Exhibit 99.2
AMENDED AND RESTATED
STATEMENT OF POLICIES RELATING TO
ENTERPRISE GP HOLDINGS, L.P.
This Amended and Restated Statement of Policies Related to Enterprise GP Holdings, L.P. (the
“Statement”) specifies the policies and procedures that have been adopted by Energy
Transfer Equity, L.P. (“ETE”) and Energy Transfer Partners, L.P. (“ETP”), as
authorized and approved by their respective general partners as of December 22, 2009, to address
potential conflicts among, and protect the confidential information of, ETE, ETP and their
subsidiaries (collectively, the “Energy Transfer Entities”), on the one hand, and
Enterprise GP Holdings L.P. and its affiliates (collectively, the “Enterprise Entities”),
on the other hand.
Corporate Governance
Independent Directors. Each of LE GP, LLC, in its capacity as the general partner of
ETE (“ETE GP”), or Energy Transfer Partners, L.L.C., in its capacity as the general partner
of Energy Transfer Partners GP, L.P., the general partner of ETP (“ETP GP”), will have at
least three Independent Directors on its board of directors.
Directors and Invited Guests to Board Meetings. No director or employee of ETE GP or
ETP GP will serve on the board of directors of EPE Holdings, LLC, the general partner of Enterprise
GP Holdings L.P., or any successor thereto (“EPE GP”), and no director, officer, employee
or other representative of any of the Enterprise Entities (each such person, an “Enterprise
Representative”) will serve on the board of directors of ETE GP or ETP GP; provided, however,
that ETE GP may appoint no more than two individuals who are Enterprise Representatives to serve on
the board of directors of ETE GP subject to (i) the restriction related to Commercially Sensitive
Information set forth in this Statement, (ii) such individual’s acknowledgement and agreement that,
in the event that any of the relevant antitrust authorities require any such individual to
terminate such individual’s position as a director of any of the Energy Transfer Entities or the
Enterprise Entities based on antitrust law, such individual will promptly resign from the board of
directors of the Energy Transfer Entities, and (iii) such person’s written acknowledgement of such
restriction in the form provided in Appendix A to this Statement. In addition, the participation
by any Enterprise Representative as an invited guest at any meeting of the board of directors of
ETE GP or of any other Energy Transfer Entity, will also be subject to (i) the restriction related
to Commercially Sensitive Information set forth in this Statement and (ii) such person’s written
acknowledgement of such restriction in the form provided in Appendix A to this Statement.
Separate Employees
None of the Energy Transfer Entities will employ any person who is, or was within the prior
six months, an employee of any of the Enterprise Entities without prior approval of the Chief
Executive Officer, Chief Financial Officer or General Counsel of ETP.
Transactions Between Enterprise Entities and Energy Transfer Entities
Any material transaction between any of the Enterprise Entities, on the one hand, and the
Energy Transfer Entities, on the other hand, will require the prior approval of the Conflicts
Committee of the Board of Directors of ETE GP if the transaction relates to ETE or the Conflicts
Committee of the Board of Directors of ETP GP if the transaction relates to ETP.
Screening of Commercially Sensitive Information
The Energy Transfer Entities will take reasonable precautions to ensure that the Energy
Transfer Entities do not provide information to any of the Enterprise Entities, or any of their
respective directors, officers, employees or representatives (including any such person who serves
as a member of the board of directors of any of the Energy Transfer Entities), that any of the
Screening Officers of the Energy Transfer Entities reasonably determine in good faith to be
Commercially Sensitive Information related to the Energy Transfer Entities.
Any director, officer, employee or representative of any of the Enterprise Entities who
attends a board meeting of any of the Energy Transfer Entities must take reasonable precautions not
to provide, at, in connection with, or arising out of such meeting or such attendance, Commercially
Sensitive Information relating to any of the Enterprise Entities to any of the Energy Transfer
Entities or its representatives, employees, officers or directors.
Definitions
For purposes of this statement, capitalized terms used but not defined above shall have the
following meanings:
“Commercially Sensitive Information” shall mean, with respect to any Person, information about
Commercial Development Activities or other competitively sensitive information of such Person
related to Potentially Overlapping Business including, without limitation, (i) information
regarding prices, costs, margins, volumes and contractual terms for any current or potential
customer, (ii) any method, tool or computer program used to determine prices for any asset or
service, (iii) all plans or strategies used or adopted to negotiate, target or identify a current
or potential customer or group of customers for any asset or service or to expand existing service
offerings or offer a new service, (iv) all information regarding plans and prospective budgets to
expand or build a new facility, (v) all information regarding a proposal to buy an existing
facility, and (vi) information related to the capacity and capacity utilization of any facility;
provided, however, that Commercially Sensitive Information related to a Person shall not include
any information that is otherwise in the public domain.
“Commercial Development Activities” shall mean information with respect to (i) proposed
changes to or transactions involving any Potentially Overlapping Business, (ii) any plans and
strategies dealing with Potentially Overlapping Business and (iii) any opportunities to construct
or acquire, directly or indirectly (including, without limitation, by means of joint venture or by
means of acquisition of assets, equity interest in an entity,
contractual rights to capacity or use, or otherwise), any interstate or intrastate natural gas
pipeline, interstate or intrastate natural gas liquids pipeline, natural gas gathering system,
natural gas treating, processing or fractionating facilities, natural gas storage facility, or any
other midstream natural gas assets or facilities; any wholesale or retail propane facility or
business; any other midstream or natural gas related assets, such as compression facilities,
shipping facilities or marketing assets.
“Independent Director” shall mean an individual director who meets the independence,
qualification and experience requirements established by the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Securities and Exchange Commission thereunder, and by
The New York Stock Exchange applied to such director as if he or she were a director of any of the
Enterprise Entities and either ETE GP (if such director is a director of ETE GP) or ETP GP (if such
director is a director of ETP GP).
“Person” means any corporation, partnership or other entity.
“Potentially Overlapping Business” shall mean such assets, business operations or strategies
of the Energy Transfer Entities as determined by ETE or ETP, from time to time, to be significantly
or potentially competitive with assets, business operations or strategies of the Enterprise
Entities.
“Screening Officer” shall mean any of the Chief Executive Officer, President, Chief Financial
Officer, General Counsel or Chief Compliance Officer of either ETE or ETP, or their respective
designees.
APPENDIX A
ACKNOWLEDGEMENT OF PROVISIONS RELATED TO SCREENING OF
COMMERCIALLY SENSITIVE INFORMATION
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I, , certify as to the following: |
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I acknowledge and accept the terms and conditions of the Amended and Restated
Statement of Policies Relating to Enterprise GP Holdings L.P., entered into by Energy
Transfer Equity, L.P., and Energy Transfer Partners, L.P., dated December 22, 2009 (hereinafter the “Statement”); |
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I understand that my access to Commercially Sensitive Information (as that
term is defined in the Statement) of any of the Energy Transfer Entities is governed
by, and subject to, the provisions relating to the “Screening of Commercially
Sensitive Information” set forth in the Statement; |
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I agree to be bound by the provisions relating to the “Screening of
Commercially Sensitive Information” set forth in the Statement; and |
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I agree not to provide to any of the directors, officers, employees or other
representatives of any of the Energy Transfer Entities (as defined in the Statement)
any Commercially Sensitive Information related to any of the Enterprise Entities. |
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