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Exhibit 4.1




DEP UNIT PURCHASE PLAN




          Enterprise Products Company, a Texas corporation (the “Company”), hereby establishes the DEP
Unit Purchase Plan (the “Plan”) effective as of February 11, 2010.




     1. Purpose. The purpose of the Plan is to promote the interests of the Company and
Duncan Energy Partners L.P., a Delaware limited partnership (the “Partnership”), by providing
employees of the Company and its Affiliates (as defined below) a cost-effective program to enable
them to acquire or increase their ownership of Units and to provide a means whereby such
individuals may develop a sense of proprietorship and personal involvement in the development and
financial success of the Partnership, and to encourage them to devote their best efforts to the
business of the Partnership, thereby advancing the interests of the Partnership and the Company.



     2. Definitions. As used in this Plan:




     “Account” means a separate bookkeeping account maintained by the Employer or Custodian
for a Participant.




     “Affiliate” means, with respect to any person, any other person that directly or
indirectly through one or more intermediaries controls, is controlled by or is under common
control with, the person in question. As used herein, the term “control” means the
possession, direct or indirect, of the power to direct or cause the direction of the
management and policies of a person, whether through ownership of voting securities, by
contract or otherwise.




     “Board” means the Board of Directors of the Company.




     “Committee” means a committee appointed by any Chairman, Group Chairman, Co-Chairman,
Group Co-Chairman, Vice Chairman or Group Vice Chairman of the Company to administer the
Plan.




     “Company Blackout Period” means all periods during a year other than each 60-day period
beginning on the second business day following a public announcement of the Partnership’s
financial results.




     “Custodian” means the person engaged by the Company to perform administrative services
for the Plan and to hold cash and Units, as provided in the services agreement with such
person.




     “DRIP” means the Duncan Energy Partners L.P. Distribution Reinvestment Plan (after such
plan is implemented).




     “Eligible Compensation” means, with respect to an Eligible Employee, the sum of the
following items of his/her compensation: salary, hourly wages, drivers’ regular pay,
overtime pay, call-out pay, vacation pay, bonuses, sick pay, funeral pay, jury duty pay,
holiday pay, and military or other leave of absence pay. No other items of compensation
shall be considered.



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     “Eligible Employee” means any Employee who is classified by an Employer as a regular,
active, full-time employee and whose regularly scheduled work week is at least 30 hours per
week, but excluding (i) any such Employee covered by a collective bargaining agreement
unless such bargaining agreement provides for his/her participation in the Plan, (ii) any
temporary, project or leased employee or any nonresident alien and (iii) any Employee who
owns interests or stock, as applicable, possessing 5 percent or more of the total combined
voting power or value of all classes of equity interests in either the Partnership, the
Company or any other Employer. If, while an Employee is an Eligible Employee, his/her
employment status changes to “Inactive” or to “Leave of Absence”, the Employee will continue
to be deemed an Eligible Employee until a subsequent change of employment status or
assignment category results in failure to meet the above eligibility criteria.




     “Employee” means any individual who is an employee of the Company or another Employer.




     “Employee Discount Amount” means an amount, paid by the Employers each Purchase Period,
equal to 10% of the quotient of (x) the total amount withheld from the Participants’
Eligible Compensation during such Purchase Period, divided by (y) 0.90.




     “Employer” means the Company and any Affiliate the Committee has designated as a
participating entity.




     “Fair Market Value” means, with respect to Units purchased from the Partnership, the
closing sales price of a Unit on the applicable purchase date (or if there is no trading in
the Units on such date, on the next preceding date on which there was trading) as reported
in The Wall Street Journal (or other reporting service approved by the Committee). In the
event Units are not publicly traded at the time a determination of Fair Market Value is
required to be made hereunder, the determination of Fair Market Value shall be made in good
faith by the Committee.




     “Participant” means an Eligible Employee or former Eligible Employee with an Account
under the Plan.




     “Plan Blackout Period” means a period established by the Committee during which a
Restricted Participant may not engage in certain transactions under the Plan.




     “Purchase Period” means, beginning February 11, 2010, a three-month period ending on
the last day of each January, April, July and October, or such other periods as the
Committee may establish.




