##### 



FIRST AMENDED AND RESTATED
 AGREEMENT OF LIMITED PARTNERSHIP
 OF
 EL PASO PIPELINE PARTNERS, L.P.




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##### 



TABLE OF CONTENTS
 ARTICLE I DEFINITIONS
    
    
    1Section 1.1 Definitions
    
    
    1Section 1.2 Construction
    
    
    25ARTICLE II ORGANIZATION
    
    
    26Section 2.1 Formation
    
    
    26Section 2.2 Name
    
    
    26Section 2.3 Registered Office; Registered Agent; Principal Office; Other Offices
    
    
    26Section 2.4 Purpose and Business
    
    
    26Section 2.5 Powers
    
    
    27Section 2.6 Power of Attorney
    
    
    27Section 2.7 Term
    
    
    28Section 2.8 Title to Partnership Assets
    
    
    28Section 2.9 Certain Undertakings Relating to the Separateness of the Partnership
    
    
    29ARTICLE III RIGHTS OF LIMITED PARTNERS
    
    
    30Section 3.1 Limitation of Liability
    
    
    30Section 3.2 Management of Business
    
    
    30Section 3.3 Outside Activities of the Limited Partners
    
    
    30Section 3.4 Rights of Limited Partners
    
    
    30ARTICLE IV CERTIFICATES; RECORD HOLDERS; TRANSFER OF PARTNERSHIP INTERESTS; REDEMPTION OF PARTNERSHIP INTERESTS
    
    
    31Section 4.1 Certificates
    
    
    31Section 4.2 Mutilated, Destroyed, Lost or Stolen Certificates
    
    
    32Section 4.3 Record Holders
    
    
    33Section 4.4 Transfer Generally
    
    
    33Section 4.5 Registration and Transfer of Limited Partner Interests
    
    
    33Section 4.6 Transfer of the General Partners General Partner Interest
    
    
    35Section 4.7 Transfer of Incentive Distribution Rights
    
    
    35Section 4.8 Restrictions on Transfers
    
    
    36Section 4.9 Tax Certifications; Ineligible Holders; Citizenship Certificates; Non-citizen Assignees
    
    
    37Section 4.10 Redemption of Partnership Interests of Non-citizen and Ineligible Holders
    
    
    39ARTICLE V CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS
    
    
    40Section 5.1 Organizational Contributions
    
    
    40Section 5.2 Contributions by the General Partner and its Affiliates
    
    
    41Section 5.3 Contributions by Initial Limited Partners
    
    
    41Section 5.4 Interest and Withdrawal of Capital Contributions
    
    
    42Section 5.5 Capital Accounts
    
    
    42Section 5.6 Issuances of Additional Partnership Securities
    
    
    45Section 5.7 Conversion of Subordinated Units
    
    
    46Section 5.8 Limited Preemptive Right
    
    
    47
 A-i




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Section 5.9   Splits and Combinations
    
    
    47Section 5.10 Fully Paid and Non-Assessable Nature of Limited Partner Interests
    
    
    48Section 5.11 Issuance of Class B Units in Connection with Reset of Incentive Distribution Rights
    
    
    48ARTICLE VI ALLOCATIONS AND DISTRIBUTIONS
    
    
    50Section 6.1 Allocations for Capital Account Purposes
    
    
    50Section 6.2 Allocations for Tax Purposes
    
    
    59Section 6.3 Requirement and Characterization of Distributions; Distributions to Record Holders
    
    
    61Section 6.4 Distributions of Available Cash from Operating Surplus
    
    
    62Section 6.5 Distributions of Available Cash from Capital Surplus
    
    
    64Section 6.6 Adjustment of Minimum Quarterly Distribution and Target Distribution Levels
    
    
    64Section 6.7 Special Provisions Relating to the Holders of Subordinated Units and Class B Units
    
    
    65Section 6.8 Special Provisions Relating to the Holders of Incentive Distribution Rights
    
