Specimen certificate representing units



 EXHIBIT 4.1 
  


					
	 NUMBER
	  	 FORM OF SPECIMEN CERTIFICATE EVIDENCING UNITS
 REPRESENTING LIMITED PARTNER INTERESTS IN
	  	        UNITS
		
	 THIS CERTIFICATE IS TRANSFERABLE IN
 NEW YORK, N.Y. AND RIDGEFIELD PARK, N.J.
	  	CUSIP 293716 10 6 SEE REVERSE FOR CERTAIN DEFINITIONS

  
 ENTERPRISE GP
HOLDINGS L.P. 
 A LIMITED PARTNERSHIP FORMED UNDER THE LAWS OF DELAWARE 
  
 In accordance with Section 4.1 of the First Amended and Restated Agreement of Limited Partnership of Enterprise GP Holdings
L.P., as amended, supplemented or restated from time to time (the “Partnership Agreement”), Enterprise GP Holdings L.P., a Delaware limited partnership (the “Partnership”), 
  
 hereby certifies that 
  

			
		
	 (the “Holder”) is the registered owner of
	 	Units        

  
 representing limited partner interests
in the Partnership (the “Units”) transferable on the books of the Partnership, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. The rights, preferences and limitations of the Units are set
forth in, and this Certificate and the Units represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Partnership Agreement. Copies of the Partnership Agreement are on file at, and will be furnished
without charge on delivery of written request to the Partnership at, the principal office of the Partnership located at 2727 North Loop West, Suite 101, Houston, Texas 77008. Capitalized terms used herein but not defined shall have the meanings
given them in the Partnership Agreement. 
  
 The Holder, by
accepting this Certificate, is deemed to have (i) requested admission as, and agreed to become, a Limited Partner and to have agreed to comply with and be bound by and to have executed the Partnership Agreement, (ii) represented and warranted that
the Holder has all right, power and authority and, if an individual, the capacity necessary to enter into the Partnership Agreement, (iii) granted the powers of attorney provided for in the Partnership Agreement and (iv) made the waivers and given
the consents and approvals contained in the Partnership Agreement. 
  
 This Certificate shall not be valid for any purpose unless it has been countersigned and registered by the Transfer Agent and Registrar. 
  

					
	 Dated:
	    	Enterprise GP Holdings L.P.
			
	 	    	By:	 	             EPE Holdings, LLC,
             its General Partner

			
	 	    	By:	 	  


	 	    	 	 	                        President
			
	 	    	By:	 	  


	 	    	 	 	                        Secretary

  

	
	 Countersigned and Registered by:

	
	 Mellon Investor Services LLC

	
	                   as Transfer Agent and
Registrar


  

			
		
	 By:
	 	  


	 	 	Authorized Signature








 [Reverse of Certificate] 
  
 ABBREVIATIONS 
  
 The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as follows according to applicable laws or regulations:

  

									
	 TEN COM
	 	 -
	 	 	 	 as tenants in common
 as tenants by the entireties
 as joint tenants with right of survivorship and not as
 tenants in common
	  	UNIF GIFT MIN ACT -              Custodian
                
	 TEN ENT
	 	 -            
	 	 	 	  	                                       
 (Cust)                    (Minor)
	 JT TEN
	 	 -
	 	 	 	  	  
                             under Uniform Gifts to Minors

	 	 	 	 	 	 	  	                                       
     Act                        
	 	 	 	 	 	 	  	                                       
                 (State)

  
 Additional
abbreviations, though not in the above list, may also be used. 
  
 ASSIGNMENT OF UNITS 
 IN 
 ENTERPRISE GP HOLDINGS L.P. 
  
 FOR VALUE RECEIVED,                                 hereby assigns,
conveys, sells and transfers unto                                 
  

					
	  

	  	 	  	  


	(Please insert Social Security or other identifying number of Assignee)	  	 	  	(Please print or typewrite name and address of Assignee)

  
              Units representing limited partner interests evidenced by this Certificate, subject to the Partnership Agreement, and does hereby irrevocably constitute and
appoint                          as its attorney-in-fact with full power of substitution to transfer the same on the books
of Enterprise GP Holdings L.P. 
  

