<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>7
<FILENAME>exe_061804.txt
<DESCRIPTION>EXHIBIT E
<TEXT>
                                                                       Exhibit E

                   TORTOISE ENERGY INFRASTRUCTURE CORPORATION

             TERMS AND CONDITIONS OF THE DIVIDEND REINVESTMENT PLAN

         Registered holders ("Common Shareholders") of common shares (the
"Common Shares") of Tortoise Energy Infrastructure Corporation (the "Company")
will automatically be enrolled (the "Participants") in its Dividend Reinvestment
Plan (the "Plan") and are advised as follows:

         1. THE PLAN AGENT. Computershare Investor Services, LLC (the "Agent")
will act as agent for each Participant. The Agent will open an account for each
Participant under the Plan in the same name in which his or her outstanding
Common Shares are registered.

         2. CASH OPTION. Pursuant to the Company's Plan, unless a holder of
Common Shares otherwise elects, all dividend and capital gains distributions
will be automatically reinvested by the Agent in additional Common Shares of the
Company. Common Shareholders who elect not to participate in the Plan will
receive all distributions in cash paid by check mailed directly to the
shareholder of record (or, if the shares are held in street or other nominee
name then to such nominee) by the Agent, as dividend paying agent. Such
participants may elect not to participate in the Plan and to receive all
distributions of dividends and capital gains in cash by sending written
instructions to the Agent, as dividend paying agent, at the address set forth
below. Please note that the Plan Agent may use an affiliated broker for trading
activity, relative to the Plan on behalf of Plan participants.

         3. MARKET PREMIUM ISSUANCES. If on the payment date for a Distribution,
the net asset value per Common Share is equal to or less than the market price
per Common Share plus estimated brokerage commissions, the Agent shall receive
newly issued Common Shares ("Additional Common Shares") from the Company for
each Participant's account. The number of Additional Common Shares to be
credited shall be determined by dividing the dollar amount of the Distribution
by the greater of (i) the net asset value per Common Share on the payment date,
or (ii) 95% of the market price per Common Share on the payment date.

         4. MARKET DISCOUNT PURCHASES. If the net asset value per Common Share
exceeds the market price plus estimated brokerage commissions on the payment
date for a Distribution, the Agent (or a broker-dealer selected by the Agent)
shall endeavor to apply the amount of such Distribution on each Participant's
Common Shares to purchase Common Shares on the open market. In the event of a
market discount on the payment date, the Agent will have until the last business
day before the next date on which the shares trade on an "ex-dividend" basis or
in no event more than 90 days after the dividend payment date (the "last
purchase date") to invest the dividend amount in shares acquired in open-market
purchases. It is contemplated that the Company will pay quarterly income
dividends. Therefore, the period during which open-market purchases can be made
will exist only from the payment date on the dividend through the date before
the next "ex-dividend" date. The weighted average price (including brokerage
commissions) of all Common Shares purchased by the Agent as Agent shall be the
price per Common Share allocable to each Participant. If, before the Agent has
completed its purchases, the market price plus estimated brokerage commissions
exceeds the net asset value of the Common Shares as of the payment date, the
purchase price paid by Agent may exceed the net asset value of the Common
Shares, resulting in the acquisition of fewer Common Shares than if

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such Distribution had been paid in Common Shares issued by the Company. Because
of the foregoing difficulty with respect to open-market purchases, the Plan
provides that if the Plan Agent is unable to invest the full dividend amount in
open-market purchases during the purchase period or if the market discount
shifts to a market premium during the purchase period, the Plan Agent may cease
making open-market purchases and may invest the uninvested portion of the
dividend amount in newly issued Common Shares at the net asset value per Common
Share at the close of business on the last purchase date. Participants should
note that they will not be able to instruct the Agent to purchase Common Shares
at a specific time or at a specific price. Open-market purchases may be made on
any securities exchange where Common Shares are traded, in the over-the-counter
market or in negotiated transactions, and may be on such terms as to price,
delivery and otherwise as the Agent shall determine. Each Participant's
uninvested funds held by the Agent will not bear interest. The Agent shall have
no liability in connection with any inability to purchase Common Shares within
the time provided, or with the timing of any purchases effected. The Agent shall
have no responsibility for the value of Common Shares acquired. The Agent may
commingle Participants' funds to be used for open-market purchases of Company
shares and the price per share allocable to each Participant in connection with
such purchases shall be the average price (including brokerage commissions and
other related costs) of all Company shares purchased by Agent.

         5. VALUATION. The market price of Common Shares on a particular date
shall be the last sales price on the securities exchange where the Common Shares
are listed on that date (the "Exchange"), or, if there is no sale on such
Exchange on that date, then the mean between the closing bid and asked
quotations on such Exchange on such date will be used. The net asset value per
Common Share on a particular date shall be the amount calculated on that date
(or if not calculated on such date, the amount most recently calculated) by or
on behalf of the Company in accordance with the then current Valuation
Procedures approved by the Board.