     “Restricted Participant” means an Employee who has the title of vice president or above
with the Company or an Affiliate (regardless of where he/she is located) and each other
Employee who is a Houston corporate office employee.




     “Rule 16b-3” means Rule 16b-3 of the Securities and Exchange Commission (or any
successor rule to the same effect) as in effect from time to time.



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     “Units” mean a limited partnership interest in the Partnership represented by Common
Units as set forth in the Partnership Agreement.



     3. Units Available Under Plan. Subject to adjustment as provided in this Section 3, a
maximum of 500,000 Units may be delivered under the Plan. Units to be delivered under the Plan may
be Units acquired by the Custodian in the open market or directly from the Partnership, the
Employers or any other person, or any combination of the foregoing. In the event the Committee
determines that any distribution, recapitalization, split, reverse split, reorganization, merger,
consolidation, spin-off, combination, or exchange of Units or other securities of the Partnership,
issuance of warrants or other rights to purchase Units or other securities of the Partnership, or
other similar transaction or event affects the Units such that an adjustment in the maximum number
of Units and/or the kind and number of securities deliverable under the Plan is appropriate in
order to prevent dilution or enlargement of the benefits or potential benefits intended to be made
available under the Plan, then the Committee shall make appropriate adjustments to the maximum
number of Units and/or the kind and number of securities deliverable under the Plan. The
adjustments determined by the Committee shall be final, binding and conclusive.



     4. Employee Elections. An Eligible Employee may purchase Units under this Plan upon
the following terms and conditions:




     (a) An Eligible Employee may enroll in the Plan on or after the first day of the month
following the date on which he/she becomes an Eligible Employee, provided, however, that a person who becomes an Eligible Employee as the
result of a business acquisition may enroll in the Plan on or after the date such person becomes an Eligible Employee.
An Eligible Employee may elect to have his/her Employer withhold on an after-tax basis from his/her Eligible
Compensation for each pay date occurring during a Purchase Period a designated whole
percentage of his/her Eligible Compensation for such pay period ranging from 1% to 10% to be
used for the purchase of Units hereunder; provided, however, that if an Eligible Employee
has also elected to participate in the Enterprise Unit Purchase Plan (as such plan may be
amended, supplemented or succeeded from time to time by any similar unit purchase plan
available to employees of the Company), then the amount withheld from his/her Eligible
Compensation shall not exceed 15% in the aggregate for both the Enterprise Unit Purchase
Plan (as may be so amended, supplemented or succeeded) and this Plan, and the Eligible
Employee may not be enrolled nor increase his/her election until such election is adjusted
by the Eligible Employee to assure that such aggregate 15% limit is not exceeded. Subject to
Section 4(f), an Eligible Employee may cancel or change (within the above limitations)
his/her withholding election at any time. All Eligible Employee elections and any changes to
an election shall be in such form as the Committee or its delegate may establish from time
to time and, subject to Section 4(f), shall be effective as soon as administratively
feasible after its receipt.




     (b) Subject to Section 4(f), each withholding election made by an Eligible Employee
hereunder shall be an ongoing election until the earlier of the date changed by the
Eligible Employee, or the date the Eligible Employee ceases to be eligible to participate
in the Plan. Eligible Employees may only make contributions through payroll deductions.



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     (c) The Employer shall maintain or cause to be maintained for each electing Eligible
Employee a separate Account reflecting the aggregate amount of his/her Eligible
Compensation that has been withheld and the Employee Discount Amount that have not yet
been applied to the purchase of Units for such Eligible Employee. In addition, subject to
the further provisions of the Plan, such Account shall be credited with the Units
purchased for the Participant under the Plan, including any Units purchased on his/her
behalf pursuant to the DRIP, if applicable, by the Custodian with cash distributions on
Units held for the Participant by the Custodian. Amounts of Eligible Compensation withheld
by the Employer shall not be segregated from the general assets of the Employer and shall
not bear interest prior to being remitted to the Custodian. The Employer shall remit to
the Custodian within a reasonable time after the end of each Purchase Period (i) all
amounts of Eligible Compensation that have been withheld by the Employer and (ii) the
Employee Discount Amounts that have not previously been remitted to the Custodian. The
cash amounts remitted to the Custodian may, subject to the determination of the Committee,
be invested by the Custodian as soon as reasonably practical in a money market fund
approved by the Company until such amounts are used by the Custodian to purchase Units
pursuant to the Plan. The interest or dividends earned, if any, on amounts invested in
the money market fund shall be allocated by the Custodian to the Participants.