    
    66Section 6.9 Entity-Level Taxation
    
    
    66ARTICLE VII MANAGEMENT AND OPERATION OF BUSINESS
    
    
    67Section 7.1 Management
    
    
    67Section 7.2 Certificate of Limited Partnership
    
    
    69Section 7.3 Restrictions on the General Partners Authority
    
    
    69Section 7.4 Reimbursement of the General Partner
    
    
    70Section 7.5 Outside Activities
    
    
    71Section 7.6 Loans from the General Partner; Loans or Contributions from the Partnership or Group Members
    
    
    72Section 7.7 Indemnification
    
    
    73Section 7.8 Liability of Indemnitees
    
    
    74Section 7.9 Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties
    
    
    75Section 7.10 Other Matters Concerning the General Partner
    
    
    77Section 7.11 Purchase or Sale of Partnership Securities
    
    
    77Section 7.12 Registration Rights of the General Partner and its Affiliates
    
    
    78Section 7.13 Reliance by Third Parties
    
    
    81ARTICLE VIII BOOKS, RECORDS, ACCOUNTING AND REPORTS
    
    
    82Section 8.1 Records and Accounting
    
    
    82Section 8.2 Fiscal Year
    
    
    82Section 8.3 Reports
    
    
    82ARTICLE IX TAX MATTERS
    
    
    83Section 9.1 Tax Returns and Information
    
    
    83Section 9.2 Tax Elections
    
    
    83Section 9.3 Tax Controversies
    
    
    83Section 9.4 Withholding
    
    
    84
 A-ii




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ARTICLE X ADMISSION OF PARTNERS
    
    
    84Section 10.1 Admission of Initial Limited Partners
    
    
    84Section 10.2 Admission of Substituted Limited Partners
    
    
    84Section 10.3 Admission of Successor General Partner
    
    
    85Section 10.4 Admission of Additional Limited Partners
    
    
    85Section 10.5 Amendment of Agreement and Certificate of Limited Partnership
    
    
    86ARTICLE XI WITHDRAWAL OR REMOVAL OF PARTNERS
    
    
    86Section 11.1 Withdrawal of the General Partner
    
    
    86Section 11.2 Removal of the General Partner
    
    
    88Section 11.3 Interest of Departing General Partner and Successor General Partner
    
    
    88Section 11.4 Termination of Subordination Period, Conversion of Subordinated Units and Extinguishment of
Cumulative
Common Unit Arrearages
    
