CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT

Exhibit 10.2

EXECUTION COPY

CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT

BY AND AMONG

DUNCAN ENERGY PARTNERS L.P.,

DEP OLPGP, LLC

DEP OPERATING PARTNERSHIP, L.P.

ENTERPRISE GTM HOLDINGS L.P.

AND

ENTERPRISE HOLDING III, L.L.C.

DATED AS OF DECEMBER 8, 2008

TABLE OF CONTENTS

CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT

     THIS CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT (this “ Agreement ”) dated as of December 8, 2008, is made and entered into by and among Duncan Energy Partners L.P., a Delaware limited partnership (“ DEP ”), DEP Operating Partnership, L.P., a Delaware limited partnership (“ OLP ”), DEP OLPGP, LLC, a Delaware limited liability company (“ OLP GP ”) Enterprise GTM Holdings L.P., a Delaware limited partnership (“ Enterprise GTM ”) and Enterprise Holding III, L.L.C., a Delaware limited liability company (“ Enterprise Holding III ”). The above-named entities are sometimes referred to in this Agreement each as a “ Party ” and collectively as the “ Parties .” Certain capitalized terms used are defined in Article I hereof.

RECITALS

     WHEREAS, Enterprise GTM owns a 99.0% member interest in Enterprise Texas Pipeline, LLC (“ Enterprise Texas ”), a 99.0% limited partner interest in Enterprise Intrastate, LP (“ Enterprise Intrastate ”) and a 99.0% limited partner interest in Enterprise GC, LP (“ Enterprise GC ”).

     WHEREAS, Enterprise Holding III owns a 1.0% member interest in Enterprise Texas, a 1.0% general partner interest in Enterprise Intrastate and a 1.0% general partner interest in Enterprise GC.

     WHEREAS, the DEP has entered into a standby Term Loan Agreement, dated as of April 18, 2008, with Wachovia Bank, National Association, as Administrative Agent and Lender, and the co-syndication agents, co-documentation agents and other lenders named therein (the “ Term Loan Agreement ”), to, among other things, allow DEP to borrow up to $300 million for: (i) distribution to Enterprise GTM in connection with the contribution of the Subject Interests ( as defined below ) under this Agreement and (ii) payment of transaction and bank expenses related to the transactions contemplated by this Agreement.

     WHEREAS, Enterprise GTM desires to contribute to Enterprise Holding III an existing 50% membership interest in Enterprise Texas, an existing limited partnership interest in Enterprise Intrastate and an existing limited partner interest in Enterprise GC, with such contributed existing interests and other interests owned by Enterprise Holding III to be converted in each case as set forth in the applicable amended and restated limited liability company agreement or limited partnership agreements described below and attached as Exhibits to this Agreement (collectively referred to as the “ Subject Interests ”).

     WHEREAS, Enterprise GTM desires to contribute to DEP, and DEP desires to acquire from Enterprise GTM, all of the membership interests in Enterprise Holding III (the “ Enterprise Holding III Member Interests ” ) as consideration for receipt of (i) cash and (ii) Class B units representing limited partner interests of DEP (the “ Class B Units ”) with the rights, privileges and obligations as set forth in the DEP Amendment.

     WHEREAS, DEP desires to contribute the Enterprise Holding III Member Interest to OLP as a capital contribution.

     WHEREAS, concurrently with the consummation of the transactions contemplated hereby (the “ Closing ”), each of the following matters shall occur:

          1. Enterprise GTM will contribute the membership and limited partner interests to Enterprise Holding III, and the current general partner, limited partner and membership interests owned by Enterprise Holding III and Enterprise GTM in each of Enterprise GC, Enterprise Intrastate and Enterprise Texas will be converted into new general partner, limited partner and membership interests, including the Subject Interests.