     (d) If a Participant’s contributions under the Plan stop during a Purchase Period due
to the Participant ceasing to be an Eligible Employee (including upon a termination of
employment or death), then all amounts of cash and Units held in his/her Account shall be
processed as described in Section 8(b).




     (e) If a Participant elects to stop his/her contributions under the Plan during a
Purchase Period and continues as an Eligible Employee, then all amounts of cash allocated
to his/her Account shall be applied to the purchase of Units on or following the end of
that Purchase Period, as provided herein, unless the Participant ceases to be an Eligible
Employee before the end of such Purchase Period, in which event Section 4(d) shall be
applied to such Participant.




     (f) Notwithstanding any provisions of the Plan to the contrary, Restricted
Participants shall be subject to the following restrictions:




     (i) no Units may be sold by or for the benefit of a Restricted Participant
during a Company Blackout Period or a Plan Blackout Period;




     (ii) a Restricted Participant may not join the Plan or increase his/her
contribution percentage during a Plan Blackout Period; however, a Restricted
Participant may join the DRIP during a Company Blackout Period or a Plan Blackout
Period; and




     (iii) if a Restricted Participant elects to withdraw from the Plan or decrease
his/her contribution percentage, the Restricted Participant must wait three months
before he/she can rejoin the Plan or increase his/her contribution percentage, as
the case may be.



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If the above three-month restricted period would expire with respect to a Restricted
Participant during a Plan Blackout Period, such restricted period shall automatically
continue with respect to such Restricted Participant until the end of that Plan Blackout
Period.



     5. Unit Purchases; DRIP Purchases; Purchase Price.




     (a) As soon as reasonably practical following the end of each Purchase Period that
begins on and after February 11, 2010, unless directed otherwise by the Company, the
Custodian shall purchase directly from the Partnership that number of Units that can be
acquired with the sum of (i) the total amount withheld from the Participants’ Eligible
Compensation during such Purchase Period, (ii) the Employee Discount Amount for such
Purchase Period and (iii) any interest or dividends that may be received by the Custodian
from a money market fund investment on the amounts remitted to the Custodian with respect to
that Purchase Period. The purchase price paid to the Partnership for such Units shall be
the Fair Market Value of the Units. If the Custodian is directed to purchase Units in the
open market, the price of the Units allocated to each affected Participant for a Purchase
Period shall be based on the weighted average of the purchase prices actually paid for the
Units acquired for such Purchase Period.




     (b) Cash distributions received by the Custodian with respect to Units it has purchased
and is holding for a Participant pursuant to the Plan on or prior to the record date for
such distributions shall be distributed to the Participant as soon as practicable unless the
Participant directs the Custodian, in the manner prescribed by the Custodian, to “reinvest”
such cash distribution in additional Units on behalf of such Participant pursuant to the
DRIP. The price at which such cash distributions shall be reinvested shall be the price
described in the DRIP.



     6. Unit Purchase Allocations. The Units acquired under the Plan for a Purchase Period
shall be allocated to Participants in proportion to (i) the sum of their contributions, the
allocable Employee Discount Amount, and any interest or dividends credited to their Account for
such Purchase Period, over (ii) the total of all such Plan amounts applied to the purchase of Units
for the Purchase Period.



     7. Plan Expenses. The Employer shall pay, other than from the Accounts, all brokerage
fees for the purchase, but not the sale, of Units and all other costs and expenses of administering
the Plan, including the fees of the Custodian. Any fees for the issuance and delivery of
certificates to a Participant (or beneficiary) shall be paid by the Participant (or beneficiary).
Participants shall be responsible for, and shall pay, any brokerage fees and other costs and
expenses incurred by the Custodian in connection with the sale of such Participant’s Units and the
expedited delivery of proceeds or other documents to such Participant.



