4.             Automatic Replacement of Phantom Units  with an EPCO Award.  Notwithstanding anything in this Notice to the contrary, effective upon a consolidation, merger or combination of the businesses of Enterprise Product Partners, L.P. and TEPPCO Partners, L.P., (a “Business Combination”), as determined by EPCO, in its discretion, prior to the end of the Performance Period, your Award under this Notice automatically shall terminate in full without payment.  Upon such Business Combination, you will be granted either Restricted Units or Phantom Units (as determined by EPCO in its discretion) under an EPCO, Inc. long term incentive plan (the “EPCO Grant”).  The EPCO Grant will be equal to the number of Phantom Units granted to you under this Notice, multiplied by the quotient of (i) the closing sales price of a TEPPCO Common Unit on the effective date of the Business Combination divided by (ii) the closing sales price of an Enterprise Products Common Unit on that date.  The EPCO Grant will provide full vesting at the end of its four-year vesting period provided you are an employee of EPCO or its affiliates on that date.  It will also provide for earlier vesting upon certain qualifiying terminations of employment prior to the end of the vesting period consistent with the form of grant agreement adopted by EPCO in general with respect to such EPCO long-term incentive plan.  The four-year vesting period for the EPCO Grant will begin on the date you received your 2005 Award under this Notice.