KINDER MORGAN MANAGEMENT, LLC

                            KINDER MORGAN G.P., INC.

                              OFFICERS' CERTIFICATE
                      PURSUANT TO SECTION 301 OF INDENTURE


      Each of the  undersigned,  C.  Park  Shaper  and  Kimberly  A.  Dang,  the
President and the Vice President and Chief Financial Officer,  respectively,  of
(i) Kinder Morgan Management,  LLC (the "Company"), a Delaware limited liability
company and the  delegate of Kinder  Morgan G.P.,  Inc.  and (ii) Kinder  Morgan
G.P.,  Inc., a Delaware  corporation  and the general  partner of Kinder  Morgan
Energy Partners,  L.P., a Delaware limited partnership (the  "Partnership"),  on
behalf of the  Partnership,  does  hereby  establish  the terms of two series of
senior debt Securities of the Partnership under the Indenture relating to senior
debt  Securities,  dated as of January 31, 2003 (the  "Indenture"),  between the
Partnership and Wachovia Bank,  National  Association,  as Trustee,  pursuant to
resolutions  adopted by the Board of  Directors  of the Company on December  22,
2004,  January 17, 2007 and January 25, 2007 and in accordance  with Section 301
of the Indenture, as follows:

      1. The titles of the series of Securities shall be "6.00% Senior Notes due
2017" (the "2017  Notes") and "6.50%  Senior Notes due 2037" (the "2037  Notes",
and together with the 2017 Notes, the "Notes");

      2. The  aggregate  principal  amounts of the 2017 Notes and the 2037 Notes
which initially may be authenticated  and delivered under the Indenture shall be
limited to a maximum of $600,000,000 and $400,000,000,  respectively, except for
Notes  authenticated  and  delivered  upon  registration  of transfer  of, or in
exchange for, or in lieu of, other Notes pursuant to the terms of the Indenture,
and except that any additional principal amount of either series of Notes may be
issued in the future without the consent of Holders of either series of Notes so
long as such additional  principal amount of Notes are authenticated as required
by the Indenture;

      3. The Notes shall be issued on January 30,  2007,  the  principal  of the
2017 Notes shall be payable on February 1, 2017,  and the  principal of the 2037
Notes shall be payable on  February  1, 2037;  the Notes will not be entitled to
the benefit of a sinking fund;

      4. The 2017 Notes  shall bear  interest at the rate of 6.00% per annum and
the 2037 Notes shall bear interest at the rate of 6.50% per annum,  in each case
which  interest  shall  accrue from  January 30,  2007,  or from the most recent
Interest  Payment  Date to which  interest has been paid or duly  provided  for,
which  dates shall be  February 1 and August 1 of each year,  and such  interest
shall be payable  semi-annually  in  arrears on  February 1 and August 1 of each
year,  commencing  August 1, 2007, to holders of record at the close of business
on the January 15 or July 15,  respectively,  next  preceding each such Interest
Payment Date;

      5. The principal of,  premium,  if any, and interest on, the Notes of each
series  shall be payable at the office or agency of the  Partnership  maintained
for that  purpose in the Borough of  Manhattan,  New York,  New York;  provided,
however, that at the option of the Partnership,  payment of interest may be made
from such office in the Borough of Manhattan, New York, New York by check mailed
to the address of the person  entitled  thereto as such address  shall appear in
the Security Register. If at any time there shall be no such office or agency in
the Borough of Manhattan,  New York, New York,  where the Notes may be presented
or  surrendered  for payment,  the  Partnership  shall  forthwith  designate and
maintain  such an office or agency in the Borough of  Manhattan,  New York,

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New York,  in order that the Notes  shall at all times be payable in the Borough
of Manhattan,  New York, New York. The Partnership  hereby initially  designates
the Corporate Trust Office of the Trustee in the Borough of Manhattan, New York,
New York, as one such office or agency;

      6. U.S. Bank National  Association,  successor  trustee to Wachovia  Bank,
National  Association,  is appointed as the Trustee for the Notes, and U.S. Bank
National  Association,  and any other banking institution  hereafter selected by
the officers of the Company, on behalf of the Partnership,  are appointed agents
of the  Partnership  (a) where the Notes may be presented  for  registration  of
transfer or exchange,  (b) where notices and demands to or upon the  Partnership
in respect of the Notes or the Indenture may be made or served and (c) where the
Notes may be presented for payment of principal and interest;

      7. The  Notes of each  series  will be  redeemable,  at the  Partnership's
option,  at any time in whole,  or from time to time in part, upon not less than
30 and not more than 60 days  notice  mailed to each  Holder of the Notes of the
series  to be  redeemed  at the  Holder's  address  appearing  in  the  Security
Register,  at a price equal to 100% of the principal  amount of the Notes of the
series to be redeemed plus accrued interest to the Redemption  Date,  subject to
the right of Holders of record on the relevant  Record Date to receive  interest
due on an Interest Payment Date that is on or prior to the Redemption Date, plus
a make-whole premium, if any. In no event will the Redemption Price ever be less
than 100% of the principal  amount of the Notes of a series being  redeemed plus
accrued interest to the Redemption Date.