    
    90Section 11.5 Withdrawal of Limited Partners
    
    
    90ARTICLE XII DISSOLUTION AND LIQUIDATION
    
    
    90Section 12.1 Dissolution
    
    
    90Section 12.2 Continuation of the Business of the Partnership After Dissolution
    
    
    91Section 12.3 Liquidator
    
    
    91Section 12.4 Liquidation
    
    
    92Section 12.5 Cancellation of Certificate of Limited Partnership
    
    
    93Section 12.6 Return of Contributions
    
    
    93Section 12.7 Waiver of Partition
    
    
    93Section 12.8 Capital Account Restoration
    
    
    93ARTICLE XIII AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE
    
    
    93Section 13.1 Amendments to be Adopted Solely by the General Partner
    
    
    93Section 13.2 Amendment Procedures
    
    
    95Section 13.3 Amendment Requirements
    
    
    95Section 13.4 Special Meetings
    
    
    96Section 13.5 Notice of a Meeting
    
    
    96Section 13.6 Record Date
    
    
    97Section 13.7 Adjournment
    
    
    97Section 13.8 Waiver of Notice; Approval of Meeting; Approval of Minutes
    
    
    97Section 13.9 Quorum and Voting
    
    
    97Section 13.10 Conduct of a Meeting
    
    
    98Section 13.11 Action Without a Meeting
    
    
    98Section 13.12 Right to Vote and Related Matters
    
    
    99ARTICLE XIV MERGER, CONSOLIDATION OR CONVERSION
    
    
    99Section 14.1 Authority
    
    
    99Section 14.2 Procedure for Merger, Consolidation or Conversion
    
    
    100Section 14.3 Approval by Limited Partners
    
    
    102Section 14.4 Certificate of Merger
    
    
    103Section 14.5 Effect of Merger, Consolidation or Conversion
    
    
    103
 A-iii




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ARTICLE XV RIGHT TO ACQUIRE LIMITED PARTNER INTERESTS
    
    
    104Section 15.1 Right to Acquire Limited Partner Interests
    
    
    104ARTICLE XVI GENERAL PROVISIONS
    
    
    105Section 16.1 Addresses and Notices; Written Communications
    
    
    105Section 16.2 Further Action
    
    
    106Section 16.3 Binding Effect
    
    
    106Section 16.4 Integration
    
    
    106Section 16.5 Creditors
    
    
    106Section 16.6 Waiver
    
    
    106Section 16.7 Third-Party Beneficiaries
    
    
    107Section 16.8 Counterparts
    
    
    107Section 16.9 Applicable Law
    
    
    107Section 16.10 Invalidity of Provisions
    
    
    107Section 16.11 Consent of Partners
    
    
    107Section 16.12 Facsimile Signatures
    
    
    107
 A-iv




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##### 



FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF EL PASO PIPELINE PARTNERS, L.P.
 Organizational Limited Partner
 ARTICLE I
 DEFINITIONS
 Section 1.1 Definitions
  Acquisition
 Additional Book Basis
  provided




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Additional Book Basis Derivative Items Excess Additional Book Basis
 Additional Limited Partner
 Adjusted Capital Account
 Adjusted Operating Surplus
 A-2




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##### 



Adjusted Property
 Affiliate
 Aggregate Quantity of Class B Units
 Aggregate Remaining Net Positive Adjustments
 Agreed Allocation Agreed Allocation
 Agreed Value
 Agreement
 Assignee
 Associate
 A-3




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##### 



Available Cash
 less
  provided, however provided further
  Board of Directors
 Book Basis Derivative Items
 A-4




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##### 



Book-Down Event
 Book-Tax Disparity
 Book-Up Event
 Business Day
 Capital Account Capital Account
 Capital Contribution
 Capital Improvement provided, however
 A-5




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Capital Surplus
 Carrying Value
 Cause
 Certificate
 Certificate of Limited Partnership
 CIG
 Citizenship Certification
 claim
 Class B Unit
 A-6




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##### 



Closing Date
 Closing Price
 Code
 Combined Interest
 Commences Commercial Service Commencement of Commercial Service
 Commission
 Commodity Hedge Contract
 Common Unit
 Common Unit Arrearage
 A-7




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Conflicts Committee
 Contributed Property
 Contribution Agreement
 Converted Common Units
 Credit Agreement
 Cumulative Common Unit Arrearage
 Curative Allocation
 Current Market Price
 Delaware Act
 A-8




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Departing General Partner
 Depositary
 Economic Risk of Loss
 Eligible Citizen
 Eligible Holder
 El Paso
 Estimated Incremental Quarterly Tax Amount
 Event of Withdrawal
 Expansion Capital Expenditures
 A-9




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##### 



FERC
 Final Subordinated Units
 First Liquidation Target Amount
 First Target Distribution
 Fully Diluted Basis pari
passu provided, however provided further
 General Partner
 A-10




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General Partner Interest
 General Partner Unit
 Group
 Group Member
 Group Member Agreement
 Holder
 Holdings
 IDR Reset Election
 Incentive Distribution Right
 Incentive Distributions
 A-11




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Incremental Income Taxes
 Indemnified Persons
 Indemnitee provided
 Ineligible Holder
 Initial Common Units
 Initial Limited Partners
 Initial Offering
 Initial Unit Price
 Interest Rate Hedge Contract
 Interim Capital Transactions
 A-12




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Investment Capital Expenditures
 Issue Price
 Limited Partner provided, however
 Limited Partner Interest provided, however
 A-13