     8. Sale or Delivery of Units to Participants. Except as provided below, Units
purchased under the Plan shall be held by the Custodian:




     (a) Subject to Section 4(f), a Participant who is an Employee may elect at any time
to have the Custodian (i) sell such Units and deliver the proceeds to the



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Participant, (ii) transfer the Units to a brokerage account, or (iii) transfer the
Units to a registered book-entry shareholder account with BNYMellon Shareowner Services
LLC, the Partnership’s transfer agent, all as soon as practical.




     (b) Subject to Section 4(f), if a Participant ceases to be an Eligible Employee, then
as soon as administratively feasible, all Units allocated to his/her Account shall
automatically be transferred to a registered book-entry shareholder account in his/her
name (or his/her beneficiary’s name) with BNYMellon Shareowner Services LLC unless the
Participant (or his/her beneficiary) elects, within the period provided by the Committee,
for such Units to be either (i) sold by the Custodian and the proceeds delivered to the
Participant (or his/her beneficiary) or (ii) transferred to a brokerage account. However,
in all events, fractional Units shall be sold and the proceeds, along with any other cash
in his/her account, shall be distributed to the Participant (or his/her beneficiary). If
a Purchase Date is imminent and it is not administratively feasible to distribute the cash
in the Account before such Purchase Date, then the cash shall be used to purchase Units,
and the Units shall subsequently be transferred or sold as described above.



     9. No Delivery of Fractional Units; Custodian. Notwithstanding any other provision
contained herein, the Employer or Custodian will not be required to deliver any fractional Units to
an Employee pursuant to this Plan, although an Employee’s Account may be credited with a fractional
Unit for record keeping purposes. The Company may enter into a service agreement with a Custodian
that provides for the Custodian to hold on behalf of the Participants the cash contributions, the
Units acquired under the Plan and distributions on such Units, provided such agreement permits a
Participant to direct the Custodian to either sell or transfer such Units to a brokerage account,
subject to the limitations in Section 4(f).



     10. Withholding of Taxes. To the extent that the Employer is required to withhold any
taxes in connection with an Eligible Employee’s contributions or the Employee Discount Amount, it
will be a condition to the receipt of such Units that the Eligible Employee make arrangements
satisfactory to the Employer for the payment of such taxes, which may include a reduction in, or a
withholding from, the Eligible Employee’s Account, total compensation or salary or reimbursement by
the Eligible Employee, as the case may be.



     11. Rule 16b-3 Compliance. It is intended that any purchases by an Employee subject to
Section 16 of the Securities and Exchange Act of 1934 meet all of the requirements of Rule 16b-3.
If any action or procedure under the Plan would otherwise not comply with Rule 16b-3, such action
or procedure shall be deemed modified from inception, to the extent the Committee deems
practicable, to conform to Rule 16b-3.



     12. Investment Representation. Unless the Units subject to purchase under the Plan
have been registered under the Securities Act of 1933, as amended (the “1933 Act”), and, in the
case of any Eligible Employee who may be deemed an affiliate (for securities law purposes) of the
Company or the Partnership, such Units have been registered under the 1933 Act for resale by such
Participant, or the Partnership has determined that an exemption from registration is available,
the Employer may require prior to and as a condition of the delivery of any Units that the person
purchasing such Units hereunder furnish the Employer with a written representation



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in a form prescribed by the Committee to the effect that such person is acquiring such Units
solely with a view to investment for his or her own account and not with a view to the resale or
distribution of all or any part thereof, and that such person will not dispose of any of such Units
otherwise than in accordance with the provisions of Rule 144 under the 1933 Act unless and until
either the Units are registered under the 1933 Act or the Employer is satisfied that an exemption
from such registration is available.




