-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GZuHTu6n2xDxsxoDCOVR/N1rf1TF/tMFO0JEigkrKX1NJqltjRDgSgWQWiCACpN5 OdR7bHeU02P/E67ruK1nug== 0001324592-08-000144.txt : 20081117 0001324592-08-000144.hdr.sgml : 20081117 20081117100745 ACCESSION NUMBER: 0001324592-08-000144 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081113 FILED AS OF DATE: 20081117 DATE AS OF CHANGE: 20081117 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ENTERPRISE PRODUCTS PARTNERS L P CENTRAL INDEX KEY: 0001061219 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 760568219 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1100 LOUISIANA 10TH FLOOR CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7133816500 MAIL ADDRESS: STREET 1: 1100 LOUISIANA 10TH FLOOR CITY: HOUSTON STATE: TX ZIP: 77002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CUNNINGHAM RALPH S CENTRAL INDEX KEY: 0001182276 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14323 FILM NUMBER: 081194227 BUSINESS ADDRESS: STREET 1: C/O TETRATEC STREET 2: 25025 I-495 NORTH CITY: THE WOODLANDS STATE: TX ZIP: 77380 BUSINESS PHONE: 2813642210 4 1 edgar.xml PRIMARY DOCUMENT X0303 4 2008-11-13 0001061219 ENTERPRISE PRODUCTS PARTNERS L P EPD 0001182276 CUNNINGHAM RALPH S 1100 LOUISIANA STREET; SUITE 1000 HOUSTON TX 77002 1 0 0 0 Common Units Representing Limited Partnership Interests 70739 D Class B Limited Partnership Interest in EPCO Unit L.P. 2008-11-13 4 J 0 0 0 A Units 0 D Includes common units granted to the Reporting Person that have restricted vesting dates and are subject to forfeiture. The reporting person is an owner of Class B limited partner interest in EPCO Unit L.P. ("EPCO Unit"). EPCO Unit owns directly 779,102 units of Enterprise Products Partners L.P. ("EPD"). EPCO Unit is a Delaware limited partnership established for the benefit of certain EPCO, Inc. ("EPCO") employees who are its Class B limited partners. DFI Delaware Holdings L.P. (the "Class A Partner") is the sole Class A limited partner and EPCO is the general partner of EPCO Unit. The reporting person acquired these Class B limited partner interests in EPCO Unit from a grant of such interests by EPCO, in its capacity as general partner of EPCO Unit. The Class B limited partner interest owned by the reporting person represents an initial 20% Class B limited partner interest in EPCO Unit, in accordance with the Agreement of Limited Partnership of EPCO Unit. On November 13, 2013, EPCO Unit will be liquidated and will distribute to the Class B Limited Partners units of EPD with an aggregate market value equal to (i) the aggregate market value of all EPD units held by EPCO Unit prior to liquidation (the "Liquidation Units"), minus (ii) (A) any debts or obligations of EPCO Unit, (B) all capital contributions to EPCO Unit by the Class A Partner, and (C) any accrued but unpaid preference return on such contributions. The remaining Liquidation Units will be distributed to the Class A Partner. The Class B limited partner interest is subject to forfeiture. The power of attorney under which this form was signed is attached as Exhibit 24. William L. Soula, Attorney-in-Fact on behalf of Ralph S. Cunningham 2008-11-17 EX-24 2 attach_1.htm EPD POA CUNNINGHAM
                              POWER OF ATTORNEY





       KNOW ALL PERSONS BY THIS DOCUMENT:  That I, Ralph S. Cunningham, have made, constituted, and appointed, and by this document do make, constitute, and appoint Richard H. Bachmann, Stephanie C. Hildebrandt, Philip C. Neisel, William L. Soula, and Vickie L. Graham, of the County of Harris, State of Texas, whose signatures are:



______ /s/ Richard H. Bachmann ______

Richard H. Bachmann, Attorney-in-Fact



______ /s/ Stephanie C. Hildebrandt ______

Stephanie C. Hildebrandt, Attorney-in-Fact



______ /s/ Philip C. Neisel ______

Philip C. Neisel, Attorney-in-Fact



______ /s/ William L. Soula ______

William L. Soula, Attorney-in-Fact



______ /s/ Vickie L. Graham ______

Vickie L. Graham, Attorney-in-Fact



or any of them, signing singly, my true and lawful attorney-in-fact, and in my name, place, and stead to:



1.  Execute, deliver and file on behalf of the undersigned, in the undersigned's capacity as a director of Enterprise Products GP, LLC, the sole general partner of Enterprise Products Partners L.P. ("EPD"), any U.S. Securities and Exchange Commission Form 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder with respect to holdings of or trading in securities issued by EPD;



2.  Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and timely file such form or any amendment thereto with the United States Securities and Exchange Commission and any stock exchange or similar authority;  and



3.  Take any other action of any type whatsoever in connection with or in furtherance of the matters described in paragraphs 1 and 2 above which in the opinion of its attorney-in-fact may be of benefit  to, and in the best interest of, or legally required by, the undersigned.



       Giving and granting to each such attorney-in-fact full power and authority to do and perform every act necessary and proper to be done in the exercise of the foregoing powers as fully as I might or could do if personally present, with full power of substitution and revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that each attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is EPD or the general partner of EPD assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.



       This Power of Attorney shall remain in effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by EPD, unless revoked by the undersigned in a signed writing delivered to each of the foregoing attorneys-in-fact.



       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of   this _ 21st _ day of _ July _ 2008.





______ /s/ Ralph S. Cunningham ______

RALPH S. CUNNINGHAM

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