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##### 



Limited Partner Unit
 Liquidation Date
 Liquidator
 Long Term Incentive Plan
 Maintenance Capital Expenditures
 Merger Agreement
 Minimum Quarterly Distribution
 National Securities Exchange
 Net Agreed Value
 A-14




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##### 



Net Income provided
 Net Loss provided
 Net Positive Adjustments
 Net Termination Gain
 Net Termination Loss
 Non-citizen Assignee
 Nonrecourse Built-in Gain
 A-15




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Nonrecourse Deductions
 Nonrecourse Liability
 Notice of Election to Purchase
 Omnibus Agreement
 Operating Company
 Operating Expenditures provided
    A-16




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Operating Surplus
 provided provided however
 A-17




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##### 



less
  provided, however
  Opinion of Counsel
 Option Closing Date
 Organizational Limited Partner
 Outstanding provided, however provided further provided
 A-18




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Over-Allotment Option
 Partner Nonrecourse Debt
 Partner Nonrecourse Debt Minimum Gain
 Partner Nonrecourse Deductions
 Partners
 Partnership
 Partnership Group
 Partnership Interest
 Partnership Minimum Gain
 Partnership Security
 Per Unit Capital Amount
 Percentage Interest
 A-19




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Person
 Plan of Conversion
 Pro Rata
 Purchase Date
 Quarter
 Recapture Income
 Record Date
 Record Holder
 Redeemable Interests
 Registration Statement
 A-20




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Remaining Net Positive Adjustments
 Required Allocations
 Reset MQD
 Reset Notice
 Residual Gain Residual Loss
 Retained Converted Subordinated Unit
 Second Liquidation Target Amount
 Second Target Distribution
 Securities Act
 Securities Exchange Act
 Share of Additional Book Basis Derivative Items
 A-21




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##### 



SNG
 Special Approval
 Subordinated Unit
 Subordination Period
   A-22




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##### 



Subsidiary
 Substituted Limited Partner
 Surviving Business Entity
 Target Distributions
 Taxation Certification
 A-23




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##### 



Third Liquidation Target Amount
 Third Target Distribution
 Trading Day
 transfer
 Transfer Agent provided
 Transfer Application
 Underwriter
 Underwriting Agreement
 Unit
 Unit Majority
 Unitholders
 Unpaid MQD
 A-24




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Unrealized Gain
 Unrealized Loss
 Unrecovered Initial Unit Price
 U.S. GAAP
 WIC
 Withdrawal Opinion of Counsel
 Working Capital Borrowings provided
 WYCO
 Section 1.2 Construction
  A-25




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ARTICLE II
 ORGANIZATION
 Section 2.1 Formation
  Section 2.2 Name
  Section 2.3 Registered Office; Registered Agent; Principal Office; Other Offices
  Section 2.4 Purpose and Business
  A-26




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##### 



provided, however
 Section 2.5 Powers
  Section 2.6 Power of Attorney
   A-27




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##### 



provided
   Section 2.7 Term
  Section 2.8 Title to Partnership Assets
  A-28




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##### 



provided, however provided further
 Section 2.9 Certain Undertakings Relating to the Separateness of the Partnership
     provided however
 A-29




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ARTICLE III
 RIGHTS OF LIMITED PARTNERS
 Section 3.1 Limitation of Liability
  Section 3.2 Management of Business
  Section 3.3 Outside Activities of the Limited Partners
  Section 3.4 Rights of Limited Partners
     A-30




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ARTICLE IV
 CERTIFICATES; RECORD HOLDERS; TRANSFER OF
PARTNERSHIP INTERESTS; REDEMPTION OF PARTNERSHIP INTERESTS
 Section 4.1 Certificates
 provided, however provided further
 A-31




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##### 



Section 4.2 Mutilated, Destroyed, Lost or Stolen Certificates
         A-32




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##### 



Section 4.3 Record Holders
  Section 4.4 Transfer Generally
    Section 4.5 Registration and Transfer of Limited Partner Interests
  A-33




