation, the terms and
definitions of which are incorporated by reference herein;

    NOW, upon
consent of the parties, after review and consideration of the Stipulation filed
with the Court and the Exhibits annexed thereto, and after due
deliberation,

    IT IS
HEREBY ORDERED this ______ day of __________________, 2009, that:

    1. For
purposes of settlement only, the Class Action (as defined in the Stipulation),
pending the Settlement Hearing (defined below), shall be maintained as a class
action pursuant to Court of Chancery Rules 23(b)(1) and (b)(2) on behalf of a
class consisting of all record and beneficial holders of limited partnership
units of TEPPCO Partners, L.P. (“TEPPCO”) during the period beginning on and
including the close of business on March 9, 2009 (the date of the initial Merger
Proposal) through and including the date of the closing of the Merger, including
any and all of their respective successors in interest, predecessors,
representatives, trustees, executors, administrators, heirs, assigns or
transferees, immediate and remote, and any person or entity acting for or on
behalf of, or claiming under any of them, and each of them (the
“Class”).

    2. A hearing
(the “Settlement Hearing”) shall be held on _____________, 2009, at __:__ _.m.,
in the Court of Chancery in the ________Courthouse, _______, _________,
Delaware_________, to:

    a. determine
whether the Settlement should be approved by the Court as fair, reasonable,
adequate and in the best interests of the Plaintiffs, TEPPCO, TEPPCO’s
unitholders and the Class;

    b. determine
whether judgment should be entered pursuant to the Stipulation, inter alia, dismissing the
Actions with prejudice and extinguishing and releasing all Settled Claims (as
defined therein);


    
      
        
          
             

             

          

           


        

        
          2

          
            

          

        

        
           


        

      

    

    c. determine
whether the Class should be certified and whether Plaintiffs and their counsel
have adequately represented the Class;

    d. rule on
an application of Plaintiffs’ counsel for an award of attorneys’ fees and
expenses and Derivative Plaintiff’s application for a special award in the
Actions; and

    e. rule on
such other matters as the Court may deem appropriate.

    3. The Court
reserves the right to adjourn the Settlement Hearing or any adjournment thereof,
including the consideration of the application for attorneys’ fees and
reimbursement of expenses, without further notice of any kind other than oral
announcement at the Settlement Hearing or any adjournment thereof.

    4. The Court
reserves the right to approve the Settlement at or after the Settlement Hearing
with such modification as may be consented to by the parties to the Stipulation
and without further notice to the Class or TEPPCO’s unitholders.

    5. No later
than 15 days from the date of this Order, TEPPCO shall cause a notice of the
Settlement Hearing in substantially the form annexed as Exhibit C to the
Stipulation (the “Notice”) to be mailed by United States mail, postage pre-paid,
to all TEPPCO unitholders and the Class, at their last known address appearing
in the records maintained by or on behalf of TEPPCO.  All record
holders as described in the foregoing sentence who were not also the beneficial
owners of the units held by them of record are requested to forward the Notice
to such beneficial owners of those units.  TEPPCO shall use reasonable
efforts to give notice to such beneficial owners by making additional copies of
the Notice available to any record holder who, prior to the Settlement Hearing,
requests copies for distribution to beneficial owners.

    6. The form
and method of notice specified herein (i) is the best notice practicable, (ii)
shall constitute due and sufficient notice of the Settlement Hearing to all
persons entitled to

    


    
      
        
          
             

             

          

           


        

        
          3

          
            

          

        

        
           


        

      

    

    receive such a notice, and
(iii) meets the requirements of due process and Court of Chancery Rule 23 and
Rule 23.1.  Prior to the Settlement Hearing, counsel for TEPPCO shall
file with the Court of Chancery an appropriate affidavit with respect to the
preparation and mailing of the Notice.

    7. Any member of the Class or
TEPPCO unitholder who objects to the:  (i) Settlement, (ii)
class action determination, (iii) adequacy of representation of the Class
Plaintiffs and their counsel, (iv) dismissal, (v) judgments to be entered with
respect thereto, and/or (vi) Plaintiffs’ counsel’s request for fees and
reimbursement of costs and expenses or a special award to Derivative Plaintiff
in the Actions, or who otherwise wishes to be heard, may appear in person or by
his, her, or its attorney at the Settlement Hearing and present evidence or
argument that may be proper and relevant; provided, however, that no person
other than counsel for the named Plaintiffs and defendants in the Actions shall
be heard and no papers, briefs, pleadings or other documents submitted by any
such person shall be received and considered by the Court (unless the Court in
its discretion shall thereafter otherwise direct, upon application of such
person and for good cause shown), unless not later than ten (10)
calendar days prior to the Settlement Hearing, such person files with the
Register in Chancery:  (i) a written notice of intention to appear,
(ii) a statement of such person’s objections to any matters before the Court,
(iii) the grounds therefor or the reasons for such person’s desiring to appear
and be heard, as well as documents or writings such person desires the Court to
consider, and (iv) proof of ownership of TEPPCO limited partnership units during
the Class period.  Also, on or before the date of filing such papers,
such person must serve them upon the following counsel of record:

    


    
      
        
          
             

             

          

           


        

        
          4

          
            

          

        

        
           


        

      

    

    


    


    
      	
              Joseph
      A. Rosenthal, Esquire

              Rosenthal,
      Monhait & Goddess, P.A.

              919
      Market Street, Suite 1401

              P.O.
      Box 1070

              Wilmington,
      Delaware  19899

               

            	 
      
	
              Gregory
      P. Williams, Esquire

              Richards,
      Layton & Finger, P.A.

              One
      Rodney Square

              920
      N. King Street

              Wilmington,
      Delaware  19801

               

            	 
      
	
              A.
      Gilchrist  Sparks, III, Esquire

              Morris,
      Nichols, Arsht & Tunnell LLP

              1201
      North Market Street

              P.O.
      Box 1347

              Wilmington,
      Delaware  19899

               

            	 
      
	
              Kurt
      M. Heyman, Esquire

              Proctor
      Heyman, LLP

              1116
      West Street

              Wilmington,
      Delaware 19801

               

            	 
      
	
              Lawrence
      C. Ashby, Esquire

              Ashby
      & Geddes

              500
      Delaware Avenue, 8th
      Floor

              P.O.
      Box 1150

              Wilmington,
      Delaware  19899

               

            	 
      
	
              Donald
      J. Wolfe, Jr.

              Potter
      Anderson & Corroon LLP

              1313
      North Market Street

              P.O.
      Box 951

              Wilmington,
      Delaware 19899

            	 
      
	 
      	 
      


    

    8. Unless
the Court otherwise directs, no person shall be entitled to object to the
approval of the Settlement, any judgment entered thereon, the class action
determination, the adequacy of the representation of the Class by Plaintiffs and
their counsel, or any award of attorneys’ fees or special award, or otherwise to
be heard, except by serving and filing a written objection and supporting papers
and documents as prescribed in paragraph 7.  Any Class

    
      
        
          
             

             

          

           


        

        
          5

          
            

          

        

        
           


        

      

    

    member or
TEPPCO unitholder who fails to object in the manner described above shall be
deemed to have waived the right to object (including any right of appeal) and
shall be forever barred from raising such objection in this or any other action
or proceeding.

    9. If the Settlement,
including any amendment made in accordance with the Stipulation, does not obtain
Final Court Approval (as defined in the Stipulation) or does not become
effective for any reason whatsoever, the Settlement, any class certification
herein and any actions taken or to be taken in connection with the
Settlement (including this Order and any judgment created herein) shall be
terminated and shall become void and of no further force and effect except for
TEPPCO’s obligations to pay for any expense incurred in connection with the
Notice and administration provided for by this Order.  In any such
event, neither the Stipulation, nor any provision contained in the Stipulation,
nor any action taken pursuant thereto, shall be deemed to prejudice in any way
the respective positions of the parties with respect to the
Actions.  Additionally, the parties to the Actions shall be restored
to their respective positions as of June 28, 2009, and neither the existence of
the Stipulation nor its contents shall be admissible in evidence or shall be
referred to for any purpose in the Actions or in any other litigation or
proceeding and shall not entitle any party to recover from any other party any
costs or expenses incurred in connection with the implementation of the
Stipulation.

    10. All proceedings in the
Actions, other than proceedings as may be necessary to carry out the terms and
conditions of the Settlement, are hereby stayed and suspended until further
order of this Court.  Pending final determination of whether the
Settlement should be approved, Plaintiffs, TEPPCO’s unitholders, and members of
the Class are barred and enjoined from commencing, instituting, prosecuting,
instigating or continuing, or in any way participating in the commencement or
prosecution of, any action asserting any Settled Claims, either directly,


    
      
        
          
            
              
                 

                 

              

               


            

            
              6

              
                

              

            

            
               


            

          

        

      

    

    individually,
representatively, derivatively or in any other capacity against any of the
Released Persons, and are barred and enjoined from challenging the Settlement
(other than in the Actions in accordance with the procedures established by the
Court).