          2. Enterprise GTM will assign and convey the Enterprise Holding III Member Interests to DEP.

          3. DEP will contribute the Enterprise Holding III Member Interests to OLP (including 0.001% on behalf of OLP GP).

          4. DEP will consummate a registered equity offering the “ Equity Offering ”) for 41,529 common units representing limited partner interests in DEP (“ Common Units ”) for an aggregate purchase price of $500,000.

          5. DEP will borrow $282.25 million under the Term Loan Agreement (the “ Debt Proceeds ”).

          6. DEP will use the aggregate net proceeds (after discounts and commissions, if any) from the Equity Offering (the “ Offering Proceeds ”) and the Debt Proceeds to (i) pay transaction and bank expenses of approximately $2.25 million and (ii) pay $280.0 million plus the net Offering Proceeds to Enterprise GTM as the “ Cash Consideration ” for the contribution of the Subject Interests.

          7. DEP will issue an aggregate of 37,333,887 Class B Units with an aggregate value of $449.5 million ($450.0 million less the value of the net Offering Proceeds) to Enterprise GTM as partial consideration and the “ Unit Consideration ” for the contribution of the Subject Interests.

          8. The limited liability company agreement of Enterprise Texas and the agreements of limited partnership of each of Enterprise Intrastate and Enterprise GC will each be amended and restated to the extent necessary to reflect the applicable matters set forth above and as contained in this Agreement.

          9. The omnibus agreement between Enterprise Products Operating LLC, a Texas limited liability company (“ EPO ”), OLP and each of Enterprise Texas, Enterprise Intrastate and Enterprise GC will be amended and restated to the extent necessary to reflect the applicable matters set forth above and as contained in this Agreement.

     NOW, THEREFORE, in consideration of their mutual undertakings and agreements hereunder, the Parties undertake and agree as follows:

ARTICLE I
DEFINITIONS; RECORDATION

      1.1 Definitions . Capitalized terms used herein and not defined elsewhere in this Agreement shall have the meanings given such terms as is set forth below.

     “ affiliate ” means, with respect to a specified person, any other person controlling, controlled by or under common control with that first person. As used in this definition, the term “control” includes (i) with respect to any person having voting securities or the equivalent and elected directors, managers or persons performing similar functions, the ownership of or power to vote, directly or indirectly, voting securities or the equivalent representing 50% or more of the power to vote in the election of directors, managers or persons performing similar functions, (ii) ownership of 50% or more of the equity or equivalent interest in any person and (iii) the ability to direct the business and affairs of any person by acting as a general partner, manager or otherwise.

     “ Agreement ” has the meaning assigned to such term in the first paragraph of this Agreement.

     “ Amended and Restated Agreements ” means the amended and restated limited liability company agreement of Enterprise Texas and the amended and restated agreement of limited partnership of Enterprise GC and Enterprise Intrastate, in each case as executed on the date hereof in substantially the same form as attached hereto as Exhibits A, B and C.

     “ Cash Consideration ” has the meaning assigned to such term in the recitals.

     “ Class B Units ” has the meaning assigned to such term in the recitals.

      “ Common Units ” has the meaning assigned to such term in the recitals and the DEP Amendment.

     “ Closing ” has the meaning assigned to such term in the recitals.

     “ Delaware LLC Act ” has the meaning assigned to such term in the recitals.

     “ Delaware LP Act ” has the meaning assigned to such term in the recitals.

     “ DEP ” has the meaning assigned to such term in the first paragraph of this Agreement.

     “ DEP Amendment ” means the Third Amendment to Amended and Restated Agreement of Limited Partnership of Duncan Energy Partners L.P. dated December 8, 2008.

     “ Effective Date ” means December 8, 2008.

     “ Enterprise GC ” means Enterprise GC, L.P., a Delaware limited partnership.

     “ Enterprise Holding III ” has the meaning assigned to such term in the first paragraph of this Agreement.

     “ Enterprise Intrastate ” means Enterprise Intrastate L.P., a Delaware limited partnership.

     “ Enter