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##### 



provided
     A-34




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##### 



Section 4.6 Transfer of the General Partners General Partner Interest
    Section 4.7 Transfer of Incentive Distribution Rights
  A-35




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##### 



Section 4.8 Restrictions on Transfers
  provided, however
      A-36




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##### 



Section 4.9 Tax Certifications; Ineligible Holders; Citizenship Certificates; Non-citizen
Assignees
   A-37




---



##### 



A-38




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##### 



Section 4.10 Redemption of Partnership Interests of Non-citizen and Ineligible Holders
    A-39




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##### 



ARTICLE V
 CAPITAL CONTRIBUTIONS AND
ISSUANCE OF PARTNERSHIP INTERESTS
 Section 5.1 Organizational Contributions
  A-40




---



##### 



Section 5.2 Contributions by the General Partner and its Affiliates
     Section 5.3 Contributions by Initial Limited Partners
   A-41




---



##### 



Option Units
 Section 5.4 Interest and Withdrawal of Capital Contributions
  Section 5.5 Capital Accounts
  A-42




---



##### 



provided
      A-43




---



##### 



Retained Converted Subordinated Units
 provided, however
 A-44




---



##### 



Section 5.6 Issuances of Additional Partnership Securities
    A-45




---



##### 



Section 5.7 Conversion of Subordinated Units
       A-46




---



##### 



Section 5.8 Limited Preemptive Right
  Section 5.9 Splits and Combinations
  A-47




---



##### 



Section 5.10 Fully Paid and Non-Assessable Nature of Limited Partner Interests
  Section 5.11 Issuance of Class B Units in Connection with Reset of Incentive Distribution
Rights
  A-48




---



##### 



IDR Reset Election Aggregate Quantity of Class B Units
 Reset Notice
 provided, however
 A-49




---



##### 



Reset
MQD
  ARTICLE VI
 ALLOCATIONS AND DISTRIBUTIONS
 Section 6.1 Allocations for Capital Account Purposes
  A-50




---



##### 



Net Income
    provided, however
 Net Losses
 provided
 provided
  A-51




---



##### 



provided, however
 Net Termination Gains and Losses provided, however
   Unpaid MQD
   A-52




---



##### 



First Liquidation Target Amount
 Second Liquidation Target Amount
 Third Liquidation Target Amount
  A-53




---



##### 



Special Allocations
 Partnership Minimum Gain Chargeback
 Chargeback of Partner Nonrecourse Debt Minimum Gain
 A-54




---



##### 



Priority Allocations
    A-55




---



##### 



Qualified Income Offset
 Gross Income Allocations provided
 Nonrecourse Deductions
 Partner Nonrecourse Deductions
 Nonrecourse Liabilities
 A-56




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##### 



Code Section 754 Adjustments
 Economic Uniformity.
 Final Subordinated Units
 Converted Common Units
 A-57




---



##### 



Curative Allocation
   Corrective Allocations
 e.g.
 A-58




---



##### 



Section 6.2 Allocations for Tax Purposes
      A-59




---



##### 



provided, however
  A-60




---



##### 



provided,
however provided further
  Section 6.3 Requirement and Characterization of Distributions; Distributions to Record
Holders
    A-61




---



##### 



Section 6.4 Distributions of Available Cash from Operating Surplus
 During Subordination Period
       A-62




---



##### 



provided, however
 After Subordination Period
      A-63




---



##### 



provided, however
 Section 6.5 Distributions of Available Cash from Capital Surplus
  Section 6.6 Adjustment of Minimum Quarterly Distribution and Target Distribution Levels
   A-64




---



##### 



Section 6.7 Special Provisions Relating to the Holders of Subordinated Units and Class B
Units
 provided, however provided, however
  provided, however
 provided, however provided, however
 A-65




---



##### 



provided, however
 Section 6.8 Special Provisions Relating to the Holders of Incentive Distribution Rights
  Section 6.9 Entity-Level Taxation
 Incremental Income Taxes Estimated Incremental Quarterly Tax Amount provided
 A-66