    
      11. Neither the Stipulation
nor this Order, nor any act performed or document executed pursuant to or in
furtherance of the Settlement (i) is or shall be deemed to be or shall be used
as an admission or concession on the part of the Plaintiffs, defendants or any
other person, of the validity of the Settled Claims or of any wrongdoing
by or liability of defendants or defendants’ affiliates whatsoever; (ii) is or
shall be deemed to be or shall be used as a concession or admission of any fault
or omission of the Plaintiffs, any defendant or any defendant’s affiliates in
any statement, release or written document or financial report issued, filed or
made; or (iii) shall be offered or received in evidence against the Plaintiffs,
defendants or defendants’ affiliates in any civil, criminal or administrative
action or proceeding in any court, administrative agency or other tribunal other
than such proceedings as may be necessary to consummate or enforce the
Settlement, the releases executed pursuant thereto, and/or the Order and Final
Judgment, except that the Stipulation and the Exhibits thereto may be filed in
any subsequent action brought against any defendant or any defendant’s
affiliates in order to support a defense or counterclaim of the defendants or
defendants’ affiliates of res judicata, collateral estoppel, release, good faith
settlement, judgment bar or reduction or any other theory of claim or issue
preclusion or similar defense or counterclaim.

      
        _____________________________________                                                                        


        [Vice]
Chancellor                                                                           


      

    

    


    
      
        
          
             

             

          

           


        

        
          7

          
            

          

        

        
           


        

      

    

    

 

    


     

     

    
 

    


    


    


    EXHIBIT
C

     

     

     

     

     

     

     

    
 

    


    
      
        
          
            


            


             

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    IN
THE COURT OF CHANCERY OF THE STATE OF DELAWARE

    


    
      	
              PETER
      BRINCKERHOFF, Individually and on Behalf of All Others Similarly Situated,
      and Derivatively on Behalf of Teppco Partners, LP,

               

              Plaintiff,

               

              v.

               

              TEXAS
      EASTERN PRODUCTS PIPELINE COMPANY, LLC; ENTERPRISE PRODUCTS PARTNERS,
      L.P.; ENTERPRISE PRODUCTS GP, LLC; EPCO, INC.; DAN L. DUNCAN; JERRY E.
      THOMPSON; W. RANDALL FOWLER; MICHAEL A. CREEL; RICHARD H. BACHMANN;
      RICHARD S. SNELL; MICHAEL B. BRACY; and MURRAY H. HUTCHISON,

               

              Defendants,

               

              and

               

              TEPPCO
      PARTNERS, L.P.,

               

              Nominal Defendant.

               

                                                                                                                                                                                                                                  
      

            	
              )

              )

              )

              )

              )

              )

              )         C.A.
      No. 2427-VCL

              )

              )

              )

              )

              )

              )

              )

              )

              )

              )

              )

              )

              )

              )

            
	
               

              
                IN
      RE TEXAS EASTERN PRODUCTS PIPELINE COMPANY, LLC, MERGER
      LITIGATION

              

               

            	
               

              )

              )         C.A.
      No. 4548-VCL

              )

            


    

    


    NOTICE
OF PENDENCY OF CLASS AND DERIVATIVE ACTIONS, TEMPORARY AND PROPOSED CLASS ACTION
DETERMINATION,

    PROPOSED
SETTLEMENT OF CLASS AND DERIVATIVE

    ACTION, SETTLEMENT HEARING
AND RIGHT TO APPEAR

    


    CLASS
CLAIM

    


    
      	
              TO:

            	
              ALL
      RECORD HOLDERS AND BENEFICIAL OWNERS OF LIMITED PARTNERSHIP UNITS OF
      TEPPCO PARTNERS, L.P. (“TEPPCO”) DURING THE PERIOD BEGINNING ON AND
      INCLUDING THE CLOSE OF BUSINESS ON MARCH 9, 2009 THROUGH AND INCLUDING THE
      CLOSING DATE OF THE MERGER OR THEIR SUCCESSORS IN INTEREST, PREDECESSORS,
      REPRESENTATIVES, TRUSTEES, EXECUTORS, ADMINISTRATORS, HEIRS,
    

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        	 	
                ASSIGNS
      OR TRANSFEREES, IMMEDIATE AND REMOTE AND ANY PERSON OR ENTITY ACTING FOR
      OR ON BEHALF OF, OR CLAIMING UNDER ANY OF THEM, AND EACH OF
      THEM.

              


      

       

    

    DERIVATIVE
CLAIM

    


    
      	
              TO:

            	
              ALL
      RECORD HOLDERS AND BENEFICIAL OWNERS OF LIMITED PARTNERSHIP UNITS OF
      TEPPCO OR THEIR SUCCESSORS IN INTEREST, PREDECESSORS, REPRESENTATIVES,
      TRUSTEES, EXECUTORS, ADMINISTRATORS, HEIRS, ASSIGNS OR TRANSFEREES,
      IMMEDIATE AND REMOTE AND ANY PERSON OR ENTITY ACTING FOR OR ON BEHALF OF,
      OR CLAIMING UNDER ANY OF THEM, AND EACH OF THEM.

               

            


    

    


    PLEASE
READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY.  YOUR RIGHTS WILL BE
AFFECTED BY THE LEGAL PROCEEDINGS IN THIS LITIGATION.  IF THE COURT
APPROVES THE PROPOSED SETTLEMENT, YOU WILL BE FOREVER BARRED FROM CONTESTING THE
FAIRNESS, REASONABLENESS AND ADEQUACY OF THE PROPOSED SETTLEMENT, OR FROM
PURSUING THE SETTLED CLAIMS (DEFINED HEREIN).

     

    IF YOU HELD LIMITED PARTNERSHIP UNITS OF TEPPCO FOR THE BENEFIT OF
ANOTHER, PLEASE PROMPTLY TRANSMIT THIS DOCUMENT TO SUCH BENEFICIAL OWNER.

     

    
      	
              I.  

            	
              PURPOSE OF THIS
      NOTICE.

            


    

     

    The
purpose of this Notice is to inform you, pursuant to Rules 23 and 23.1 of the
Court of Chancery of the State of Delaware (the “Court”), and the Order of the
[Vice] Chancellor of the Court dated ________, 2009 in the above-captioned
Actions (the “Actions”), of (i) the proposed settlement of the Actions (the
“Settlement”) as provided for in the Stipulation and Agreement of Compromise,
Settlement and Release (the “Stipulation”) dated as of August 5, 2009 entered
into by the parties to the Actions, (ii) the Court’s certification of a Class
(defined below) for purposes of the settlement of the Class Action (defined
below), and (iii) your right to participate in a hearing to be held on _____,
2009 at __:__ _.m., before the Court in the _________ Courthouse,
______________, _________, Delaware _________ (the “Settlement
Hearing”).  The purpose of the Settlement Hearing is to determine
whether the Court should approve the proposed


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

     

    Settlement as fair,
reasonable, adequate and in the best interests of the Plaintiffs, the Class,
TEPPCO and its unitholders pursuant to Court of Chancery Rules 23 and 23.1 and
enter a final judgment ending the Actions; to determine
whether the Class should be finally certified pursuant to Court of Chancery Rule
23; to determine whether Plaintiffs and their counsel have adequately
represented the interests of the Class, TEPPCO and its unitholders in the
Actions; and to consider such other matters, including the application by
Plaintiffs’ counsel for attorneys’ fees and reimbursement of expenses and a
special award to Derivative Plaintiff.

    The Court
has determined that, for purposes of the Settlement only, the Class Action
(defined below) shall be temporarily maintained as a class action under Court of
Chancery Rules 23(b)(1) and (b)(2) by Plaintiffs as Class representatives, and
by Plaintiffs’ counsel as Class counsel, on behalf of all record holders and
beneficial owners of limited partnership units of TEPPCO during the period
beginning on and including the close of business on March 9, 2009 (the date of
the initial Merger Proposal) through and including the date of the closing of
the Merger, including any and all of their respective successors in interest,
predecessors, representatives, trustees, executors, administrators, heirs,
assigns or transferees, immediate and remote, and any person or entity acting
for or on behalf of, or claiming under any of them, and each of them (the
“Class”).

    This
Notice describes the rights you may have under the Settlement and what steps you
may take in relation to the Settlement.

