EPE Unit Appreciation Right Grant (EPE Holdings LLC Directors)

EPE Unit Appreciation Right Grant (EPE Holdings LLC Directors)

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Exhibit 10.2

(EPE Holdings LLC Directors)

EPE Holdings LLC (the “General Partner”) is pleased to inform you that you have been granted, under the Enterprise Products Company 2005 EPE Long-Term Incentive Plan, as the same may from time to time hereafter be amended, supplemented or modified (the “Plan”), EPE Unit Appreciation Rights (“UARs”) as set forth above. The terms of the Award are as follows:

1. Vesting. The UARs shall become automatically payable on the earlier of (the “Vesting Date”), if you have been a director of the General Partner or an Affiliate of the General Partner continuously during the period beginning on the Date of Grant and ending on the Vesting Date (the “Qualifying Period”), (i) the date which is the fifth anniversary of the Date of Grant or (ii) the date on which you have had a Qualifying Event. A “Qualifying Event” means your status as a director of EPE Holdings LLC, Enterprise Products GP, LLC and/or an Affiliate of the General Partner (collectively, the “Affiliated Group”) is terminated due to (A) your death or (B) your removal as, or not being re-elected or re-appointed as, a director of one or more entity member(s) of the Affiliated Group by the member(s), shareholder(s) or Board of Directors, as appropriate, of such entity or entities, as applicable, which removal or failure to re-elect or re-appoint shall not have been as a result of, caused by, or related to, your resignation, or your unwillingness to serve, for whatever reason, as a director of such entity or entities. If, on any date during the Qualifying Period, you are not a director of the General Partner or an Affiliate, the UARs shall automatically and immediately be forfeited and cancelled without payment on such date.

2. No Right to Continue as a Director. Nothing in this Award or in the Plan shall confer any right on you to continue as a director of the General Partner and/or one or more of its Affiliates or restrict the member(s), shareholder(s) or the Board of Directors, as appropriate, of the applicable entity member(s) of the Affiliated Group from removing you, or not re-electing or re-appointing you, as a director of such entity.

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

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

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

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

Grant No.:

EPEUAR-____

Date of Grant:

____________________, 20__

Name of Grantee:

__________________________

Xxxxx Xxxxx per Unit:

$ _________________________

Number of UARs Granted: