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AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
EL PASO PIPELINE GP COMPANY, L.L.C.
A DELAWARE LIMITED LIABILITY COMPANY
DATED AS OF
NOVEMBER 21, 2007




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TABLE OF CONTENTS
 Article I Definitions
    
    
    4SECTION 1.01 Definitions
    
    
    4SECTION 1.02 Construction
    
    
    10Article II Organization
    
    
    10SECTION 2.01 Formation
    
    
    10SECTION 2.02 Name
    
    
    10SECTION 2.03 Registered Office; Registered Agent; Principal Office
    
    
    10SECTION 2.04 Purposes
    
    
    10SECTION 2.05 Term
    
    
    11SECTION 2.06 No State Law Partnership
    
    
    11SECTION 2.07 Title to Company Assets
    
    
    11SECTION 2.08 Certain Undertakings Relating to Separateness
    
    
    11SECTION 2.09 Liability of Members, Directors And Officers
    
    
    12Article III Membership
    
    
    12SECTION 3.01 Membership Interests; Additional Members
    
    
    12SECTION 3.02 Access To Information
    
    
    13SECTION 3.03 Liability
    
    
    13SECTION 3.04 Resignation
    
    
    13Article IV Capital Contributions
    
    
    13SECTION 4.01 Initial Capital Contributions
    
    
    13SECTION 4.02 Loans
    
    
    14SECTION 4.03 Return of Contributions
    
    
    14SECTION 4.04 Capital Accounts
    
    
    14Article V Distributions And Allocations
    
    
    14SECTION 5.01 Allocations for Capital Account Purposes
    
    
    14SECTION 5.02 Tax Allocations
    
    
    15SECTION 5.03 Distributions
    
    
    15SECTION 5.04 Varying Interests
    
    
    16SECTION 5.05 Limitations on Distributions
    
    
    16Article VI Management
    
    
    16SECTION 6.01 Management by Board of Directors
    
    
    16SECTION 6.02 Number; Qualification; Tenure
    
    
    16SECTION 6.03 Regular Meetings
    
    
    17SECTION 6.04 Special Meetings
    
    
    17SECTION 6.05 Notice
    
    
    17SECTION 6.06 Action By Consent of Board or Committee of Board
    
    
    17SECTION 6.07 Conference Telephone Meetings
    
    
    17SECTION 6.08 Quorum
    
    
    18SECTION 6.09 Vacancies; Increases in the Number of Directors
    
    
    18SECTION 6.10 Committees
    
    
    18
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SECTION 6.11 Removal
    
    
    19SECTION 6.12 Compensation of Directors
    
    
    19Article VII Officers
    
    
    19SECTION 7.01 Appointed Officers
    
    
    19SECTION 7.02 Election and Term of Office
    
    
    20SECTION 7.03 Chairman of the Board
    
    
    20SECTION 7.04 Chief Executive Officer
    
    
    20SECTION 7.05 President
    
    
    20SECTION 7.06 Chief Financial Officer
    
    
    21SECTION 7.07 Chief Operating Officer
    
    
    21SECTION 7.08 Vice Presidents
    
    
    21SECTION 7.09 Treasurer
    
    
    21SECTION 7.10 Secretary
    
    
    21SECTION 7.11 Powers of Attorney
    
    
    22SECTION 7.12 Delegation of Authority
    
    
    22SECTION 7.13 Expenses
    
    
    22SECTION 7.14 Removal
    
    
    22SECTION 7.15 Vacancies
    
    
    22Article VIII Member Meetings
    
    
    22SECTION 8.01 Meetings
    
    
    22SECTION 8.02 Notice of a Meeting
    
    
    23SECTION 8.03 Action by Consent of Members
    
    
    23SECTION 8.04 Member Vote
    
    
    23SECTION 8.05 In the Event of a Sole Member
    
    
    23Article IX Outside Activities and Indemnification of Directors, Officers, Employees and
Agents
    
    
    23SECTION 9.01 Outside Activities
    
    
    23SECTION 9.02 Indemnification
    
    
    24SECTION 9.03 Exculpation of Liability of Indemnitees
    
    
    26SECTION 9.04 Resolution of Conflicts of Interest; Standards of Conduct and Modification of
Duties
    
    
    26Article X Taxes
    
    
    27SECTION 10.01 Tax Returns
    
    
    27SECTION 10.02 Tax Elections
    
    
    27SECTION 10.03 Tax Matters Member
    
    
    28Article XI Books, Records, Reports, and Bank Accounts
    
    
    28SECTION 11.01 Maintenance of Books
    
    
    28SECTION 11.02 Reports
    
    
    28SECTION 11.03 Bank Accounts
    
    
    29Article XII Dissolution, Winding-Up, Termination and Conversion
    
    
    29SECTION 12.01 Dissolution
    
    
    29
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SECTION 12.02 Winding-Up and Termination
    
    
    29SECTION 12.03 Deficit Capital Accounts
    
    
    30SECTION 12.04 Certificate of Cancellation
    
    
    30Article XIII General Provisions
    
    
    30SECTION 13.01 Offset
    
    
    30SECTION 13.02 Notices
    
    
    31SECTION 13.03 Entire Agreement; Superseding Effect
    
    
    31SECTION 13.04 Effect of Waiver or Consent
    
    
    31SECTION 13.05 Amendment or Restatement
    
    
    32SECTION 13.06 Binding Effect
    
    
    32SECTION 13.07 Governing Law; Severability
    
    
    32SECTION 13.08 Further Assurances
    
    
    32SECTION 13.09 Waiver of Certain Rights
    
    
    33SECTION 13.10 Counterparts
    
    
    33SECTION 13.11 Jurisdiction
    
    
    33
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AMENDED AND RESTATED LIMITED LIABILITY
COMPANY AGREEMENT OF EL PASO PIPELINE GP COMPANY, L.L.C.
A Delaware Limited Liability Company
 Agreement Company Holding Co.
 RECITALS
 Company
 Delaware Certificate Original
Filing Date 6 Del.C. et seq Act
 ARTICLE I
 DEFINITIONS
 Definitions
 Act
 Adjusted Capital Account
    Affiliate