    If the
Court approves the Settlement, it will enter an Order and Final Judgment
dismissing the Actions with prejudice on the merits.


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

     

    
    

     

    
      	 	
              THE FOLLOWING RECITATION DOES
      NOT CONSTITUTE THE FINDINGS OF THE COURT OF CHANCERY.  IT IS
      BASED ON THE STATEMENTS OF THE PARTIES AND SHOULD NOT BE UNDERSTOOD AS AN
      EXPRESSION OF ANY OPINION OF THE COURT AS TO THE MERITS OF ANY OF THE
      CLAIMS OR DEFENSES RAISED BY ANY OF THE
    PARTIES.

            	 


    

     

    
      	
              II.  

            	
              BACKGROUND OF THE
      ACTIONS.

            


    

     

    On
September 18, 2006, Peter Brinckerhoff (“Brinckerhoff” or “Derivative
Plaintiff”) filed a derivative and class action complaint in the Delaware Court
of Chancery challenging certain transactions entered into between affiliates of
nominal defendant TEPPCO and Enterprise Products Partners, L.P. (“EPD”) and
certain proxy disclosures of TEPPCO (the “Derivative Action”).

    On
September 22, 2006, Derivative Plaintiff filed an initial document request and a
motion to expedite and requested that the Court set a hearing for a preliminary
injunction.  In response to the litigation, on October 5, 2006, TEPPCO
filed a Form 8-K containing supplemental disclosures with respect to its proxy
solicitation.  As a result, Derivative Plaintiff did not pursue a
preliminary injunction.

    On
November 17, 2006, all defendants except the nominal defendant moved to dismiss
the complaint in its entirety.

    On July
12, 2007, Derivative Plaintiff filed an Amended Class and Derivative Complaint
(the “Amended Complaint”).  Count I of the Amended Complaint alleged
that the joint venture entered into by TEPPCO and EPD in August 2006 to expand
further TEPPCO’s Jonah system and the sale by TEPPCO of its Pioneer natural gas
processing plant and
certain gas processing rights to EPD in March 2006 were unfair to TEPPCO and
that TEPPCO’s general partner, TEXAS Eastern Products Pipeline Company, LLC
(“TEPPCO GP”), the director defendants (named in the caption), EPCO, Inc. and
Dan Duncan breached their fiduciary duties by causing 

    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

    TEPPCO to enter into these
transactions and that these transactions constituted a breach of the partnership
agreement.  Count II of the Amended Complaint alleged that EPD and its
general partner aided and abetted the alleged breaches of
fiduciary duty addressed in Count I.  Count III of the Amended
Complaint alleged that certain transactions adopted at a special meeting of
TEPPCO’s unitholders on December 8, 2006, including a reduction of the TEPPCO
GP’s maximum percentage interest in TEPPCO’s distributions in exchange for
units, were unfair to TEPPCO’s unitholders and constituted a breach of fiduciary
duties and that the proxy statement failed to provide TEPPCO’s unitholders with
all material facts necessary for them to make an informed decision
whether to vote in favor of or against the proposals.

    Derivative
Plaintiff and his counsel have represented that they investigated the claims
asserted, including conducting a review and analysis of numerous securities
analysts reports, investor and creditor presentations, trade journals, filings
with the Securities and Exchange Commission, the Bureau of Land Management and the State
of Wyoming, and researching the duties of directors and Delaware limited
partnership law.  Derivative Plaintiff and his counsel also traveled
to southwest Wyoming to inspect the Jonah Gas Gathering System and the Pioneer
Gas Processing Plant that were the subject of the Derivative Action, as well as
the competing gas processing plant owned by the Williams Companies,
Inc.

    On
September 28, 2007, defendants moved to dismiss Count III of the Amended
Complaint and certain defendants moved to dismiss Count I of the Amended
Complaint as against them.  During the pendency of the motions to
dismiss, Derivative Plaintiff voluntarily dismissed claims relating to a certain
transaction against defendant Thompson because he was not a director of TEPPCO
at the time of the transaction.

    
      
        
           


        

        
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    After
briefing and oral argument on the motions to dismiss, the Court issued a
Memorandum Opinion on November 25, 2008.  The Court dismissed Count
III finding that the Amended Complaint failed to identify any material
information that was not included in proxy materials or the supplemental
disclosures.  The Court denied the motion to dismiss Count I finding
that the allegations of the Amended Complaint sufficiently alleged the moving
defendants’ involvement in the transactions.

    Prior to
and during the pendency of the motion to dismiss and following the Court’s
decision, the Derivative Plaintiff conducted extensive discovery of documents
and of witnesses on the derivative claims contained in Counts I and II of the
Amended Complaint.  Among other things, in the course of the
Derivative Action, Derivative Plaintiff served four combined interrogatories and
document requests on defendants; subpoenaed six third party witnesses, including
Merrill Lynch, Pierce, Fenner & Smith, Inc., Goldman, Sachs & Co.,
EnCana Oil & Gas (USA), Inc., and Simmons & Company, International;
reviewed over half a million pages of documents produced by defendants and third
parties; identified and provided to defendants more than 650 exhibits to be
potentially used at depositions; and deposed the Chairman of TEPPCO’s Audit,
Conflict and Governance (“ACG”) Committee in 2006, a representative of one
financial advisor to the ACG Committee, a senior Vice President of TEPPCO and
EPD, TEPPCO’s Director of Development and TEPPCO’s Chief Financial
Officer.

    Derivative Plaintiff began
depositions in November 2008 and took depositions in Maryland and Texas through
January 2009.  Also, in January 2009, Derivative Plaintiff’s counsel
agreed with defendants’ counsel and various third parties to schedule thirteen
(13) additional depositions in Texas, New York, Colorado and California so that
all depositions would be completed prior to the discovery cut-off of April 30,
2009.  Derivative Plaintiff’s counsel represent that they
consulted 

    
      
        
           


        

        
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    with numerous experts and
retained five experts in the fields of oil and gas, natural gas liquids,
financial analysis, mergers, acquisitions, and fairness opinions, and Master
Limited Partnerships.

    In late
January 2009, the parties agreed to mediation before one of the members of the
Delaware Court of Chancery pursuant to Court of Chancery Rule
174.  Vice Chancellor Lamb consented to joint requests that discovery
be stayed for ninety (90) days, and Vice Chancellor Strine agreed to act as
mediator.   Vice Chancellor Strine scheduled mediation for mid
April 2009, and ordered the parties to submit simultaneous opening and
simultaneous answering mediation briefs.

    On
January 19, 2009, Mr. Duncan, Mr. Creel and members of EPD management met and
decided to commence an evaluation of the feasibility of combining EPD and
TEPPCO.  On January 29, 2009, the EPD ACG met with Messrs. Duncan and
Creel and certain members of EPD management to discuss the proposed process EPD
and the EPD ACG Committee should follow in connection with considering a
potential combination of EPD and TEPPCO as well as to discuss the engagement of
financial advisors and counsel.

    On February 10, 2009, the EPD
ACG Committee together with its legal advisors met with attorneys from
Morris, Nichols, Arsht & Tunnell LLP, Delaware counsel to the EPD ACG
Committee, and also counsel to defendants EPD and certain of EPD’s directors in
the Derivative Action, to discuss, among other things, an appropriate process
for EPD to obtain financial and operating projections from
TEPPCO.   In late February 2009, EPD approached TEPPCO about a
possible merger.

    On
February 23, 2009, TEPPCO and EPD entered into a confidentiality agreement.
Following its execution, EPD and TEPPCO began to exchange
information.  On February 26, 2009, TEPPCO’s board met to discuss a
potential combination with EPD.  Because the

    
      
        
           


        

        
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    Derivative Action could
have an impact on the proposed transaction, the TEPPCO ACG determined that it
was appropriate for the TEPPCO ACG Committee to consider and evaluate any impact
the Derivative Action might have on a
potential transaction with EPD.

    In early
April 2009, defendants’ counsel advised the Derivative Plaintiff’s counsel of a
possible merger transaction between EPD and TEPPCO and that, if such merger
occurred, it might lead to a resolution of the Derivative Action.  As
a result, the parties agreed that the mediation be adjourned for sixty
days.

    In connection with the
Mediation proceedings that Vice Chancellor Strine had set for April 16, 2009,
Derivative Plaintiff submitted mediation briefs together with attached expert
reports of two financial experts, and a jointly agreed upon voluminous appendix
of deposition exhibits and testimony.  Derivative Plaintiff argued in
the mediation briefs that defendants had breached the heightened standard of
liability set forth in TEPPCO’s partnership agreements.  Derivative
Plaintiff also submitted expert reports showing that Derivative
Plaintiff’s experts valued the derivative claims at approximately $700 million
and, on a disgorgement of profits basis, at more than one billion
dollars.