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##### 



ARTICLE VII
 MANAGEMENT AND OPERATION OF BUSINESS
 Section 7.1 Management
       A-67




---



##### 



A-68




---



##### 



Section 7.2 Certificate of Limited Partnership
  Section 7.3 Restrictions on the General Partners Authority
 provided, however
 A-69




---



##### 



Section 7.4 Reimbursement of the General Partner
    A-70




---



##### 



Section 7.5 Outside Activities
    A-71




---



##### 



Affiliates
  Section 7.6 Loans from the General Partner; Loans or Contributions from the Partnership or
Group Members
 provided, however Group Member
   A-72




---



##### 



Section 7.7 Indemnification
 provided provided further
    A-73




---



##### 



Section 7.8 Liability of Indemnitees
   A-74




---



##### 



Section 7.9 Resolution of Conflicts of Interest; Standards of Conduct and Modification of
Duties
  A-75




---



##### 



A-76




---



##### 



Section 7.10 Other Matters Concerning the General Partner
    Section 7.11 Purchase or Sale of Partnership Securities
 provided
 A-77




---



##### 



Section 7.12 Registration Rights of the General Partner and its Affiliates
 Holder provided, however provided further, however provided, however
  A-78




---



##### 



provided, however provided further, however, provided, however
 provided
 A-79




---



##### 



Indemnified Persons provided, however
 provided, however
 A-80




---



##### 



Section 7.13 Reliance by Third Parties
  A-81




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##### 



ARTICLE VIII
 BOOKS, RECORDS, ACCOUNTING AND REPORTS
 Section 8.1 Records and Accounting
 provided
 Section 8.2 Fiscal Year
  Section 8.3 Reports
   A-82




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##### 



ARTICLE IX
 TAX MATTERS
 Section 9.1 Tax Returns and Information
  Section 9.2 Tax Elections
   Section 9.3 Tax Controversies
  A-83




---



##### 



Section 9.4 Withholding
  ARTICLE X
 ADMISSION OF PARTNERS
 Section 10.1 Admission of Initial Limited Partners
  Section 10.2 Admission of Substituted Limited Partners
  A-84




---



##### 



Section 10.3 Admission of Successor General Partner
 provided, however
 Section 10.4 Admission of Additional Limited Partners
      A-85




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##### 



Section 10.5 Amendment of Agreement and Certificate of Limited Partnership
  ARTICLE XI
 WITHDRAWAL OR REMOVAL OF PARTNERS
 Section 11.1 Withdrawal of the General Partner
 Event of
Withdrawal
       A-86




---



##### 



provided Withdrawal Opinion of Counsel
 A-87




---



##### 



Section 11.2 Removal of the General Partner
 2 3
 Section 11.3 Interest of Departing General Partner and Successor General Partner
 Combined Interest
 A-88




---



##### 



A-89




---



##### 



Section 11.4 Termination of Subordination Period, Conversion of Subordinated Units and
Extinguishment of Cumulative Common Unit Arrearages
 provided, however
 Section 11.5 Withdrawal of Limited Partners
 provided, however
 ARTICLE XII
 DISSOLUTION AND LIQUIDATION
 Section 12.1 Dissolution
    A-90




---



##### 



Section 12.2 Continuation of the Business of the Partnership After Dissolution
     provided
 Section 12.3 Liquidator
  A-91




---



##### 



Section 12.4 Liquidation
     A-92




---



##### 



Section 12.5 Cancellation of Certificate of Limited Partnership
  Section 12.6 Return of Contributions
  Section 12.7 Waiver of Partition
  Section 12.8 Capital Account Restoration
  ARTICLE XIII
 AMENDMENT OF PARTNERSHIP AGREEMENT;
MEETINGS; RECORD DATE
 Section 13.1 Amendments to be Adopted Solely by the General Partner
     A-93




---



##### 



provided
  A-94




---



##### 



Section 13.2 Amendment Procedures
 provided, however
 Section 13.3 Amendment Requirements
   A-95




