Form of Restricted Unit Grant Under The Enterprise Products Co. 2005 Epe Ltip

EXHIBIT 10.29


Restricted Unit Grant

under the

Enterprise Products Company

2005 EPE Long-Term Incentive Plan

Date of Grant: , 200

Name of Grantee:

Number of Units Granted:

Restricted Unit Grant Number: 200 -

EPE Holdings LLC (the " General Partner" ) is pleased to inform you that you have been granted the number of Restricted Units set forth above under the Enterprise Products Company 2005 EPE Long-Term Incentive Plan (the " Plan" ). A Restricted Unit is a Unit of Enterprise GP Holdings L.P. (the " Partnership" ) that is subject to the forfeiture and non-transferability provisions set forth below in this Agreement (the " Restrictions" ). The terms of the grant are as follows:

1. The Restricted Units shall become fully vested, i.e., not restricted, on the earlier of (i) the fourth anniversary of the Date of Grant set forth above (the " Vesting Date" ) or (ii) a Qualifying Termination (as defined in Section 4 below). In the event you cease to be a Service Provider (as defined in Section 5 below) prior to the Vesting Date for any reason other than a Qualifying Termination, the Restricted Units shall automatically and immediately be forfeited and cancelled without payment on the date of such termination.


2. A certificate evidencing the Restricted Units shall be issued in your name, pursuant to which you shall have voting rights and shall be entitled to receive all distributions made by the Partnership on such Restricted Units free and clear of any Restrictions. The certificate shall bear the following legend:


The Units evidenced by this certificate have been issued pursuant to an agreement made as of , 200 , a copy of which is attached hereto and incorporated herein, between EPE Holdings LLC and the registered holder of the Units, and are subject to forfeiture to EPE Holdings LLC under ...