    Defendants
submitted mediation briefs together with attached expert
reports.  Defendants denied liability and argued that the derivative
claims had no value, including that under the TEPPCO Partnership Agreement,
TEPPCO’s General Partner could engage in asset sales and joint ventures,
including conflict of interest transactions, in its “sole
discretion.”

    Later
in April 2009, the Audit, Conflicts and Governance Committee of the board of
directors of TEPPCO GP appointed a special committee comprised of independent
directors (the “Special Committee”) to consider the Merger
Proposal.  The Special Committee was comprised of a TEPPCO director
who joined the TEPPCO GP Board more than a year after the
Derivative

    
      
        
           


        

        
          8

          
            

          

        

        
           


        

      

    

     

    Action had been filed,
Donald H. Daigle, and two new directors named to TEPPCO GP’s Board in April
2009, Irvin Toole, Jr. and Duke R. Ligon, none of whom were defendants in the
Derivative Action.  The Special Committee retained
independent legal and financial advisors.

    On or about April 29,
2009, TEPPCO announced that it had received a proposal from EPD, dated
March 9, 2009, for the merger of TEPPCO with and into EPD in consideration
of $1.00 in cash and 1.043 EPD units to be paid or issued by EPD for each of
TEPPCO’s outstanding partnership units (the “Merger Proposal”), which
represented at the time of the initial proposal $21.89 per TEPPCO unit, and that
the Special Committee had rejected the proposal as inadequate.

    On April 29, 2009, Brinckerhoff filed a class
action complaint in the Delaware Court of Chancery challenging the fairness of
the Merger Proposal and alleging that TEPPCO’s Special Committee would not
fairly value the Derivative Action in connection with the Merger and that
defendants would not provide
unitholders with sufficient information about the Derivative Action to evaluate
the Merger.

    On April 29, 2009, Renee
Horowitz (together with Brinckerhoff, “Plaintiffs”) filed a class action
complaint in the Delaware Court of Chancery also challenging the fairness of the
offer, which action was consolidated into the new Brinckerhoff action on
May 11, 2009, under the caption Texas
Eastern Products Pipeline Company, LLC, Merger Litigation, C.A. No.
4548-VCL (the “Class Action”).  Also on May 11, 2009, the law firm of
Bragar Wexler Eagel & Squire,
P.C. was designated as Plaintiffs’ Lead Counsel in the Class Action and the law
firm of Rosenthal, Monhait & Goddess, P.A., was designated as Delaware
Liaison Counsel for Plaintiffs.

      The Class
Action alleges, among other things, that Dan Duncan controls both TEPPCO and EPD
through his ultimate ownership of their respective general partners and arranged
for a transaction in his best interest that would not have been entirely
fair to the minority unitholders

    

    
      
        
           


        

        
          9

          
            

          

        

        
           


        

      

    

     

    of TEPPCO.  The
Class Action further alleges that Duncan’s control and unwillingness to sell his
stake precluded third-party interest in
TEPPCO.  According  to the Class Action, as a consequence of
his ultimate control, Duncan,
EPD and Enterprise Holdings, L.P, with the acquiescence of TEPPCO GP’s directors
and EPCO, Inc., would have been able to proceed with and benefit from an
underpriced, unfair transaction to the detriment of TEPPCO’s public
unitholders.

    On April 30, 2009, the
TEPPCO Special Committee met with its legal and financial advisors
to prepare for a meeting with EPD scheduled for May 1,
2009.   After some discussion, the TEPPCO Special Committee
decided that, if efforts to obtain an increased proposal from EPD were
unsuccessful, it would make a counterproposal only after it was able to assess
the merits and range of potential values of the Derivative Action, and that to
facilitate that assessment, it would schedule a meeting with the Plaintiff’s
counsel in the Derivative Action and the Class Action.

    On May 1, 2009, the Special
Committee and its legal and financial advisors met with EPD and its legal and
financial advisors and the EPD ACG Committee and its
counsel.   At the conclusion of the meeting, Mr. Daigle informed
EPD that the TEPPCO Special Committee was in the process of reviewing the
Derivative Action and believed that the Derivative Action potentially
represented a significant asset of TEPPCO.  Mr. Daigle then encouraged
EPD to revise its proposal to reflect both the then current market value of the
TEPPCO units and the value of the Derivative Action.  Finally, Mr.
Daigle stated that the TEPPCO Special Committee would contact EPD to continue
discussions once it had further assessed the merits and value of the Derivative
Action.  From April through the end of June, the Special Committee and
its legal experts, and their financial experts worked to value the Derivative
Action, and considered the

    
      
        
           


        

        
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    claims
significant assets of TEPPCO and requested that EPD pay fair value for those
claims in the Merger.

    On May 6,
2009, the Special Committee, and its advisors, met with Derivative Plaintiff,
his attorneys, and one firm of Plaintiffs’ financial experts in Houston to
discuss Plaintiff’s and his counsel’s view of the merits of the Derivative
Action.  Prior to the meeting, the Special Committee was provided with
Derivative Plaintiff’s mediation briefs, expert reports and exhibits. For the
meeting, Derivative Plaintiff’s attorneys prepared a memorandum, charting from
the mediation memoranda Derivative Plaintiff’s arguments and defendants’
responses, and setting forth Derivative Plaintiff’s rebuttal
arguments.  Also, for the Special Committee, Derivative Plaintiff’s
counsel prepared a power point presentation summarizing Derivative Plaintiff’s
view of the applicable partnership contractual standards of liability and
damages.  Derivative Plaintiff, five of his attorneys, together with
three of Derivative Plaintiff’s attorneys’ experts participated in the
presentation to the Special Committee.  All members of the Special
Committee, their counsel (including their Delaware counsel), and financial
experts, were present and posed questions to Derivative Plaintiff’s attorneys
and their experts.  From and after May 2009, Derivative Plaintiff’s
counsel and the Special Committee’s counsel were in regular
communication.  In discussions with counsel for the Special Committee,
Derivative Plaintiff’s counsel
repeatedly urged that the TEPPCO Special Committee obtain substantial
consideration for the Derivative Action.

      On May
12, 2009, the TEPPCO Special Committee and its legal advisors held a telephonic
meeting to discuss the merits and potential value range of the Derivative Action
and the steps that the TEPPCO Special Committee should undertake to facilitate
that assessment.  On 


    

    
      
        
           


        

        
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    May 14,
2009, the TEPPCO Special Committee further discussed the Derivative Action with
its legal advisors.

    On May 18, 2009, the
TEPPCO Special Committee held a telephonic meeting to discuss with its legal and
financial advisors a possible counterproposal to EPD.  The TEPPCO
Special Committee decided that a counterproposal would be formulated based, in
part, on the TEPPCO Special Committee’s views on the value of TEPPCO
following consultation with its financial advisors and considering a range of
potential values for the Derivative Action.  The range of potential
values for the Derivative Action was based upon the damages estimates of the
parties to the Derivative Action in the pending mediation of the Derivative
Action and the TEPPCO’s Special Committee meeting with Derivative Plaintiff and
his counsel.  The Special Committee decided, after consulting with its
legal and financial advisors, to make a counterproposal of 1.48 EPD common units
for each TEPPCO unit.  On May 19, 2009, Mr. Daigle communicated the
counterproposal to EPD.

    On June 15, 2009, the TEPPCO Special
Committee and EPD engaged in face-to-face merger negotiations.  During
the meeting, EPD responded to the Special Committee’s counterproposal with a new
proposal of 1.197 EPD common units for each TEPPCO unit.

    On June 16, 2009, the TEPPCO Special
Committee met with its financial and legal advisors to discuss the
negotiations.  The Special Committee considered that it was able to
obtain a substantial increase in the Merger consideration due to the existence
and value of the Derivative Action.  The TEPPCO Special Committee then
discussed a response to EPD’s revised offer and decided to further negotiate a
transaction, and requested that EPD improve its proposal to 1.275 EPD common
unit for each TEPPCO unit.  The TEPPCO Special Committee also
conditioned the Merger on the affirmative vote of at least a majority of the
votes cast by the holders of outstanding


    
      
        
          
             


          

          
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    limited
partnership units of TEPPCO, excluding those held by defendants to the
Derivative Action and DD Securities LLC, DFI GP Holdings, L.P., Enterprise GP
Holdings L.P., Duncan Family Interests, Inc., and Duncan Family 2000
Trust.  Also, on June 16, 2009, EPD management consulted with Mr.
Duncan regarding whether one of his affiliates would consider accepting, in lieu
of some EPD common units, a new class of EPD units that would not receive
distributions for a specified period of time.

    During a later meeting on June 16,
2009, EPD responded with a revised proposal that consisted of 1.24 EPD common
units for each TEPPCO unit, other than certain TEPPCO units owned by Duncan
Family Interests, Inc. and its affiliates, which would be exchanged for Class B
units each of which would forego quarterly cash distributions for sixteen
quarters following the closing of the merger (the “1.24
Proposal”).  The Merger would also be subject to affirmative vote of
at least a majority of the votes cast by the holders of outstanding limited
partnership units of TEPPCO, excluding those held by defendants to the
Derivative Action and DD Securities LLC, DFI GP Holdings, L.P., Enterprise GP
Holdings L.P., Duncan Family Interests, Inc., and Duncan Family 2000
Trust.

    On June
17, 2009, the TEPPCO Special Committee met to discuss the 1.24 Proposal with the
assistance of its legal and financial advisors and concluded that it was in
favor of going forward with the proposal.

    Later on June 17, 2009, the TEPPCO Special Committee and its legal
advisors held a telephonic conference with the Derivative Plaintiff and his
counsel to apprise them of EPD’s final proposal.  At the conclusion of
the meeting, Derivative Plaintiff stated he would have to consider whether he
was willing to support the final proposal and enter into settlement of the
Derivative Action.  Later that day, Derivative Plaintiff’s counsel
telephoned counsel for the TEPPCO Special 

    
      
        
          
             


          

          
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    Committee
and stated that Derivative Plaintiff was willing to support the proposal if the
merger agreement contained a covenant that EPD would increase distributions to
be equivalent with TEPPCO distributions on an as-converted basis.

    On June
18, 2009, Mr. Daigle met with legal advisors and Mr. Creel and members of EPD
management to discuss the Derivative Plaintiff’s demands for a commitment to
increased distributions on EPD common units.  Mr. Creel explained that
the financial ramifications of the demand prevented EPD from agreeing to the
condition.  However, EPD was willing to state that, subject to market
conditions, EPD currently expects to continue its practice of increasing its
distributions each quarter through 2011, by the higher of $0.0075 ($0.03
annualized) per common unit or 1.25% (5% annualized).  Such increases
would bring EPD distributions to parity with TEPPCO distributions on an
as-converted basis by the third quarter of 2010.

    On June
28, 2009, a merger agreement was executed by and among TEPPCO, EPD, TEPPCO GP,
Enterprise Products GP, LLC, and Enterprise Sub B LLC (the “Merger Agreement”)
whereby TEPPCO and TEPPCO GP will become wholly-owned subsidiaries of EPD (the
“Merger”).  In consideration, TEPPCO unitholders, except for a certain
affiliate of EPCO, Inc., will receive 1.24 EPD common units for each TEPPCO
unit.  An affiliate of EPCO, Inc. will exchange its 11,486,711 TEPPCO
units for 14,243,521 EPD units, based on the 1.24 exchange rate, which will
consist of 9,723,090 EPD common units and 4,520,431 EPD Class B
units.  The EPD Class B units will not be entitled to regular
quarterly cash distributions for sixteen quarters following the closing of the
Merger.  Subject to market conditions, EPD currently expects to be
able to continue its practice of increasing its distributions each quarter
through 2011 by the higher of $0.0075 ($0.03 annualized) per common unit or
1.25% (5% annualized). The Class
B


    
      
        
          
             


          

          
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    units
will convert automatically into the same number of common units on the date
immediately following the payment date of the sixteenth distribution following
the closing of the Merger.

    Also on
June 28, 2009, following arm’s-length negotiations, the parties entered into a
memorandum of understanding (“MOU”), based upon the Merger Agreement, pursuant
to which the parties agreed in principle to the settlement of the Actions (as
described below under the paragraph entitled “The Settlement”). Prior to signing the MOU,
Plaintiffs’ attorneys arranged for one of their experts to examine certain
financial materials prepared for the Special Committee.  That expert
reported to Plaintiffs’ attorneys that, on a preliminary basis, the Merger
consideration appeared fair.

    On August
__, 2009, the Stipulation was executed by the parties through their respective
counsel.

    
      	
              III.  

            	
              THE
      SETTLEMENT.

            


    

    The
Merger, and TEPPCO’s Special Committee’s use of the Derivative Action in its
effort to obtain an increase in the Merger consideration, provide the basis for
the settlement.  Specifically, EPD agreed in the Merger to exchange
1.24 EPD Common Units for each outstanding limited partnership unit of TEPPCO
(the “Merger Consideration”), other than the Designated TEPPCO Common Units
defined below. Further, one or more privately-held affiliates of EPCO, Inc. will
receive in the Merger in exchange for 3,645,509 limited partnership units of
TEPPCO held by such affiliate or affiliates (“Designated TEPPCO Common Units”)
4,520,431 Class B units of EPD, which Class B units, by their terms, will
receive no cash distributions for sixteen quarters following the closing date of
the Merger.  The board of directors of TEPPCO GP will recommend to
TEPPCO’s unitholders that they approve the Merger Agreement and, subject to
certain fiduciary exceptions set forth in the Merger Agreement, TEPPCO GP will
use its reasonable best efforts to seek unitholder approval as soon as
practicable, including providing proxy materials to TEPPCO’s 


    
      
        
          
             


          

          
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    unitholders,
which will include a description of the Settlement, and scheduling a unitholder
vote.  Plaintiffs and their counsel were given the opportunity to
review and comment on the draft proxy materials. Approval of the Merger will
require, in addition to votes required under the TEPPCO partnership agreement,
the affirmative vote of at least a majority of the votes cast by the holders of
outstanding limited partnership units of TEPPCO, excluding those held by
defendants to the Derivative Action and DD Securities LLC, DFI GP Holdings,
L.P., Enterprise GP Holdings L.P., Duncan Family Interests, Inc., and Duncan
Family 2000 Trust.

    The
Derivative Action was considered by the Special Committee to be a significant
asset of TEPPCO for which fair value was sought and obtained in the Merger
consideration.  The derivative claims, the submission to the Special
Committee by Derivative Plaintiff of certain evidence obtained by Derivative
Plaintiff in discovery, together with briefs extensively citing both documents
and testimony and setting forth the Derivative Plaintiff’s contentions as to the
applicable law, reports by Derivative Plaintiff’s experts, and the presentation
by Derivative Plaintiff, his counsel and their experts provided substantial
assistance to the Special Committee in negotiating the increase in the Merger
consideration.  During the negotiations, the Special Committee advised
EPD that EPD had not sufficiently valued the Derivative Action and, thereafter,
EPD increased the Merger consideration.  The Special Committee
considered that it was able to obtain a substantial increase in the Merger
consideration due to the existence and value of the Derivative Action. 


      During
the course of the Merger negotiations, EPD increased the Merger consideration by
about 14.5% or more than $300,000,000.

      
        	
                IV.  

              	
                REASONS FOR THE
      SETTLEMENT.

              


      

      Plaintiffs,
through their counsel, have made a comprehensive and thorough investigation of
the claims and allegations asserted in the Actions, as well as the facts and
circumstances relevant to the Actions, including carefully reviewing relevant
documents; conducting factual


    

    
      
        
          
             


          

          
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    and legal
research concerning the viability of Plaintiffs’ claims; and carefully analyzing
the fairness and adequacy of the terms of the Stipulation and
Settlement.  While Plaintiffs believe that the claims asserted in the
Actions have merit, they also believe that the Settlement provided for herein
provides substantial benefits to the Class, TEPPCO and its
unitholders.  In addition to the substantial benefits provided by the
Settlement to the Class, TEPPCO and its unitholders, Plaintiffs and their
counsel have considered:  (i) the facts developed through their
investigation; (ii) the standards for liability set forth in TEPPCO’s limited
partnership agreement; (iii) the attendant risks of litigation and the
uncertainty of the outcome of the Actions; (iv) the substantial cost to TEPPCO
of continuing the litigation; (v) the desirability of permitting the Settlement
to be consummated as provided by the terms of this Stipulation; and (vi) the
conclusion of Plaintiffs and their counsel that, under the circumstances, the
terms and conditions of the Settlement are fair, reasonable and adequate and
that it is in the best interest of Plaintiffs, the members of the Class, TEPPCO
and its unitholders to settle the Actions as set forth in the
Stipulation.  In light of these considerations, Plaintiffs, through
their counsel, have determined that it is in the best interests of the
Plaintiffs, the members of the Class, TEPPCO and its unitholders to settle the
Actions on the terms set forth in the Stipulation.

