1324592--2/29/2008--Enterprise_GP_Holdings

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In the future, we may not have sufficient cash to pay distributions at our current distribution level or to increase distributions. Restrictions in our credit facility could limit our ability to make distributions to our unitholders. Our unitholders do not elect our general partner or vote on our general partner s officers or directors. Affiliates of our general partner currently own a sufficient number of Units to block any attempt to remove EPE Holdings as our general partner. We may issue an unlimited number of limited partner interests without the consent of our unitholders, which will dilute your ownership interest in us and may increase the risk that we will not have sufficient available cash to maintain or increase our per Unit distribution level. The market price of our Units could be adversely affected by sales of substantial amounts of our units in the public markets, including sales by our existing unitholders. Risks arising in connection with the execution of our business strategy may adversely affect our ability to make or increase distributions and/or the market price of our Units. The control of our general partner may be transferred to a third party without unitholder consent. Substantially all of our Units that are owned by EPCO and its affiliates and substantially all of the common units of Enterprise Products Partners and TEPPCO that are owned by EPCO and its affiliates are pledged as security under the credit facility of an affiliate of EPCO. Upon an event of default under this credit facility, a change in ownership or control of us, Enterprise Products Partners or TEPPCO could result. All of our assets are pledged under our credit facility. Our general partner has a limited call right that may require you to sell your Units at an undesirable time or price. We depend on the leadership and involvement of Dan L. Duncan and other key personnel for the success of our businesses. An increase in interest rates may cause the market price of our Units to decline. The MLP Entities may issue additional common units, which may increase the risk that the MLP Entities will not have sufficient available cash to maintain or increase their per unit distribution level. Unitholders liability as a limited partner may not be limited, and our unitholders may have to repay distributions or make additional contributions to us under certain circumstances. We may have to take actions that are disruptive to our business strategy to avoid registration under the Investment Company Act of 1940. Our partnership agreement restricts the rights of unitholders owning 20% or more of our Units. Risks Relating to Conflicts of Interest Conflicts of interest exist and may arise among us, Enterprise Products Partners, TEPPCO and our respective general partners and affiliates and entities affiliated with any general partner interests that we may acquire in the future. If we are presented with certain business opportunities, Enterprise Products Partners (for itself or Duncan Energy Partners) will have the first right to pursue such opportunities. Our general partner s affiliates may compete with us. Potential conflicts of interest may arise among our general partner, its affiliates and us. Our general partner and its affiliates have limited fiduciary duties to us and our unitholders, which may permit them to favor their own interests to the detriment of us and our unitholders. Our partnership agreement limits our general partner s fiduciary duties to us and our unitholders and restricts the remedies available to our unitholders for actions taken by our general partner that might otherwise constitute breaches of fiduciary duty. Each of the Controlled GP Entities controls its respective Controlled Entity and may influence cash distributed to us. EPCO s employees may be subjected to conflicts in managing our business and the allocation of time and compensation costs between our business and the business of EPCO and its other affiliates. Risks Relating to the MLP Entities Business The interruption of distributions to the MLP Entities from their respective subsidiaries and joint ventures may affect their ability to satisfy their obligations and to make distributions to their partners. Changes in demand for and production of hydrocarbon products may materially adversely affect the MLP Entities results of operations, cash flows and financial condition. A decline in the volume of natural gas, NGLs and crude oil delivered to the MLP Entities facilities could adversely affect its results of operations, cash flows and financial condition. Acquisitions that appear to be accretive may nevertheless reduce the MLP Entities cash from operations on a per unit basis. The MLP Entities may not be able to fully execute their growth strategies if they encounter illiquid capital markets or increased competition for investment opportunities. The MLP Entities face competition from third parties in their midstream businesses. Increases in interest rates could materially adversely affect the MLP Entities business, results of operations, cash flows and financial condition. The MLP Entities future debt level may limit their flexibility to obtain additional financing and pursue other business opportunities. The use of derivative financial instruments could result in material financial losses by each of the MLP Entities. The MLP Entities construction of new assets is subject to regulatory, environmental, political, legal and economic risks, which may result in delays, increased costs or decreased cash flows. The MLP Entities growth strategy may adversely affect its results of operations if it does not successfully integrate the businesses that it acquires or if it substantially increases its indebtedness and contingent liabilities to make acquisitions. A natural disaster, catastrophe or other event could result in severe personal injury, property damage and environmental damage, which could curtail the MLP Entities operations and otherwise materially adversely affect cash flow and, accordingly, affect the market price of their common units. Federal or state regulation could materially adversely affect the MLP Entities business, results of operations, cash flows and financial condition. The MLP Entities pipeline integrity programs may impose significant costs and liabilities on them. Environmental costs and liabilities and changing environmental regulation could materially affect the MLP Entities results of operations, cash flows and financial condition. The MLP Entities are subject to strict regulations at many of their facilities regarding employee safety, and failure to comply with these regulations could adversely affect their ability to make distributions to us and the Controlled GP Entities. An impairment of goodwill and intangible assets could reduce the MLP Entities net income. The MLP Entities may be unable to cause their joint ventures to take or not to take certain actions unless some or all of the joint venture participants agree. Terrorist attacks aimed at any of the MLP Entities facilities could adversely affect their business, results of operations, cash flows and financial condition. Risks Relating to Energy Transfer Equity and ETP A reduction in ETP s distributions will disproportionately affect the amount of cash distributions to which Energy Transfer Equity and we are entitled. ETP is under investigation by the FERC and CFTC relating to certain trading and transportation activities, and is a party to certain other commodity-based litigation. Tax Risks to Our Unitholders Our tax treatment depends on our status as a partnership for federal income tax purposes, as well as our not being subject to a material amount of entity-level taxation by individual states. If the IRS were to treat us as a corporation or if we were to become subject to a material amount of entity-level taxation for state tax purposes, then our cash available for distribution to our unitholders would be substantially reduced. The tax treatment of publicly traded partnerships or an investment in our Units could be subject to potential legislative, judicial or administrative changes and differing interpretations, possibly on a retroactive basis. If the IRS contests the federal income tax positions we take, the market for our Units may be adversely impacted, and the costs of any contest will be borne by our unitholders and EPE Holdings. A successful IRS contest of the federal income tax positions taken by any of the MLP Entities may adversely impact the market for its common units, and the costs of any contest will be borne by such MLP Entity, and therefore indirectly by us and the other unitholders of the MLP Entities. Even if our unitholders do not receive any cash distributions from us, they will be required to pay taxes on their share of our taxable income. Tax gain or loss on the disposition of our Units could be different than expected. Tax-exempt entities and non-U.S. persons face unique tax issues from owning Units that may result in adverse tax consequences to them. We will treat each purchaser of our Units as having the same tax benefits without regard to the Units purchased. The IRS may challenge this treatment, which could adversely affect the value of our Units. We prorate our items of income, gain, loss and deduction between transferors and transferees of the Units each month based upon the ownership of the units on the first day of each month, instead of on the basis of the date a particular Unit is transferred. The publicly traded partnerships in which we own interests have adopted certain methodologies that may result in a shift of income, gain, loss and deduction between the general partner and the unitholders of these publicly traded partnerships. The Internal Revenue Service may challenge this treatment, which could adversely affect the value of the units of a publicly traded partnership in which we own interests and our Units.

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1324592--2/29/2008--Enterprise_GP_Holdings_L.P.