ENERGY TRANSFER EQUITY, L.P. ELECTION FORM AND LETTER OF TRANSMITTAL

You have received this Election Form and Letter of Transmittal (as it may be amended or supplemented from time to time, this “Election Form”) in connection with the offer of Energy Transfer Equity, L.P. (the “Partnership”) to participate in a Plan (the “Plan”) that will allow certain holders of our common units who are “accredited investors” (as defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”)) to make a one-time election to forgo a portion of their future potential cash distributions on common units participating in the Plan (“Participating Common Units”) for a period of up to nine fiscal quarters, commencing with distributions for the fiscal quarter ending

March 31, 2016 (the “plan period”), and reinvest those distributions in the Partnership’s Series A Convertible Preferred Units (the “Convertible Units”), as described herein and in the confidential private placement memorandum, dated February 29, 2016 (as it may be amended or supplemented from time to time, the “Memorandum”).

The Convertible Units are a new class of units representing limited partner interests in the Partnership that will automatically convert into common units at the end of the plan period. Participation in the Plan is voluntary and available to certain holders of the Partnership’s common units who have returned a questionnaire to us evidencing their status as accredited investors and who validly elect to participate in the Plan (and do not validly revoke their election) (an “Electing Unitholder”) prior to 5:00 p.m., New York City time, on March 3, 2016, unless extended (such time and date, as it may be extended, the “Expiration Date”). The Partnership expects to issue the Convertible Units to Electing Unitholders promptly following the Expiration Date but not later than three business days thereafter (the “Closing Date”).

The plan period will end on the first business day following the date that is the earliest of (a) May 18, 2018, (b) the date upon which the Convertible Units would be convertible into a number of common units exceeding the quotient of $1.0 billion and the closing price of the Partnership’s common units on the New York Stock Exchange on the Closing Date,

(c) the date of a change of control of the Partnership (as described in the section of this Memorandum entitled “Description of the Series A Convertible Preferred Units—Mandatory Conversion”) and (d) the date of the Partnership’s dissolution.

During the plan period and prior to the closing of the Partnership’s acquisition of The Williams Companies, Inc. (“WMB”), or earlier termination of the merger agreement relating to such acquisition (the “WMB End Date”) (any quarter for which the declaration date and record date fall within such period, an “Initial Quarter”), each Participating Common Unit will receive the same cash distribution as all other common units up to $0.11 per unit (the “Preferred Distribution Amount”) and will forgo cash distributions in excess of that amount (other than Extraordinary Distributions (as defined below)). During the plan period and following the WMB End Date (any quarter for which the declaration date and record date fall within such period, a “Subsequent Quarter”), each Convertible Unit will receive the Preferred Distribution Amount payable in cash prior to any distribution on the Partnership’s common units (other than Extraordinary Distributions).

Extraordinary Distributions made with respect to an Initial Quarter or a Subsequent Quarter will be made to our general partner and all of our unitholders, including holders of our Participating Common Units and our Convertible Units, on an as- converted basis, in accordance with their respective percentage interests. “Extraordinary Distributions” means (i) any non- cash distribution or (ii) any cash distribution that is materially and substantially greater, on a per unit basis, than the Partnership’s most recent regular quarterly distribution, as determined by its general partner.

Electing Unitholders may not terminate their participation in the Plan or withdraw their Convertible Units or Participating Common Units following the Expiration Date. Electing Unitholders will continue to own the common units that they elect to have participate in the Plan as Participating Common Units and will be entitled to receive additional common units upon conversion of the Convertible Units at the end of the plan period based on the conversion value of such Convertible Units at such date. Accordingly, an Electing Unitholder is not required to deliver any common units that they elect to participate in the Plan to the Partnership. Please see the Memorandum, including the form of partnership agreement amendment attached thereto as Annex A, for a complete description of the designations, preferences and relative, participating or other special rights, powers and duties of the Convertible Units.

The Partnership will not be required to implement the Plan. Prior to the Closing Date, the Partnership may modify or terminate the offering or the Plan (including modifications relating to the terms of the Convertible Units) at any time and will notify participants promptly of any such modification or termination. In the event the Partnership modifies the offering or the Plan (including modifications relating to the terms of the Convertible Units), a common unitholder will have the right to revoke its election to participate in the Plan or change the number of its Participating Common Units as provided in Instruction 3 (Revocation of or Change in Election Form) of this Election Form. The Partnership will not be obligated to allow a common unitholder to participate in the Plan if such unitholder has not made the representations and agreements set forth in this Election Form. The Plan is not conditioned on a minimum number of unitholders or common units participating in the Plan.

If you are delivering your election to participate in the Plan with respect to common units for which you are the registered holder or beneficial holder, you should use this Election Form to deliver to the Partnership your election to participate.

Name of Tendering

Institution:______________________________________________________________________________________

DTC Participant

Number:________________________________________________________________________________________

Transaction Code

Number:________________________________________________________________________________________

The undersigned understands that the acceptance by the Partnership of an Election Form validly delivered, and not properly revoked, prior to the Expiration Date will constitute a binding agreement between the undersigned and the Partnership upon the terms and subject to the conditions set forth in the Plan Documents. The undersigned further acknowledges that, if it did not participate in the Plan, its Participating Common Units

(i) would be entitled to receive the same cash distributions as all other common units of the Partnership that are held by holders that do not participate in the Plan, and (ii) would be freely transferable in accordance with the terms of the Partnership’s partnership agreement. By electing to participate in the Plan, (i) the undersigned agrees that, upon implementation of the Plan, its Participating Common Units will only be entitled to receive the distributions described in the Plan Documents and will not be transferable prior to the Mandatory Conversion Date without the prior written consent of our general partner, and (ii) the undersigned hereby knowingly and voluntarily waives any right to receive distributions that its Participating Common Units would have otherwise been entitled to receive and agrees not to transfer its Participating Common Units prior to the Mandatory Conversion Date without the prior written consent of our general partner. The undersigned also agrees not to enter into any hedging transaction (including the purchase of any puts, calls or other derivative instruments) with respect to any equity or equity-linked securities of the Partnership during the plan period. The undersigned further acknowledges that the Partnership is relying on the foregoing waiver and agreement in connection with issuing Convertible Units to the undersigned. The undersigned confirms and agrees that, upon implementation of the Plan, the foregoing waiver and agreement is irrevocable.

This Election Form and the terms of the Plan shall be governed by, and construed in accordance with, the laws of the State of Delaware (without regard to principles of conflicts of law). Each provision of this agreement and waiver shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this agreement and waiver which are valid, enforceable and legal and such invalid, unenforceable or illegal provisions shall, if possible, be enforced to the fullest extent permitted by law.

Any questions or requests for assistance may be directed to the Partnership at its address, telephone number or email address listed below. Requests for additional copies of the Memorandum and the Election Form may also be obtained from the Partnership at its address, telephone number or email address below, and such copies will be furnished at the Partnership’s expense.