			
	 Date:
                        
	 	NOTE: The signature to any endorsement hereon must correspond with the name as written upon the face of this Certificate in every particular, without alteration, enlargement or
change.

  

					
	 SIGNATURE(S) MUST BE GUARANTEED
	 	 	 	________________________________________
	 BY A MEMBER FIRM OF THE NATIONAL ASSOCIATION
	 	 	 	(Signature)
	 OF SECURITIES DEALERS, INC. OR BY A
	 	 	 	________________________________________
	 COMMERCIAL BANK OR TRUST COMPANY
	 	 	 	(Signature)

  
 SIGNATURE(S) GUARANTEED

  
 No transfer of the Units evidenced hereby will be registered on the books
of the Partnership, unless the Certificate evidencing the Units to be transferred is surrendered for registration or transfer and the assignee completes and executes the form set forth below. 








	
	  


	         Purchase Price including commission, if any


  
 Type of Entity (check one):

  

							
	[    ] Individual	 	[    ] Partnership	 	 [    ] Corporation
	 	 
			
	[    ] Trust	 	[    ] Other
(specify)                                      
  	 	 

  
 Nationality (check one): 

 
 [    ] U.S. Citizen, Resident or Domestic
Entity 
  
 [    ] Foreign
Corporation   [    ] Non-resident Alien 
  
 If the U.S. Citizen, Resident or Domestic Entity box is checked, the following certification must be completed. 
  
 Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the “Code”), the Partnership must withhold tax with respect to certain
transfers of property if a holder of an interest in the Partnership is a foreign person. 
  
 To inform the Partnership that no withholding is required with respect to the undersigned interestholder’s interest in it, the undersigned hereby certifies the following (or, if applicable, certifies the
following on behalf of the interestholder). 
  
 Complete Either A or B:

  
 A. Individual Interestholder 
  
 1. I am not a non-resident alien for purposes of U.S. income taxation.

  
 2. My U.S. taxpayer identification number (Social Security
Number) is
                                        .

  
 3. My home address is
                                        
                                        
                                        
                                . 
  
 4. My taxable year ends on December 31st. 
  
 B. Partnership, Corporation or Other Interestholder 
  

	
	 1.
                                        
                                        
                                        
                         is not a foreign

	                                       
                 (Name of Interestholder)
	 corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Code and Treasury Regulations).


  
 2. The
interestholder’s U.S. employer identification number is
                                        .

  
 3. The interestholder’s office address and place of
incorporation (if applicable)
is                                       
                       . 
  
 4. The interestholder’s taxable year ends on December 31st. 
  

The interestholder agrees to notify the Partnership within sixty (60) days of the date the interestholder becomes a foreign person. 
  
 The interestholder understands that this certificate may be disclosed to the
Internal Revenue Service by the Partnership and that any false statement contained herein could be punishable by fine, imprisonment or both. 
  
 Under penalties of perjury, I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct and complete
and, if applicable, I further declare that I have authority to sign this document on behalf of 
  

	
	  


	Name of Interestholder
	  
  


	Signature and Date
	  
  


	Title (if applicable)

  
         Note: If the Assignee is a broker, dealer, bank, trust company, clearing corporation, other nominee holder or an agent of any of the foregoing, and is holding for the account of any other
person, this application should be completed by an officer thereof or, in the case of a broker or dealer, by a registered representative who is a member of a registered national securities exchange or a member of the National Association of
Securities Dealers, Inc., or, in the case of any other nominee holder, a person performing a similar function. If the Assignee is a broker, dealer, bank, trust company, clearing corporation, other nominee owner or an agent of any of the foregoing,
the above certification as to any person for whom the Assignee will hold the Units shall be made to the best of the Assignee’s knowledge.