REGISTRATION RIGHTS AGREEMENT

by and among

ENERGY TRANSFER EQUITY, L.P.,

and

THE INVESTORS IDENTIFIED HEREIN

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into as of November 27, 2006, by and among ENERGY TRANSFER EQUITY, L.P., a Delaware limited partnership (ETE), and the investors identified on Schedule A attached hereto (each an Investor, and collectively, the Investors).

This Agreement is made in connection with the Closing of the issuance and sale of 7,789,133 common units of ETE (the Purchased Units) to the Investors pursuant to the Unit Purchase Agreement, dated as of November 17, 2006, by and between ETE and the Investors (the Purchase Agreement). ETE has agreed to enter into this Agreement for the benefit of the purchasers of the Purchased Units pursuant to Section 2.03(b) of the Purchase Agreement. In consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each party hereto, the parties hereby agree as follows:

ARTICLE I.

DEFINITIONS

Section 1.01 Definitions. Capitalized terms used herein without definition shall have the meanings given to them in the Purchase Agreement. The terms set forth below are used herein as so defined:

Common Units means the common units of ETE that are publicly traded on the New York Stock Exchange.

Effectiveness Period has the meaning specified therefore in Section 2.01(a) of this Agreement.

Holder means the record holder of any Registrable Securities.

Included Registrable Securities has the meaning specified therefor in Section 2.02(a) of this Agreement.

Liquidated Damages has the meaning specified therefor in Section 2.01(b) of this Agreement.

Losses has the meaning specified therefor in Section 2.07(a) of this Agreement.

Managing Underwriter means, with respect to any Underwritten Offering, a book-running lead manager of such Underwritten Offering.

Piggyback Registration has the meaning specified therefor in Section 2.02(a) of this Agreement.

Purchase Agreement has the meaning specified therefor in the Recital of this Agreement.

Registrable Securities means (i) the Purchased Units, (ii) any Common Units issued as Liquidated Damages pursuant to Section 2.01(b) of this Agreement and (iii) any Common Units issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the Purchased Units, in each case until such time as such securities described in clause (i), (ii) or (iii) above cease to be Registrable Securities pursuant to Section 1.02 hereof.

Registration Expenses has the meaning specified therefor in Section 2.06(a) of this Agreement.

Selling Expenses has the meaning specified therefor in Section 2.07(a) of this Agreement.

Selling Holder means a Holder who is selling Registrable Securities pursuant to a registration statement.

Shelf Registration has the meaning specified therefor in Section 2.01(a) of this Agreement.

Shelf Registration Statement has the meaning specified therefor in Section 2.01(a) of this Agreement.

Underwritten Offering means an offering (including an offering pursuant to a Shelf Registration Statement) in which Common Units are sold to an underwriter on a firm commitment basis for reoffering to the public or an offering that is a bought deal with one or more investment banks.

Section 1.02 Registrable Securities. Any Registrable Security will cease to be a Registrable Security when (a) a registration statement covering such Registrable Security has been declared effective by the Commission and such Registrable Security has been sold or disposed of pursuant to such effective registration statement; (b) such Registrable Security has been disposed of pursuant to any section of Rule 144 (or any similar provision then in force under the Securities Act); (c) such Registrable Security is held by ETE or one of its subsidiaries; or (d) (i) such Registrable Security is eligible for resale under Rule 144(k) under the Securities Act and (ii) the Holder of such Registrable Security is able to utilize Rule 144(k) under the Securities Act.

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