---



##### 



Section 13.4 Special Meetings
  Section 13.5 Notice of a Meeting
  A-96




---



##### 



Section 13.6 Record Date
  Section 13.7 Adjournment
  Section 13.8 Waiver of Notice; Approval of Meeting; Approval of Minutes
  Section 13.9 Quorum and Voting
  A-97




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##### 



Section 13.10 Conduct of a Meeting
  Section 13.11 Action Without a Meeting
  A-98




---



##### 



Section 13.12 Right to Vote and Related Matters
 Outstanding
  ARTICLE XIV
 MERGER, CONSOLIDATION OR CONVERSION
 Section 14.1 Authority
  A-99




---



##### 



Merger Agreement Plan of Conversion
 Section 14.2 Procedure for Merger, Consolidation or Conversion
 provided, however
   Surviving Business Entity
    A-100




---



##### 



provided
         provided
  A-101




---



##### 



Section 14.3 Approval by Limited Partners
      A-102




---



##### 



Section 14.4 Certificate of Merger
  Section 14.5 Effect of Merger, Consolidation or Conversion
         A-103




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##### 



ARTICLE XV
 RIGHT TO ACQUIRE LIMITED PARTNER INTERESTS
 Section 15.1 Right to Acquire Limited Partner Interests
  Notice of Election to Purchase
 A-104




---



##### 



ARTICLE XVI
 GENERAL PROVISIONS
 Section 16.1 Addresses and Notices; Written Communications
  A-105




---



##### 



Section 16.2 Further Action
  Section 16.3 Binding Effect
  Section 16.4 Integration
  Section 16.5 Creditors
  Section 16.6 Waiver
  A-106




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##### 



Section 16.7 Third-Party Beneficiaries
  Section 16.8 Counterparts
  Section 16.9 Applicable Law
  Section 16.10 Invalidity of Provisions
  Section 16.11 Consent of Partners
  Section 16.12 Facsimile Signatures
  [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]
 A-107




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##### 



IN WITNESS WHEREOF
 GENERAL PARTNER
EL PASO PIPELINE GP COMPANY, L.L.C.By:
    /s/ Robert W. BakerName:
    Robert W. BakerTitle:
    Executive Vice President and General
Counsel ORGANIZATIONAL LIMITED PARTNER
EL PASO PIPELINE LP HOLDINGS, L.L.C.By:
    /s/ Marguerite Woung-ChapmanName:
    Marguerite Woung-ChapmanTitle:
    President and Chief Executive OfficerLIMITED PARTNERS:
All Limited Partners now and hereafter admitted as
Limited Partners of the Partnership, pursuant to
powers of attorney now and hereafter executed in
favor of, and granted and delivered to the General
Partner. EL PASO PIPELINE GP COMPANY, L.L.C.By:
    /s/ Robert W. BakerName:
    Robert W. BakerTitle:
    Executive Vice President and General
Counsel [Signature Page  First Amended & Restated Agreement
of Limited Partnership of El Paso Pipeline Partners, L.P.]




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##### 



EXHIBIT A
to the First Amended and Restated
Agreement of Limited Partnership of
El Paso Pipeline Partners, L.P.

Certificate Evidencing Common Units
Representing Limited Partner Interests in
El Paso Pipeline Partners, L.P.
 No.
    
    Common Units
 Partnership Agreement Partnership   Holder Common Units
   A-1




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##### 



Dated:
    
    El Paso Pipeline Partners, L.P.Countersigned and Registered by:
    
    By: El Paso Pipeline GP Company, L.L.C.,
       its General PartnerBy:as Transfer Agent and Registrar
    
    Name:By:
    
    
    
    By:Authorized Signature
    
    
    
    Secretary
 A-2




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##### 



ABBREVIATIONS
  TEN COM -
    
    as tenants in common
    
    UNIF GIFT/TRANSFERS MIN ACTTEN ENT -
    
    as tenants by the entireties
    
    
    
