0000950123-11-031264 Sample Contracts

Energy Transfer Partners, L.P. 12,350,000 Common Units1 Representing Limited Partner Interests UNDERWRITING AGREEMENT
Underwriting Agreement • March 31st, 2011 • Energy Transfer Partners, L.P. • Natural gas transmission • New York

Morgan Stanley & Co. Incorporated Merrill Lynch, Pierce, Fenner & Smith Incorporated Citigroup Global Markets Inc. Barclays Capital Inc. Credit Suisse Securities (USA) LLC Wells Fargo Securities, LLC J.P. Morgan Securities LLC As Representatives of the Several Underwriters named in Schedule II,

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