KINDER MORGAN ENERGY PARTNERS, L.P.

                              Officer's Certificate


     The undersigned,  C. Park Shaper,  the Vice President,  Treasurer and Chief
Financial  Officer of Kinder Morgan G.P.,  Inc., a Delaware  corporation and the
general partner (the "General Partner") of Kinder Morgan Energy Partners,  L.P.,
a Delaware  limited  partnership  (the  "Partnership"),  and the Vice President,
Treasurer  and Chief  Financial  Officer  of Kinder  Morgan  Management,  LLC, a
Delaware  limited  liability  company and the  delegate of the General  Partner,
hereby establishes the terms of two series of debt securities of the Partnership
under the Indenture, dated as of January 2, 2001 (the "Indenture"),  between the
Partnership and First Union National Bank, as Trustee, as follows:

     1. The  titles of the  securities  shall be  "7.125%  Notes due 2012"  (the
"7.125% Notes") and "7.750% Notes due 2032" (the "7.750% Notes" and collectively
with the 7.125% Notes, the "Notes");

     2. The aggregate  principal  amount of the Notes which may be authenticated
and  delivered  under the Indenture  shall be limited  initially to a maximum of
$450,000,000 of the 7.125% Notes and  $300,000,000  of the 7.750% Notes,  except
for Notes  authenticated  and delivered upon  registration of transfer of, or in
exchange for, or in lieu of, other Notes pursuant to the  Indenture,  and except
for any Notes which,  pursuant to the  Indenture,  are deemed never to have been
authenticated  and delivered  (subject to the right of the  Partnership to issue
additional Notes of either series without the consent of holders thereof);

     3. The Notes will be issued on March 14, 2002, the 7.125% Notes will mature
on March 15, 2012, and the 7.750% Notes will mature on March 15, 2032;

     4. The 7.125% Notes shall bear interest at the rate of 7.125% per annum and
the 7.750%  Notes  shall bear  interest  at the rate of 7.750% per annum,  which
interest  shall  accrue from March 14,  2002,  or from the most recent  Interest
Payment Date (as defined in the  Indenture)  to which  interest has been paid or
duly provided for, which Interest  Payment Dates shall be March 15 and September
15 of each year,  and such interest  shall be payable  semi-annually  in arrears
commencing  on September 15, 2002,  and the Regular  Record Dates (as defined in
the  Indenture) for interest  payable on any Interest  Payment Date shall be the
close of business on the March 1 or September 1,  respectively,  next  preceding
each such Interest Payment Date;

     5. The principal of, and interest on, the Notes shall be payable, the Notes
may be surrendered for  registration  or transfer,  the Notes may be surrendered
for exchanges,  and notices and demands to or upon the Partnership in respect of
the  Notes  and the  Indenture  may be  served,  at the  office or agency of the
Partnership  maintained  for that  purpose in The City of New York,  which shall
initially be the office of the Trustee;


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     6. The  Partnership,  at its  option,  may redeem all or any portion of the
Notes of either series,  at a redemption  price equal to the greater of (i) 100%
of the  principal  amount of the Notes of such series to be redeemed or (ii) the
sum of the present values of the remaining  scheduled  payments of principal and
interest on such Notes  (exclusive of interest  accrued to the redemption  date)
discounted to the  redemption  date on a semi-annual  basis  (assuming a 360-day
year  consisting  of twelve  30-day  months) at the Treasury  Rate plus 25 basis
points in the case of the  7.125%  Notes,  and the  Treasury  Rate plus 30 basis
points in the case of the 7.750% Notes, plus, in either case, accrued and unpaid
interest on the principal amount being redeemed to such redemption date.

     As used in the foregoing, the following terms have the following meanings:

     "Comparable  Treasury  Issue"  means the United  States  Treasury  security
selected by the Quotation Agent as having a maturity comparable to the remaining
term of the series of Notes to be redeemed  that would be utilized,  at the time
of selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of such series of Notes.

     "Comparable  Treasury Price" means, with respect to any redemption date for
a series of Notes, the average of two Reference  Treasury Dealer  Quotations for
such redemption date.

     "Quotation  Agent"  means the  Reference  Treasury  Dealer the  Partnership
appoints.

     "Reference  Treasury Dealer" means each of J.P. Morgan  Securities Inc. and
First Union Securities, Inc. and their respective successors; provided, however,
that if either of the  foregoing  shall  cease to be a primary  U.S.  Government
securities  dealer  in  New  York  City  (a  "Primary  Treasury  Dealer"),   the
Partnership will substitute therefor another Primary Treasury Dealer.

     "Reference   Treasury  Dealer  Quotations"  means,  with  respect  to  each
Reference Treasury Dealer and any redemption date, the average, as determined by
the  Trustee,  of the bid and asked  price  for the  Comparable  Treasury  Issue
(expressed  in each case as a  percentage  of its  principal  amount)  quoted in
writing to the Trustee by such Reference  Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding such redemption date.

     "Treasury Rate" means,  with respect to any redemption date, (1) the yield,
under the heading which  represents  the average for the  immediately  preceding
week,  appearing in the most recently published  statistical  release designated
"H.15 (519)" or any successor publication which is published weekly by the Board
of  Governors  of the Federal  Reserve  System and which  establishes  yields on
actively traded United States Treasury  securities adjusted to constant maturity
under the caption "Treasury Constant Maturities," for the maturity corresponding
to the  Comparable  Treasury Issue (if no maturity is within three months before
or after the maturity date of the series of Notes to be redeemed, yields for the
two published  maturities most closely  corresponding to the Comparable Treasury
Issue  shall be  determined,  and the  Treasury  Rate shall be  interpolated  or
extrapolated from such yields on a straight-line basis,  rounding to the nearest
month) or (2) if such release (or any successor release) is not published during
the week  preceding the  calculation  date or does not contain such yields,  the
rate per year equal to the semi-

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annual equivalent yield to maturity of the Comparable Treasury Issue, calculated
using a price for the Comparable  Treasury  Issue  (expressed as a percentage of
its principal amount) equal to the Comparable Treasury Price for such redemption
date.  The Treasury Rate will be calculated on the third  Business Day preceding
the redemption date.

      Holders of the Notes to be redeemed  will be provided not less than 30 nor
more than 60 days' notice  mailed to each  registered  holder of the Notes to be
redeemed.  If the  redemption  notice is given and funds  deposited as required,
then interest will cease to accrue on and after the redemption date on the Notes
called for redemption.

     7. The Notes shall not be entitled to any sinking fund;

     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 7.125% Notes and the 7.750% Notes are approved in the form  attached
hereto as  Exhibit  A and  Exhibit  B,  respectively,  and shall be issued  upon
original  issuance in whole in the form of single  book-entry  Global Securities
(as defined in the Indenture),  and the Depositary (as defined in the Indenture)
shall be The Depository Trust Company, New York, New York; and

     10. The price to be received by the Partnership from the underwriters shall
be 98.885% for the 7.125% Notes and 98.617% for the 7.750% Notes.

      Initially  capitalized  terms used but not defined  herein  shall have the
meanings ascribed to them in the Indenture.


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      IN WITNESS  WHEREOF,  I have  signed my name as of this 11th day of March,
2002.



                                  /s/ C. Park Shaper
                                  -------------------------------
                                  C. Park Shaper
                                  Vice President, Treasurer and Chief
                                  Financial Officer of Kinder Morgan G.P., Inc.
                                  and Kinder Morgan Management, LLC


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