AGREEMENT AND RELEASE

This Agreement and Release (this “AGREEMENT”) is between William G. Manias (“EMPLOYEE”) and EPCO, Inc. (“COMPANY”).

Whereas, EMPLOYEE is employed by COMPANY.

Whereas, EMPLOYEE is resigning from COMPANY effective January 15, 2009.

Whereas, EMPLOYEE and COMPANY desire to resolve any and all disputes about EMPLOYEE’s employment with COMPANY.

Whereas, EMPLOYEE, during his employment had access to trade secrets and/or proprietary and confidential information belonging to COMPANY and COMPANY’s affiliates.

Whereas, EMPLOYEE and COMPANY desire to clarify EMPLOYEE’s obligations with respect to any trade secrets and/or proprietary and confidential information acquired during EMPLOYEE’s employment.

Whereas, EMPLOYEE and COMPANY desire to avoid the expense, delay and uncertainty attendant to any claims that may arise from EMPLOYEE’s employment with, and resignation from, COMPANY, as well as any claims that may arise from the disclosure of any trade secrets and/or proprietary and confidential information that EMPLOYEE acquired during his employment with COMPANY.

Whereas, EMPLOYEE desires to release any claims or causes of action EMPLOYEE may have arising from EMPLOYEE’s employment with, or his resignation from, COMPANY.

Now, therefore, for and in consideration of the mutual covenants and promises hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, EMPLOYEE and COMPANY hereby agree:

Section 1.             Severance and Other Payments. COMPANY, in exchange for the promises of EMPLOYEE contained below, agrees as follows:

A.        COMPANY agrees to pay EMPLOYEE the lump sum amount of one million three hundred thousand dollars and no cents ($1,300,000.00), less applicable legal standard deductions and less deductions or offsets for any and all loans and/or advances made by COMPANY or any COMPANY AFFILIATE to, or on behalf of, EMPLOYEE (which deductions or offsets EMPLOYEE hereby expressly agrees to and acknowledges), within seven (7) days after the expiration of the EMPLOYEE’s revocation option in Section 5(C) below; and

B.         EMPLOYEE may be eligible for up to eighteen (18) months of COBRA coverage following EMPLOYEE’s termination of employment.  If at the time of EMPLOYEE’s

termination of employment, EMPLOYEE is enrolled in COMPANY’s medical and dental plan coverages as an active employee and EMPLOYEE exercises health coverage continuation rights under COBRA following termination of employment, EMPLOYEE’s COBRA premium will equal zero ($0.00) and will be paid for in full by COMPANY until the earliest of: (i) the expiration of the first eighteen (18) full calendar months immediately following EMPLOYEE’s termination of employment; (ii) the date EMPLOYEE obtains subsequent employment and becomes eligible for medical and/or dental benefits coverages to employees of the new employer; or (iii) the expiration of your COBRA rights.  After the expiration of the foregoing applicable period, EMPLOYEE will be responsible for the full cost of any health and dental coverage.

           C.           EMPLOYEE acknowledges and agrees that payment of the foregoing amounts are, and shall be deemed to be, in full and complete satisfaction of any and all obligations, if any, of COMPANY and/or a COMPANY AFFILIATE to EMPLOYEE in respect of his employment with COMPANY and/or any of its affiliates or otherwise.  For purposes of this AGREEMENT, the term “COMPANY AFFILIATE” means and includes (i) EPCO Holdings, Inc., (ii) Enterprise Products GP, LLC, (iii) Enterprise Products OLPGP, Inc., (iv) Enterprise Products Partners L.P., (v) EPE Holdings LLC, (vi) Enterprise Products Operating LLC, (vii) DEP Holdings LLC, (viii) Duncan Energy Partners L.P., (ix) Texas Eastern Products Pipeline Company, LLC, (x) TEPPCO Partners L.P., (xi) the respective subsidiaries or affiliates of any of the foregoing entities, (xii) any other entity (A) which is controlled, directly or indirectly, individually, collectively or in any combination, by COMPANY or any of the foregoing entities or (B) in which any of COMPANY or any of the foregoing entities has a direct or indirect ownership interest, (xiii) any other entity (a) which is controlled, directly or indirectly, by Dan L. Duncan, his spouse, his descendants or any trusts for any of their respective benefit, individually, collectively or in any combination, or (b) in which any of them has a direct or indirect ownership interest and (xiv) any predecessors, subsidiaries, related entities, officers, directors, shareholders, parent companies, agents, attorneys, employees, successors, or assigns of any of the foregoing.