    Defendants
have vigorously denied, and continue to deny, all liability with respect to the
Actions, deny that they engaged in any wrongdoing, deny that they committed any
violation of law, deny that they breached any fiduciary duties, deny that they
acted improperly in any way, and deny liability of any kind to Plaintiffs or to
members of the Class, TEPPCO, or any of its unitholders.  Defendants
have agreed to the Settlement and dismissal of the Actions on the merits and
with prejudice to (i) avoid further expense; (ii) dispose of potentially
burdensome, uncertain and protracted litigation; (iii) finally put to rest all
claims the Plaintiffs, the members of the 


    
      
        
          
             


          

          
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    Class,
TEPPCO and its unitholders may have arising out of the Actions; and (iv) permit
TEPPCO and its officers and directors to pursue its business without collateral
involvement in ongoing litigation.

    
      	
              V.  

            	
              APPLICATION FOR
      ATTORNEYS’ FEES AND
EXPENSES.

            


    

    Only
after the parties agreed in principle on the settlement terms and executed the
MOU did counsel for Plaintiffs and defendants engage in negotiations concerning
Plaintiffs’ application for attorneys’ fees and reimbursement of
expenses.  Such negotiations were conducted at arms’ length and
resulted in Plaintiffs’ agreement to limit their application and defendants’
agreement not to oppose such application, all as set forth in this Section
V.  Also set forth is a statement by Plaintiffs and their attorneys of
information they believe relevant to Plaintiffs’ application for an award of
attorneys’ fees and expenses and a special allowance for Derivative
Plaintiff.  This information is not provided by defendants or the
Court.

    Plaintiffs
believe that the Derivative Action, the Class Action, and the settlement provide
TEPPCO’s public unitholders very significant benefits including a substantial
increase in the Merger consideration of hundreds of millions of
dollars.  Further, as a result of the Merger Proposal, from April 29,
2009, when it was first announced, through the time of the settlement, TEPPCO’s
unit price increased substantially in both absolute and relative terms (as
compared to the Alerian MLP index) by more than a half billion dollars. 


      For
nearly three years, the Derivative Plaintiff and the three law firms that acted
as his counsel have devoted more than 10,000 hours to prosecute the Derivative
Action and Class Action, and spent or incurred more than $1,500,000 in expert
fees and litigation expenses.

      Plaintiffs and their counsel intend to petition the Court for an
award of reasonable fees not to exceed $17,500,000 (including $100,000 as a
special award for Derivative Plaintiff in connection with the Actions for his
services over and above the customary responsibilities of
a


    

    
      
        
          
             


          

          
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      derivative and class representative) and reimbursement of
reasonable expenses (paid or obligated to pay) not to exceed $1,500,000 (the
“Fee Application”).  Plaintiffs and their counsel will not seek fees
or expenses in excess of the Fee Application.  Defendants will not
oppose the Fee Application in the amounts stated above.

    

    The
parties agree that final resolution by the Court of the Fee Application shall
not be a precondition to the dismissal of the Actions in accordance with the
Stipulation, and the Stipulation provides that the Fee Application may be
considered separately from the proposed Settlement of the
Actions.  Fees and expenses awarded by the Court to Plaintiffs’
counsel or a special award to Derivative Plaintiff in the Actions shall be paid
by TEPPCO and/or any insurer for any of the Defendants within ten (10) business
days after the later of (1) fulfillment of all of the conditions to the
Settlement or (2) the date of the Court’s order approving the Fee
Application.  Defendants expect that Plaintiffs’ legal fees and
expenses, as awarded by the Court, will be reimbursed by defendants’
insurance.

    
      	
              VI.  

            	
              CLASS ACTION
      DETERMINATION.

            


    

    The Court
has ordered that, for purposes of the Settlement only, the Class Action shall be
temporarily maintained as a class action by the named Plaintiffs as Class
representatives and by their class counsel, pursuant to Court of Chancery Rules
23(a), 23(b)(1) and (b)(2), on behalf of the Class.

    
      
        	
                VII.  

              	
                INQUIRIES REGARDING
      THE SETTLEMENT.

              


      

    

    Inquiries
or comments about the Settlement may be directed to the attention of Class and
derivative counsel as follows:

    
      	
              Patrick
      J. O’Donnell, Esq.

              Bragar,
      Wexler, Eagel & Squire, P.C.

              885
      Third Avenue, Suite 3040

              New
      York, New York  10022

            	 
      


    

     

    
      
        
          
             


          

          
            19

            
              

            

          

          
             


          

        

      

       

    

    
      	
              VIII.  

            	
              SETTLEMENT
      HEARING.

            


    

    A Settlement Hearing has
been scheduled before the Court in its courtroom in the ___________Courthouse,
__________________, ______________, Delaware _______, on _____, 2009 at __:__
_.m., to:  (i) determine whether the Settlement should be approved by
the Court as fair, reasonable and adequate and in the best interests of the
Class, TEPPCO and its unitholders; (ii) determine whether judgment should be
entered pursuant to the Stipulation, inter
alia,
dismissing the Actions with prejudice and extinguishing and releasing all
Settled Claims (as defined in the Stipulation and below); (iii) determine
whether the Class should be certified and whether Plaintiffs and their counsel
have adequately represented the Class, TEPPCO and its unitholders; (iv) rule on
Plaintiffs’ Fee Application; and (v) rule on other such matters as the Court may
deem appropriate.

    The Court
has reserved the right to adjourn the Settlement Hearing or any adjournment
thereof, including the consideration of Plaintiffs’ Fee Application, without
further notice of any kind other than oral announcement at the Settlement
Hearing or any adjournment thereof.

    
      	
              IX.  

            	
              RIGHT TO APPEAR AND
      OBJECT.

            


    

    Any
unitholder of TEPPCO or member of the Class who objects to the:  (i)
Settlement, (ii) class action determination, (iii) adequacy of representation by
Plaintiffs and their counsel, (iv)
dismissal, (v) judgments to be entered with respect thereto, and/or (vi)
Plaintiffs’ Fee Application, or (vii) who otherwise wishes to be heard, may
appear in person or by his, her, or its attorney at the Settlement Hearing and
present evidence or argument that may be proper and relevant.  To do
so, you must no later than ten (10) calendar days prior to the Settlement
Hearing (unless the Court in its discretion shall thereafter otherwise direct,
upon application of such person and for good cause shown), file with the
Register in Chancery:  (i) a written notice of 

    
      
        
          
             


          

          
            20

            
              

            

          

          
             


          

        

      

    

     

    intention to appear, (ii) a
statement of your objections to any matters before the Court, (iii) the grounds
therefor or the reasons for your desire to appear and be heard, as well as
documents or writings you desire the Court to consider.  Also, on or
before the date of filing such papers, you must serve them upon the following
counsel of record:

    
      
        	
                Joseph
      A. Rosenthal, Esquire

                Rosenthal,
      Monhait & Goddess, P.A.

                919
      Market Street, Suite 1401

                P.O.
      Box 1070

                Wilmington,
      Delaware  19899

                 

              	 
      
	
                Gregory
      P. Williams, Esquire

                Richards,
      Layton & Finger, P.A.

                One
      Rodney Square

                920
      N. King Street

                Wilmington,
      Delaware  19801

                 

              	 
      
	
                A.
      Gilchrist  Sparks, III, Esquire

                Morris,
      Nichols, Arsht & Tunnell LLP

                1201
      North Market Street

                P.O.
      Box 1347

                Wilmington,
      Delaware  19899

                 

              	 
      
	
                Kurt
      M. Heyman, Esquire

                Proctor
      Heyman, LLP

                1116
      West Street

                Wilmington,
      Delaware 19801

                 

              	 
      
	
                Lawrence
      C. Ashby, Esquire

                Ashby
      & Geddes

                500
      Delaware Avenue, 8th
      Floor

                P.O.
      Box 1150

                Wilmington,
      Delaware  19899

                 

              	 
      
	
                Donald
      J. Wolfe, Jr., Esquire

                Potter
      Anderson & Corroon LLP

                1313
      North Market Street

                P.O.
      Box 951

                Wilmington,
      Delaware 19899

                 

              	 
      
	 
      	 
      


      

    

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    Any
unitholder of TEPPCO or Class member who does not object to the Settlement or
Plaintiffs’ Fee Application need not do anything.

    Unless
the Court otherwise directs, no person shall be entitled to object to the
approval of the Settlement, any judgment entered thereon, the class action
determination, the adequacy of the representation of the Class, TEPPCO and its
unitholders by Plaintiffs and their counsel, or any award of attorneys’ fees, or
otherwise to be heard, except by serving and filing a written objection and
supporting papers and documents as described above.

    The Court
will consider your papers even if you do not attend the Settlement
Hearing.  Any person who fails to object in the manner described above
shall be deemed to have waived the right to object (including any right of
appeal) and shall be forever barred from raising such objection in this or any
other action or proceeding.

    
      	
              X.  

            	
              ORDER AND FINAL
      JUDGMENT OF THE COURT.

            


    

    If the
Court determines that the Settlement is fair, reasonable, adequate, and in the
best interests of the Class, TEPPCO and its unitholders, the parties hereto will
jointly ask the Court to enter an Order and Final Judgment that will, among
other things:

    1. finally
certify the Class represented in the Class Action pursuant to Court of Chancery
Rules 23(a), 23(b)(1) and 23(b)(2);

    2. approve
the Settlement and adjudge the terms thereof to be fair, reasonable, adequate
and in the best interests of the Class, TEPPCO and its unitholders, pursuant to
Court of Chancery Rules 23(e) and 23.1;

    3. authorize
and direct performance of the Settlement in accordance with its terms and
conditions; and

    4. compromise,
settle, release, and dismiss with prejudice on the merits and release
defendants, and each of them, from the Settled Claims (defined
below).

    
      
        
          
             


          

          
            22

            
              

            

          

          
             


          

        

      

       

    

    
      	
              XI.  

            	
              RELEASE.

            


    

    The Stipulation provides
that, if the Court approves the Settlement, and in consideration of the benefits
provided by the Settlement, the Actions will be dismissed on the merits with
prejudice without costs except as provided in the Stipulation as to each
defendant, as against the Plaintiffs, all members of the Class, TEPPCO and its
unitholders, or any of them.  Under the terms of the Settlement, all
claims, demands, rights, actions or causes of action, rights, liabilities,
damages, losses, obligations, judgments, suits, matters and issues of any
kind or nature whatsoever, whether known or unknown, contingent or
absolute, suspected or unsuspected, disclosed or undisclosed, hidden or
concealed, matured or unmatured, that have been, could have been, or in the
future can or might be asserted in the Class Action or Derivative Action or in
any court, tribunal or proceeding (including, but not limited to, any claims
arising under federal or state law relating to alleged fraud, breach of any
duty, negligence, violations of the federal securities laws or otherwise) by or
on behalf of any member of the Class, TEPPCO or TEPPCO’s unitholders that owned
securities of TEPPCO continuously from the time the claims in the Derivative
Action arose through to the present, whether individual, class, derivative,
representative, legal, equitable or any other type or in any other capacity
against defendants (or any one of them) in the Actions or any of their families,
parent entities, general partners, associates, affiliates, or subsidiaries and
each and all of the respective past, present or future officers, directors,
unitholders, stockholders, partners, members, representatives, employees,
financial or investment advisors, consultants, accountants, attorneys,
investment bankers, commercial bankers, advisors or agents, heirs, executors,
trustees, general or limited partners or partnerships, personal representatives,
estates, administrators, predecessors, successors and assigns of the defendants
(or any one of them) in the Actions or any of their families, parent entities,
general partners, associates, affiliates or subsidiaries (collectively, the
“Released 

    
      
        
          
             


          

          
            23

            
              

            

          

          
             


          

        

      

    

    
      Persons”) which have
arisen, could have arisen, arise now or hereafter arise out of, or relate in any
manner to, the allegations, facts, events, transactions, acts, occurrences,
statements, representations, misrepresentations, omissions or any other matter,
thing or cause whatsoever, or any series thereof, embraced, involved, set forth
or otherwise related to, the Class Action or Derivative Action, or any
allegations in the complaints or amended complaints in the Actions, to the
Merger or the consideration or implementation of the Merger, or to any
proxy statement, any supplement thereto, or any disclosures contained therein
issued in connection with the Merger (provided that Plaintiffs are provided with
a draft of the proxy statement and the opportunity to comment on any proposed
disclosures) (the “Settled Claims”) are completely discharged, dismissed with
prejudice, settled and released, provided however, that Settled Claims shall not
include any claims to enforce the Settlement.  Further, any legal or
equitable claims or rights of recovery of any of the defendants against any
other of the defendants related to the Actions, whether arising under 10 Del. C.
§ 6301, et. seq., or otherwise, excepting only such claims for advancement
of and/or indemnification for attorneys’ fees and expenses as any individual
defendant may have are completely discharged, dismissed with prejudice, settled
and released.  Additionally, all Settled Claims held on or on behalf
of Plaintiffs and the Class are completely discharged and released against all
defendants’ insurers.

    

    The
Stipulation extends to the claims that the parties granting the release (the
“Releasing Parties”) do not know or suspect to exist at the time of the release,
which if known, might have affected the Releasing Parties’ decision to enter
into the release.  The Releasing Parties shall be deemed to
relinquish, to the extent applicable, and to the full extent permitted by law,
the provisions, rights and benefits of Section 1542 of the California Civil
Code.  The Releasing Parties shall be deemed to waive any and all
provisions, rights and benefits conferred by any law 

    
      
        24

        
          

        

      

      
        
        

      

      of any
state or territory of the United States, or principle of common law, which is
similar, comparable or equivalent to California Civil Code Section
1542.

    

    In
addition, while retaining their right to deny liability, the Actions are being
settled voluntarily by defendants after consultation with competent legal
counsel.

    
      	
              XII.  

            	
              NOTICE TO PERSONS OR ENTITIES HOLDING
      OWNERSHIP ON BEHALF OF
      OTHERS.

            


    

    Brokerage
firms, banks and/or other persons or entities who (i) held limited partnership
units of TEPPCO as of the date hereof or (ii) held limited partnership units of
TEPPCO during the period beginning on and including the close of business on
March 9, 2009 (the date of the initial Merger Proposal) through and including
the date of the closing of the Merger for the benefit of others are requested to
send promptly this Notice to all of their respective beneficial
owners.  If additional copies of the Notice are needed for forwarding
to such beneficial owners, any requests for such additional copies may be made
to TEPPCO’s transfer agent at the following address:

    
      	 	 BNY Mellon
      Shareowner Services
	 	 P.O. Box
      358015
	 	 Pittsburgh,
      Pennsylvania  15252-8015
	 	 (800)
      953-2496


    

     

    
      	
              XIII.  

            	
              SCOPE OF THIS
      NOTICE.

            


    

    This Notice is not
all-inclusive.  The references in this Notice to the pleadings in the
Actions, the Stipulation and other papers and proceedings are only summaries and
do not purport to be comprehensive.  For the full details of the
Actions, the claims which have been asserted by the parties and the terms and
conditions of the Settlement, including a complete copy of the Stipulation,
unitholders of TEPPCO and members of the Class are referred to the Court files
in the Actions.  You or your attorney may examine the Court files
during regular business hours on 

    
      
        25

        
          

        

      

      
        
        

      

      each
business day at the office of the Register in Chancery, New Castle County
Courthouse, 500 North King Street, Wilmington, Delaware 19801.  Do not
call the Court.

    

    
      	 	 	 
	 	 	                                                                             
      
	 Date:  __________________,
      2009	 	                
      Register in Chancery


    

    
       

      
        
          
             


          

          
            26

            
              

            

          

          
             


          

        

      

      


      


      


      


      


      EXHIBIT
D

      


      


      
        
          
            
               

            

             


          

          
             


            
              

            

          

          
             


          

        

      

      


      IN
THE COURT OF CHANCERY OF THE STATE OF DELAWARE

      


      
        	
                PETER
      BRINCKERHOFF, Individually and on Behalf of All Others Similarly Situated,
      and Derivatively on Behalf of Teppco Partners, LLP,

                 

                Plaintiff,

                 

                v.

                 

                TEXAS
      EASTERN PRODUCTS PIPELINE COMPANY, LLC; ENTERPRISE PRODUCTS PARTNERS,
      L.P.; ENTERPRISE PRODUCTS GP, LLC; EPCO, INC.; DAN L. DUNCAN; JERRY E.
      THOMPSON; W. RANDALL FOWLER; MICHAEL A. CREEL; RICHARD H. BACHMANN;
      RICHARD S. SNELL; MICHAEL B. BRACY; and MURRAY H. HUTCHISON,

                 

                Defendants,

                 

                and

                 

                TEPPCO
      PARTNERS, L.P.,

                 

                Nominal Defendant.

