Summary of DUNCAN ENERGY PARTNERS L.P.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) EPCO, Inc. ("EPCO") formed EPE Unit L.P. ("EPE I"), EPE Unit II, L.P. ("EPE II") and EPE Unit III, L.P. ("EPE III" and together with EPE I and EPE II, the "Employee Partnerships") to serve as long-term incentive arrangements for certain employees of EPCO by providing "profit interests" in the underlying limited partnership units of Enterprise GP Holdings L.P. On July 1, 2008, each of the Employee Partnerships entered into a second amendment to agreement of limited partnership (each referred to herein as a "Second Amendment"). The Second Amendments for EPE I and EPE II provide for the reduction of the rate at which the Class A Limited Partner, Duncan Family Interests, Inc., earns a preferred return on its investment in EPE I and EPE II ("Class A Preference Return Rate"). The Class A Preference Return Rate in each of these two limited partnership agreements was reduced from 6.25% to a floating preference rate to be determined by EPCO, in its sole discretion, that will be between 4.50% and 5.725% per annum. The Second Amendment for EPE I and EPE II each further provides that the liquidation date for those partnerships be extended to November 9, 2012 and February 10, 2014, respectively. The Second Amendment for EPE III extends the liquidation date for that partnership to May 9, 2014.

Copies of the Second Amendment of EPE I, EPE II and EPE III are filed as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, to this Current Report on Form 8-K, and each is incorporated by reference into this Item 5.02.

Item 9.01. Financial Statements and Exhibits.

Exhibit No. Description

10.1        Second Amendment to Agreement of Limited Partnership of EPE Unit L.P.
            dated July 1, 2008 (incorporated by reference to Exhibit 10.1 to the
            Current Report on Form 8-K filed by Enterprise GP Holdings L.P. on July
            7, 2008).
10.2        Second Amendment to Agreement of Limited Partnership of EPE Unit II,
            L.P. dated July 1, 2008 (incorporated by reference to Exhibit 10.2 to
            the Current Report on Form 8-K filed by Enterprise GP Holdings L.P. on
            July 7, 2008).
10.3        Second Amendment to Agreement of Limited Partnership of EPE Unit III,
            L.P. dated July 1, 2008 (incorporated by reference to Exhibit 10.3 to
            the Current Report on Form 8-K filed by Enterprise GP Holdings L.P. on
            July 7, 2008).