Section 2.         Prior Rights and Obligations. Except as otherwise provided for in this AGREEMENT, this AGREEMENT extinguishes all rights, if any, which EMPLOYEE may have, contractual or otherwise, relating to his employment with, or resignation from, COMPANY.

Section 3.        Resignation. EMPLOYEE hereby resigns (i) from employment with COMPANY and/or any  COMPANY AFFILIATE and (ii) as an officer and/or director and/or any other similar position of COMPANY and/or any COMPANY AFFILIATE.  EMPLOYEE agrees that the effective date of such resignation is January 15, 2009.      

           A.           Release and Waiver:  EMPLOYEE hereby agrees to release COMPANY and all COMPANY AFFILIATEs from all claims or demands EMPLOYEE has, may have, or may have had based on or in any way related to EMPLOYEE’s employment with COMPANY or any COMPANY AFFILIATE, the resignation or termination of that employment, or based on any

previous act or omission by or on behalf of COMPANY or any COMPANY AFFILIATE.  EMPLOYEE further agrees to waive any right EMPLOYEE may have with respect to the claims or demands from which COMPANY or any COMPANY AFFILIATE is herewith released.  This release and waiver includes any rights or claims EMPLOYEE may have under, but not limited to, the Age Discrimination in Employment Act, which prohibits age discrimination in employment; Title VII of the Civil Rights Acts of 1964, as amended, which prohibits discrimination in employment based on race, color, national origin, religion or sex (including claims of sexual harassment); 42 U.S.C. §1981, which prohibits race discrimination; claims under the Family and Medical Leave Act; the federal and Texas Equal Pay Acts, which prohibit paying men and women unequal pay for equal work; the Rehabilitation Act of 1973 and the Americans with Disabilities Act, which prohibit discrimination on the basis of handicap or disability; the Employee Retirement Income Security Act; claims for discrimination under the Texas Commission on Human Rights Act as codified in the Texas Labor Code; claims for discrimination or retaliation under the Texas Workers’ Compensation Act; or any other federal, state or local laws or regulations prohibiting employment discrimination, retaliation or harassment.  This release and waiver also includes any claims for wrongful discharge, whether based on claimed violations of statutes, regulations or public policy, or based on claims in contract or tort.  This release and waiver also includes any claims that EMPLOYEE suffered any harm by or through the actions or omissions of COMPANY or any COMPANY AFFILIATE, including, but not limited to, negligence claims and any other tort or contract claims.

           B.           Scope of Release/Non-release of Future Claims based on subsequent acts or omissions: The release and waiver, to which EMPLOYEE voluntarily agrees, covers all claims or demands based on any facts or events, whether known or unknown by EMPLOYEE, that occurred on or before January 15, 2009. EMPLOYEE fully understands that if any of the facts or circumstances on which EMPLOYEE premises EMPLOYEE’s execution of this release and waiver be found, suspected or claimed hereafter to be other than or different from the facts and circumstances now believed by EMPLOYEE to be true, EMPLOYEE nonetheless expressly accepts and assumes the risk of such possible differences in fact or circumstances and agrees that this release and waiver shall be and remain effective notwithstanding any such difference in any such fact or circumstances.  COMPANY acknowledges that EMPLOYEE has not released any rights or claims that EMPLOYEE may have under the Age Discrimination in Employment Act that arise after the date this release and waiver is executed.

           C.           No Future Lawsuits