      The amount of the make-whole premium on any Note, or portion of a Note, of
a series to be redeemed will be equal to the excess, if any, of:

      (1) the sum of the present values,  calculated as of the Redemption  Date,
          of:

         o  each interest payment that, but for the redemption,  would have been
            payable on the Note,  or portion of a Note,  being  redeemed on each
            interest payment date occurring after the Redemption Date, excluding
            any accrued  interest for the period prior to the  Redemption  Date;
            and

         o  the principal  amount that, but for the redemption,  would have been
            payable at the stated  maturity  of the Note,  or portion of a Note,
            being redeemed;

      over

      (2) the  principal  amount  of the  Note,  or  portion  of a  Note,  being
          redeemed.

      The present value of interest and principal payments referred to in clause
(1) above will be determined in accordance with generally accepted principles of
financial  analysis.  The present values will be calculated by  discounting  the
amount of each  payment of  interest or  principal  from the date that each such
payment would have been payable, but for the redemption,  to the

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<PAGE>

Redemption  Date at a discount  rate  equal to the  Treasury  Yield,  as defined
below,  plus  0.20% in the case of the 2017  Notes  and 0.25% in the case of the
2037 Notes.

      The  make-whole  premium will be calculated by an  independent  investment
banking  institution of national standing  appointed by the Partnership.  If the
Partnership  fails to make that  appointment  at least 30 business days prior to
the redemption  date, or if the  institution so appointed is unwilling or unable
to make the calculation,  the financial institution named in the Notes will make
the calculation. If the financial institution named in the Notes is unwilling or
unable to make the calculation, an independent investment banking institution of
national standing appointed by the Trustee will make the calculation.

      For purposes of determining the make-whole premium,  Treasury Yield refers
to an annual rate of interest  equal to the weekly  average yield to maturity of
United States Treasury Notes that have a constant  maturity that  corresponds to
the  remaining  term to maturity of the Notes to be redeemed,  calculated to the
nearer  1/12 of a year  (the  "Remaining  Term").  The  Treasury  Yield  will be
determined as of the third  business day  immediately  preceding the  applicable
redemption date.

      The  weekly  average  yields  of  United  States  Treasury  Notes  will be
determined by reference to the most recent statistical  release published by the
Federal  Reserve Bank of New York and designated  "H.15(519)  Selected  Interest
Rates" or any successor  release (the "H.15 Statistical  Release").  If the H.15
Statistical Release sets forth a weekly average yield for United States Treasury
Notes having a constant  maturity that is the same as the Remaining  Term of the
Notes of a series to be redeemed,  then the Treasury Yield will be equal to that
weekly average yield. In all other cases,  the Treasury Yield will be calculated
by interpolation, on a straight-line basis, between the weekly average yields on
the United States  Treasury Notes that have a constant  maturity  closest to and
greater than the Remaining  Term of the Notes of a series to be redeemed and the
United States Treasury Notes that have a constant  maturity  closest to and less
than the  Remaining  Term,  in each  case as set  forth in the H.15  Statistical
Release.  Any weekly  average  yields so  calculated  by  interpolation  will be
rounded to the nearer  0.01%,  with any figure of 0.0050% or more being  rounded
upward.  If weekly  average  yields for  United  States  Treasury  Notes are not
available in the H.15 Statistical Release or otherwise,  then the Treasury Yield
will  be  calculated  by  interpolation  of  comparable  rates  selected  by the
independent investment banking institution.

      If less than all of the Notes of a series are to be redeemed,  the Trustee
will select the Notes of that series to be redeemed by a method that the Trustee
deems fair and  appropriate.  The  Trustee may select for  redemption  Notes and
portions of Notes in amounts of $1,000 or whole multiples of $1,000.

      8.  Payment of  principal  of, and interest on, the Notes shall be without
deduction for taxes,  assessments or governmental charges paid by Holders of the
Notes;

      9. The Notes of each series are  approved in the form  attached  hereto as
Exhibit A, shall be issued upon original issuance in whole in the form of one or
more book-entry  Global  Securities,  and the Depositary shall be The Depository
Trust Company; and

                                      -3-

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      10. The Notes of each  series  shall be  entitled  to the  benefits of the
Indenture,  including the covenants and agreements of the  Partnership set forth
therein,  except to the extent  expressly  otherwise  provided  herein or in the
Notes of such series.

      Any initially  capitalized  terms not otherwise  defined herein shall have
the meanings ascribed to such terms in the Indenture.





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<PAGE>


     IN WITNESS WHEREOF,  each of the undersigned has hereunto signed his or her
name this 25th day of January, 2007.


                                             /s/ C. Park Shaper
                                             ---------------------------------
                                             C. Park Shaper
                                             President

                                             /s/ Kimberly A. Dang
                                             ---------------------------------
                                             Kimberly A. Dang
                                             Vice President and
                                             Chief Financial Officer