     13. Compliance with Securities Laws. Notwithstanding anything herein or in any other
agreement to the contrary, the Partnership shall not be obligated to sell or issue any Units to an
Employee under the Plan unless and until the Partnership is satisfied that such sale or issuance
complies with (i) all applicable requirements of the securities exchange on which the Units are
traded (or the governing body of the principal market in which such Units are traded, if such Units
are not then listed on an exchange), (ii) all applicable provisions of the 1933 Act, and (iii) all
other laws or regulations by which the Partnership is bound or to which the Partnership is subject.
The Company acknowledges that, as the holder of a majority of the member interest in the general
partner of the Partnership, it is an affiliate of the Partnership under securities laws and it
shall comply with such laws and obligations of the Partnership relating thereto as if they were
directly applicable to the Company.



     14. Administration of the Plan.




     (a) This Plan will be administered by the Committee. A majority of the Committee will
constitute a quorum, and the action of the members of the Committee present at any meeting
at which a quorum is present, or acts approved in writing by a majority of the Committee
members, will be the acts of the Committee.




     (b) Subject to the terms of the Plan and applicable law, the Committee shall have the
sole power, authority and discretion to: (i) determine which persons are Eligible Employees
who may participate; (ii) determine the number of Units to be purchased by a Participant;
(iii) determine the time and manner for purchasing Units; (iv) interpret, construe and
administer the Plan, including without limitation determining the Blackout Periods and which
Participants are Restricted Participants; (v) establish, amend, suspend, or waive such rules
and regulations and appoint such agents as it shall deem appropriate for the proper
administration of the Plan; (vi) make a determination as to the right of any person to
receive Units under the Plan; and (vii) make any other determinations and take any other
actions that the Committee deems necessary or desirable for the administration of the Plan.




     (c) The Committee may correct any defect, supply any omission, or reconcile any
inconsistency in the Plan in the manner and to the extent it shall deem desirable in the
establishment or administration of the Plan.




     (d) No member of the Committee shall be liable for any action, omission, determination
or interpretation made in good faith, and the Company and the Partnership shall, in addition
to any other rights of such persons, hold harmless such persons with respect to any such
action, omission, determination or interpretation.



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     15. Amendments, Termination, Etc.




     (a) This Plan may be amended from time to time by the Board, or any Chairman, Group
Chairman, Co-Chairman, Group Co-Chairman, Vice Chairman or Group Vice Chairman of the
Company, subject to unitholder approval to the extent required by applicable law or the
requirements of the principal exchange in which the Units are listed. In addition, the
Chief Executive Officer, the President or the Senior Vice President of Human Resources of
the Company may, subject to unitholder approval to the extent required by applicable law or
the requirements of the principal exchange in which the Units are listed, and after
consultation with the Company’s General Counsel, Chief Legal Officer or Deputy or Assistant
General Counsel with respect to such matters, make any amendments to the Plan that do not
(i) increase the number of authorized Units, (ii) increase the Employee Discount Amount or
(iii) otherwise materially increase the Company’s or the Partnership’s obligations under the
Plan; provided, the failure of any such authorized officer to make such consultation shall
not affect the validity of any such amendments to the Plan.




     (b) This Plan will not confer upon any Employee any right with respect to continuance
of employment or other service with the Company or any Affiliate, nor will it interfere in
any way with any right the Company or an Affiliate would otherwise have to terminate such
Employee’s employment or other service at any time.




     (c) This Plan may be suspended or terminated at any time by the Board, or any Chairman,
Group Chairman, Co-Chairman, Group Co-Chairman, Vice Chairman or Group Vice Chairman of the
Company. On termination of the Plan, all amounts then remaining credited to the Accounts for
Employees shall be returned to the affected Employees.




     (d) A Participant may not assign, pledge, encumber or hypothecate in any manner his/her
interest in the Plan, including his/her Account.



     16. Governing Law. The validity, construction and effect of the Plan and any rules and
regulations relating to the Plan shall be determined in accordance with applicable Federal law, and
to the extent not preempted thereby, with the laws of the State of Delaware.



     17. Term of the Plan; Unitholder Approval. The Plan shall continue until the earliest
of (i) all available Units under the Plan have been delivered to Participants, (ii) the termination
of the Plan by action of the Board, or any Chairman, Group Chairman, Co-Chairman, Group
Co-Chairman, Vice Chairman or Group Vice Chairman of the Company or (iii) the 10th anniversary of
the date of the initial approval of this Plan by the unitholders of the Partnership.



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