                 

                 

                 

                 

                 

                                                                                                                                                                                                    
      

              	
                )

                )

                )

                )

                )

                )

                )

                )

                )

                )

                )         C.A.
      No. 2427-VCL

                )

                )

                )

                )

                )

                )

                )

                )

                )

                )

                )

                )

                )

                )

              
	
                 

                
                  IN
      RE TEXAS EASTERN PRODUCTS PIPELINE COMPANY, LLC, MERGER
      LITIGATION

                

                 

              	
                 

                )

                )         C.A.
      No. 4548-VCL

                )

              


      

      


      ORDER AND FINAL
JUDGMENT


      The
Stipulation and Agreement of Compromise, Settlement and Release, dated August 5,
2009 (the “Stipulation”), of the above-captioned actions (the “Actions”), and
the settlement contemplated thereby (the “Settlement”) having been presented at
the Settlement Hearing on _______________, 2009, pursuant to the Scheduling
Order for Approval of Settlement of Class and Derivative Actions entered herein
on ____________, 2009 (the “Scheduling Order”), which Stipulation was joined and
consented to by all parties to the Actions and which (along with
the

      
        
          
             


          

          
            1

            
              

            

          

          
             


          

        

      

      defined terms therein) is
incorporated herein by reference; and the Court having determined that notice of
said hearing was given in accordance with the Scheduling Order and to TEPPCO’s
unitholders and members of the Class as temporarily
certified by the Court in the Scheduling Order and that said notice was adequate
and sufficient; and the parties having appeared by their attorneys of record;
and the attorneys for the respective parties having been heard in support of the
Settlement of the Actions, and an opportunity to be heard having been
given to all other persons desiring to be heard as provided in the
notice; and the entire matter of the Settlement having been considered by the
Court;

      IT IS
HEREBY ORDERED, ADJUDGED AND DECREED, this _____ day of ________________, 2009,
as follows:

      1.           The
Notice of Pendency of Class and Derivative Actions, Temporary and Proposed Class
Action Determination, Proposed Settlement of Class and Derivative Action,
Settlement Hearing and Right to Appear (the “Notice”) has been given to the
unitholders of TEPPCO and to the Class pursuant to and in the manner directed by
the Scheduling Order, proof of the mailing of the Notice was filed with the
Court by counsel for Defendants and full opportunity to be heard has been
offered to all parties, the Class, TEPPCO’s unitholders and persons in
interest.  The form and manner of the Notice is hereby determined to
have been the best notice practicable under the circumstances and to have been
given in full compliance with each of the requirements of Delaware Court of
Chancery Rules 23 and 23.1, and it is further determined that all parties to the
Actions, members of the Class, TEPPCO and its unitholders are bound by the Order
and Final Judgment herein.

      2.           With
regard to the Class Action (as defined in the Stipulation), pursuant to Court of
Chancery Rules 23(a), 23(b) (1), 23(b) (2):

      
        
          
             


          

          
            2

            
              

            

          

          
             


          

        

      

      a.           The
Court finds that (i) the Class, as defined below, is so numerous that joinder of
all members is impracticable; (ii) there are questions of law and fact common to
the Class; (iii) the claims of the plaintiffs are typical of the claims of the
Class; and (iv) the plaintiffs have fairly and adequately protected the
interests of the Class with respect to the Class Action and the claims asserted
therein;

      b.           The
Court finds that plaintiffs and their counsel have adequately represented
the interests of the Class, TEPPCO and its unitholders;

      c.           The
Court finds that the requirements of Court of Chancery Rules 23(b) (1) and (2)
have been satisfied;

      d.           The
Class Action is hereby certified as a class action on behalf of all record and
beneficial holders of limited partnership units of TEPPCO during the period
beginning on and including the close of business on March 9, 2009 (the date of
the initial Merger Proposal) through and including the date of the closing of
the Merger, including any and all of their respective successors in interest,
predecessors, representatives, trustees, executors, administrators, heirs,
assigns or transferees, immediate and remote, and any person or entity acting
for or on behalf of, or claiming under any of them, and each of them (the
“Class”); and

      e.           Peter
Brinckerhoff and Renee Horowitz are hereby certified as Class
representatives.  The law firms of Bragar, Wexler, Eagel & Squire,
P.C. and Rosenthal, Monhait & Goddess, P.A. are hereby appointed as plaintiffs’ counsel
(“Plaintiffs’ Counsel”) for the derivative and class claims.

      3.           The
Settlement, and all transactions preparatory or incident thereto, are found to
be fair, reasonable and adequate and in the best interests of the Class, TEPPCO
and its unitholders, and it is hereby approved pursuant to Court of Chancery
Rules 23 and 23.1.  The

      
        
          
             


          

          
            3

            
              

            

          

          
             


          

        
parties
to the Stipulation are hereby authorized and directed to comply with and to
consummate the Settlement in accordance with its terms and provisions, and the
Register in Chancery is directed to enter and docket this Order and Final
Judgment in the Actions.

      4.           This
Order and Final Judgment shall not constitute any evidence or admission by any
party herein that any acts of wrongdoing have been committed by any of the
parties to the Actions and should not be deemed to create any inference that
there is any liability therefor.

      5.           The
Actions are hereby dismissed with prejudice as to all defendants and against
plaintiffs, members of the Class, TEPPCO and its unitholders, or any of
them, on the merits without costs except as provided in the
Stipulation.  All claims, demands, rights, actions or causes of
action, rights, liabilities, damages, losses, obligations, judgments, suits,
matters and issues of any kind or nature whatsoever, whether known or unknown,
contingent or absolute, suspected or unsuspected, disclosed or undisclosed,
hidden or concealed, matured or unmatured, that have been, could have been, or
in the future can or might be asserted in the Class Action or Derivative Action
or in any court, tribunal or proceeding (including, but not limited to, any
claims arising under federal or state law relating to alleged fraud, breach of
any duty, negligence, violations of the federal securities laws or otherwise) by
or on behalf of any member of the Class (as defined below), TEPPCO or TEPPCO’s
unitholders that owned securities of TEPPCO continuously from the time the
claims in the Derivative Action arose through to the present, whether
individual, class, derivative, representative, legal, equitable or any other
type or in any other capacity against defendants (or any one of them) in the
Actions or any of their families, parent entities, general partners, associates,
affiliates, or subsidiaries and each and all of the respective past, present or
future officers, directors, unitholders, stockholders, partners, members,
representatives, employees, financial or investment advisors, consultants,
accountants, attorneys, investment bankers,

      
        
          
             


          

          
            4

            
              

            

          

          
             


          

        
commercial bankers,
advisors or agents, heirs, executors, trustees, general or limited partners or
partnerships, personal representatives, estates, administrators, predecessors,
successors and assigns of the defendants (or any one of them) in the Actions or
any of their families, parent entities, general partners, associates, affiliates
or subsidiaries (collectively, the “Released Persons”) which have arisen, could
have arisen, arise now or hereafter arise out of, or relate in any manner to the
allegations, facts, events, transactions, acts, occurrences, statements,
representations, misrepresentations, omissions or any other matter, thing
or cause whatsoever, or any series thereof, embraced, involved, set forth or
otherwise related to the Class Action or Derivative Action, or any allegations
in the complaints or amended complaints in the Actions, to the Merger or the
consideration or implementation of the Merger, or to any proxy statement, any
supplement thereto, or any disclosures contained therein issued in connection
with the Merger (the “Settled Claims”) are completely discharged, dismissed with
prejudice, settled and released, provided however, that Settled Claims shall not
include any claims to enforce the Settlement.  Further, any legal or
equitable claims or rights of recovery of any of the defendants against any
other of the defendants related to the Actions, whether arising under 10 Del. C. § 6301, et. seq.,
or otherwise, excepting only such claims for advancement of and/or
indemnification for attorneys’ fees and expenses as any individual defendants
may have are completely discharged, dismissed with prejudice, settled and
released.  Additionally, all Settled Claims held by or on behalf of
Plaintiffs and the class are completely discharged and released against all of
defendants’ insurers.

      6.           Plaintiffs’
Counsel are hereby awarded fees in the amount of _______ (including _______ as a
special award for Derivative Plaintiff in connection with the Actions) and
expenses in the amount of ________ in connection with the Actions, which fees
the Court finds to be fair and reasonable and which shall be paid to Plaintiffs’
Counsel in accordance with the terms of the 

      
        
          
            
               


            

            
              5

              
                

              

            

            
               


            

          

        

      

      
        Stipulation.  Fees
shall be allocated by Lead Counsel among Plaintiffs’ Counsel in accordance with
their contribution, in the judgment of Lead Counsel, to the result
achieved.



                                                                                           
______________________________________

                                                                                        
[Vice] Chancellor

      
        
          
             


          

          
            6