         6. TAXATION. The automatic reinvestment of Distributions does not
relieve Participants of any federal, state or local taxes which may be payable
(or required to be withheld on Distributions). Participants will receive tax
information annually for their personal records and to help them prepare their
federal income tax return. For further information as to tax consequences of
participation in the Plan, Participants should consult with their own tax
advisors.

         7. LIABILITY OF AGENT. The Agent shall at all times act in good faith
and agree to use its best efforts within reasonable limits to ensure the
accuracy of all services performed under this Agreement and to comply with
applicable law, but assumes no responsibility and shall not be liable for loss
or damage due to errors unless such error is caused by the Agent's negligence,
bad faith, or willful misconduct or that of its employees.

         8. RECORDKEEPING. The Agent may hold each Participant's Common Shares
acquired pursuant to the Plan together with the Common Shares of other Common
Shareholders of the Company acquired pursuant to the Plan in book entry form in
the Agent's name or that of the Agent's nominee. Each Participant will be sent a
statement by the Agent of each acquisition made for his or her account as soon
as practicable, but in no event later than 60 days, after the date thereof. Upon
a Participant's request, the Agent will deliver to the Participant, without
charge, a certificate or certificates for the full Common Shares. Although each
Participant may

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<PAGE>

from time to time have an undivided fractional interest in a Common Share of the
Company, no certificates for a fractional share will be issued. Similarly,
Participants may request to sell a portion of the Common Shares held by the
Agent in their Plan accounts by calling the Agent, writing to the Agent, or
completing and returning the transaction form attached to each Plan statement.
The Agent will sell such Common Shares through a broker-dealer selected by the
Agent within 5 business days of receipt of the request. The sale price will
equal the weighted average price of all Common Shares sold through the Plan on
the day of the sale, less fees. Participants should note that the Agent is
unable to accept instructions to sell on a specific date or at a specific price.
Any share dividends or split shares distributed by the Company on Common Shares
held by the Agent for Participants will be credited to their accounts. In the
event that the Company makes available to its Common Shareholders rights to
purchase additional Common Shares, the Common Shares held for each Participant
under the Plan will be added to other Common Shares held by the Participant in
calculating the number of rights to be issued to each Participant.

         9. PROXY MATERIALS. The Agent will forward to each Participant any
proxy solicitation material. The Agent will vote any Common Shares held for a
Participant first in accordance with the instructions set forth on proxies
returned by such Participant to the Company, and then with respect to any
proxies not returned by such Participant to the Company, in the same proportion
as the Agent votes the proxies returned by the Participants to the Company.

         10. FEES. The Agent's service fee for handling Distributions will be
paid by the Company. Each Participant will be charged his or her pro rata share
of brokerage commissions on all open-market purchases. If a Participant elects
to have the Agent sell part or all of his or her Common Shares and remit the
proceeds, such Participant will be charged a transaction fee of $15.00 plus
$0.10 per share.

         11. TERMINATION IN THE PLAN. Each registered Participant may terminate
his or her account under the Plan by notifying the Agent in writing at
Computershare Investors Services, LLC, P.O. Box 3309, Chicago, Illinois
60692-3309 or via fax at 312-601-4335. Such termination will be effective with
respect to a particular Distribution if the Participant's notice is received by
the Agent prior to such Distribution record date. The Plan may be terminated by
the Agent or the Company upon notice in writing mailed to each Participant at
least 60 days prior to the effective date of the termination. Upon any
termination, the Agent will cause a certificate or certificates to be issued for
the full shares held for each Participant under the Plan and cash adjustment for
any fraction of a Common Share at the then current market value of the Common
Shares to be delivered to him. If preferred, a Participant may request the sale
of all of the Common Shares held by the Agent in his or her Plan account in
order to terminate participation in the Plan. If any Participant elects in
advance of such termination to have Agent sell part or all of his shares, Agent
is authorized to deduct from the proceeds a $15.00 transaction fee plus a $0.10
fee per share for the transaction. If a Participant has terminated his or her
participation in the Plan but continues to have Common Shares registered in his
or her name, he or she may re-enroll in the Plan at any time by notifying the
Agent in writing at the address above.

         12. AMENDMENT OF THE PLAN. These terms and conditions may be amended by
the Agent or the Company at any time but, except when necessary or appropriate
to comply

                                       3

<PAGE>

with applicable law or the rules or policies of the Securities and Exchange
Commission or any other regulatory authority, only by mailing to each
Participant appropriate written notice at least 30 days prior to the effective
date thereof. The amendment shall be deemed to be accepted by each Participant
unless, prior to the effective date thereof, the Agent receives notice of the
termination of the Participant's account under the Plan. Any such amendment may
include an appointment by the Agent of a successor Agent, subject to the prior
written approval of the successor Agent by the Company.

         13. APPLICABLE LAW. These terms and conditions shall be governed by the
laws of the State of Delaware.





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</TEXT>
</DOCUMENT>