    CustodianJT TEN -
    
    as joint tenants with right of
survivorship and not
    
    (Cust)
    
    
    
    (Minor)as tenants in common
    
    under Uniform Gifts/Transfers
to CD Minors Act (State)
  
 (Please print or typewrite name and
address of Assignee)
    
    (Please insert Social Security or
other identifying number of
Assignee)
 
  THE SIGNATURE(S) MUST BE
GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS
WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION
PROGRAM), PURSUANT TO S.E.C.
RULE 17Ad-15
 NOTE:
    
    The signature to any endorsement
hereon must correspond with the name as
written upon the face of this
Certificate in every particular, without
alteration, enlargement or change.(Signature)(Signature)
   A-3




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A-4




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APPLICATION FOR TRANSFER OF COMMON UNITS
 El Paso Pipeline
Partners, L.P., c/o El Paso Pipeline GP Company, L.L.C., 1001 Louisiana Street, Houston, Texas
77002; Attn: CFO
 Assignee Partnership 1
 Partnership Agreement
 
  
  
  
  
  
 1
    
    The Term Eligible Holder means (a) an individual or
entity subject to United States federal income taxation on the public utility
income generated by the Partnership; or (b) an entity not subject to United
States federal taxation on the public utility income generated by the
Partnership, so long as all of the entitys owners are subject to United States
federal taxation on the public utility income generated by the Partnership.
Individuals or entities are subject to United States federal taxation, in the
context of defining an Eligible Holder, to the extent they are taxable on the
items of income and gain allocated by the Partnership or would be taxable on
the items of income and gain allocated by the Partnership if they had no
offsetting deductions or tax credits unrelated to the ownership of the Common
Units. Schedule I below contains a list of various types of investors that are
categorized and identified as either Eligible Holders or Non-Eligible
Holders. A-5




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A-7




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SCHEDULE I
 Eligible Holders
  
    
    Individuals (U.S. or non-U.S.)
    
    C corporations (U.S. or non-U.S.)
    
    Tax exempt organizations subject to tax on unrelated business taxable income or
UBTI, including IRAs, 401(k) plans and Keough accounts
    
    S corporations with shareholders that are individuals, trusts or tax exempt
organizations subject to tax on UBTI
 Potentially Eligible Holders
  
    
    S corporations (unless they have ESOP shareholders*)
    
    Partnerships (unless their partners include mutual funds, real estate investment
trusts or REITs, governmental entities and agencies, S corporations with ESOP
shareholders* or other partnerships with such partners)
    
    Trusts (unless beneficiaries are not subject to tax)
 Non-Eligible Holders
 not
 
    
    Mutual Funds
    
    REITs
    
    Governmental entities and agencies
    
    S corporations with ESOP shareholders*
 
 *
    
    S corporations with ESOP shareholders are S
corporations with shareholders that include employee stock ownership plans. A-8




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Appendix B
 APPLICATION FOR TRANSFER OF COMMON UNITS
 El Paso Pipeline
Partners, L.P., c/o El Paso Pipeline GP Company, L.L.C., 1001 Louisiana Street, Houston, Texas,
77002; Attn: CFO
 Assignee Partnership *
 Partnership Agreement
 
  
  
  
  
 *
    
    The Term Eligible Holder means (a) an individual or
entity subject to United States federal income taxation on the public utility
income generated by the Partnership; or (b) an entity not subject to United
States federal taxation on the income generated by the Partnership, so long as
all of the entitys owners are subject to United States federal taxation on the
public utility income generated by the Partnership. Individuals or entities are
subject to United States federal taxation, in the context of defining an
Eligible Holder, to the extent they are taxable on the items of income and gain
allocated by the Partnership or would be taxable on the items of income and
gain allocated by the Partnership if they had no offsetting deductions or tax
credits unrelated to the ownership of the Common Units. Schedule I hereto
contains a list of various types of investors that are categorized and
identified as either Eligible Holders or Non-Eligible Holders. B-1




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   Code
    
 
  
 B-2




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B-3