Enterprise Products Partners, Enterprise GP Holdings
Announce Merger

Enterprise Products Partner, L.P. (EPD) and Enterprise GP Holdings, L.P. (EPE) announced on September 7 that they had reached a definitive merger agreement under which EPE will become a wholly-owned subsidiary of EPD through a unit-for-unit exchange. As a result, EPE's 2% economic general partner interest, its incentive distribution rights, and approximately 21.6 million units in EPD would all be cancelled. EPE unitholders will receive 1.5 common units in EPD for each EPE common unit, a premium of about 16 percent based on closing prices on September 3.The combined company will continue to be held by affiliates of Enterprise Products Company (EPCO).

The merger is expected to simplify Enterprise's organizational structure, reduce the general and administrative costs associated with maintaining a second publicly traded company, and reduce EPD's cost of capital, enhanding its ability to pursue growth opportunities. EPE unitholders, in addition to receiving a premium for their units, are expected to realize a 54% increase in their case distributions. Because an affiliate of EPCO has agreed to waive distributions it would otherwise receive on certain EPD units for the first five years after the closing of the merger, the transaction will only be nominally dilutive to EPD's distributable cash flow per common unit in the first year. Additionally, due to the distribution waiver, the transaction is expected to be break-even or accretive to distributable cash flow per common unit during the fourth and fifth years.

Completion of the merger is expected to occur during the fourth quarter of 2010. The merger agreement may be terminated by either party if the merger has not closed on or prior to December 31, 2010

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