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control controlling controlled
 Agreement
 Allocation Regulations
 Applicable Law
 Assignee provided, however,
  Bankruptcy Bankrupt




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Board
 Business Day
 Capital Account
 Capital Contribution
 Carrying Value
 Change of Control
 Claim
 Code




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Commission
 Common Units
 Company
 Company Property
 Conflicts Committee
 Contribution Agreement
 Day provided, however,
 Delaware Certificate
 Director Directors
 Dispose Disposing Disposition
 Dissolution Event
 Encumber Encumbering Encumbrance
 GAAP
 Governmental Authority Governmental
 Group Member
 Group Member Agreement




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Holding Co.
 Incentive Plan
 Indemnitee provided,
 Independent Director
 LTIP
 Member
 Membership Interest
 Notices
 NYSE




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Omnibus Agreement
 Original Filing Date
 Partnership
 Partnership Agreement
 Partnership Group
 Person
 Phase In Period
 Registered Public Accountants
 Sharing Ratio provided, however,
 Special Approval
 Subsidiary
 Tax Matters Member
 Term
 Treasury Regulations




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Voting Securities
 Withdraw Withdrawing Withdrawal
  Construction
  ARTICLE II
 ORGANIZATION
 Formation
  Name
 El Paso Pipeline GP Company, L.L.C.
 Registered Office; Registered Agent; Principal Office
  Purposes




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Term
 Term
 No State Law Partnership
  Title to Company Assets
  Certain Undertakings Relating to Separateness
 Separateness Generally
 Separate Records




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Separate Assets
 No Effect
 Liability of Members, Directors And Officers
  ARTICLE III
 MEMBERSHIP
 Membership Interests; Additional Members
 Exhibit A Exhibit A




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Access To Information
 provided, however,
 Liability
  Resignation
  ARTICLE IV
 CAPITAL CONTRIBUTIONS
 Initial Capital Contributions
 Exhibit A Exhibit A




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Loans
  Return of Contributions
  Capital Accounts
 et. seq.
 ARTICLE V
 DISTRIBUTIONS AND ALLOCATIONS
 Allocations for Capital Account Purposes
  Qualified Income Offset
 Nonrecourse Debt Allocations




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Gross Income Allocations provided,
 Code Section 754 Adjustment.
 Curative Allocation Regulatory Allocations
 Tax Allocations
  Distributions.




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Varying Interests
  Limitations on Distributions
  ARTICLE VI
 MANAGEMENT
 Management by Board of Directors.
 Board
 Number; Qualification; Tenure
 Director Directors




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NYSE Phase In
Period
 Regular Meetings
  Special Meetings
  Notice
    Action By Consent of Board or Committee of Board
  Conference Telephone Meetings




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Quorum
  Vacancies; Increases in the Number of Directors
  Committees
  Audit Committee provided however Independent
Director
 Conflicts Committee




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provided, however,
 Removal
  Compensation of Directors
 provided however
 ARTICLE VII
 OFFICERS
 Appointed Officers




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Election and Term of Office
  Chairman of the Board
  Chief Executive Officer
  President




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Chief Financial Officer
  Chief Operating Officer
  Vice Presidents
  Treasurer
   Secretary




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Powers of Attorney
  Delegation of Authority
  Expenses
  Removal
  Vacancies
  ARTICLE VIII
 MEMBER MEETINGS
 Meetings




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Notice of a Meeting
   Action by Consent of Members
  Member Vote
  In the Event of a Sole Member
  ARTICLE IX
 OUTSIDE ACTIVITIES AND INDEMNIFICATION OF DIRECTORS,
OFFICERS, EMPLOYEES AND AGENTS
 Outside Activities.




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Indemnification provided,




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Exculpation of Liability of Indemnitees
    Resolution of Conflicts of Interest; Standards of Conduct and Modification
of Duties




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ARTICLE X
 TAXES
 Tax Returns
  Tax Elections




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Tax Matters Member
 Tax Matters Member
 ARTICLE XI
 BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS
 Maintenance of Books
   Reports




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Bank Accounts
  ARTICLE XII
 DISSOLUTION, WINDING-UP, TERMINATION AND CONVERSION
 Dissolution
 Dissolution Event
     Winding-Up and Termination




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Deficit Capital Accounts
  Certificate of Cancellation
  ARTICLE XIII
 GENERAL PROVISIONS
 SECTION 13.01 Offset.




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Notices
 Notices
  
  
 Entire Agreement; Superseding Effect
  Effect of Waiver or Consent




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Amendment or Restatement
  Binding Effect
  Governing Law; Severability
 THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE
OF DELAWARE, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR
THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION.
 Further Assurances




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Waiver of Certain Rights
  Counterparts
  Jurisdiction




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MEMBER:EL PASO PIPELINE HOLDING COMPANY, L.L.C.By:
    
    /s/ Marguerite Woung-ChapmanName:
    
    Marguerite Woung-ChapmanTitle:
    
    President and Chief Executive Officer




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EXHIBIT A
 MEMBER
    
    MEMBERSHIP INTEREST
    
    CAPITAL CONTRIBUTIONEl Paso Pipeline Holding Company, L.L.C.
    
    
    100
    %
    
    $
    1,000