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Exhibit
3.1
 FIRST AMENDED AND RESTATED
 GENERAL PARTNERSHIP AGREEMENT
 OF
 NORTHWEST PIPELINE GP
 BY AND BETWEEN
 WGPC HOLDINGS LLC
 AND
 WILLIAMS PIPELINE PARTNERS HOLDINGS LLC
 EFFECTIVE AS OF JANUARY 24, 2008




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TABLE OF CONTENTS
 1. CONVERSION TO GENERAL PARTNERSHIP
    
    
    11.1 Conversion
    
    
    11.2 Conversion Filings
    
    
    12. ORGANIZATIONAL MATTERS
    
    
    12.1 Name
    
    
    12.2 Principal Office
    
    
    12.3 Registered Office and Agent
    
    
    12.4 General Filings
    
    
    12.5 Purposes
    
    
    12.6 Term
    
    
    22.7 Definitions
    
    
    22.8 Locations of Other Definitions
    
    
    62.9 MLP Partnership Agreement
    
    
    73. CAPITAL AND CONTRIBUTIONS
    
    
    73.1 Initial Percentage Interests
    
    
    73.2 Capital Contributions
    
    
    73.3 Remedies for Non-Payment of Required Additional Capital Contributions
    
    
    83.4 Interest; Returns of Capital
    
    
    93.5 Loans From Partners
    
    
    94. PROFITS, LOSSES AND DISTRIBUTIONS
    
    
    104.1 Allocation of Profits and Losses
    
    
    104.2 Special Allocations
    
    
    104.3 Curative Allocations
    
    
    114.4 Allocation of Recapture Items
    
    
    114.5 Other Allocation Rules
    
    
    114.6 Income Tax Allocations
    
    
    114.7 Non-Liquidating Distributions
    
    
    124.8 Distributions In-Kind
    
    
    134.9 Liquidating Distributions
    
    
    135. MANAGEMENT OF PARTNERSHIP AND ITS ASSETS
    
    
    135.1 Creation of Management Committee
    
    
    135.2 Powers of the Management Committee
    
    
    145.3 Meetings of the Management Committee
    
    
    145.4 Quorum
    
    
    15
 i




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5.5 Voting
    
    
    155.6 Partnership Budget
    
    
    165.7 Partnership Expenses
    
    
    175.8 Partnership Officers
    
    
    175.9 Actions By Partners
    
    
    176. OTHER ACTIVITIES; CONFLICTS OF INTEREST
    
    
    186.1 Other Activities of Partners
    
    
    186.2 Conflicts of Interest
    
    
    197. FINANCIAL, ACCOUNTING AND TAX MATTERS
    
    
    197.1 Fiscal Year
    
    
    197.2 Capital Accounts
    
    
    197.3 Accounting Method; Books and Records
    
    
    207.4 Reports; Financial Statements; Audits
    
    
    217.5 General Tax Matters
    
    
    217.6 Tax Matters Partner
    
    
    227.7 Use of Cash
    
    
    237.8 Property
    
    
    238. TRANSFERS OF PARTNERSHIP INTERESTS
    
    
    238.1 Restrictions on Transfer
    
    
    238.2 Permitted Transfers
    
    
    238.3 Right of First Offer
    
    
    248.4 Conditions to Transfer
    
    
    248.5 Specific Enforcement
    
    
    259. ADDITIONAL PARTNERS
    
    
    2510. DISSOLUTION AND TERMINATION
    
    
    2510.1 Unilateral Acts Prohibited
    
    
    2510.2 Events of Dissolution
    
    
    2610.3 Winding Up, Liquidation and Distribution of Assets
    
    
    2610.4 Purchase Procedures
    
    
    2711. OPERATION OF THE PARTNERSHIP
    
    
    2812. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PARTNERS
    
    
    2813. NOTICES
    
    
    28
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14. INDEMNIFICATION
    
    
    2914.1 Indemnification by the Partnership
    
    
    2914.2 Indemnification by the Partners
    
    
    2914.3 Right of Partnership Indemnitee to Advances for Expenses
    
    
    3014.4 Defense of Action
    
    
    3015. MISCELLANEOUS
    
    
    3115.1 Amendments
    
    
    3115.2 Binding and Entire Agreement
    
    
    3115.3 Governing Law
    
    
    3115.4 Effect of Inconsistencies with the Act
    
    
    3115.5 Severability
    
    
    3115.6 Waivers
    
    
    3115.7 Rights and Remedies Cumulative
    
    
    3115.8 Dispute Resolution
    
    
    3115.9 Counterparts
    
    
    3215.10 Section Headings
    
    
    3215.11 Construction
    
    
    3215.12 Brokers
    
    
    3315.13 Further Assurances
    
    
    3315.14 Waiver of Certain Damages
    
    
    3315.15 Certificates of Interest
    
    
    3315.16 No
Third-Party Beneficiaries
    
    
    33
 EXHIBITS
 Exhibit 3.1
    
    Percentage InterestsExhibit 13
    
    Partner Addresses
 iii




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FIRST AMENDED AND RESTATED  GENERAL PARTNERSHIP AGREEMENT
 Williams Partner MLP Partner Partnership Original Agreement Partners Partner
 1. CONVERSION TO GENERAL PARTNERSHIP.
 Conversion Corporation Act
 Conversion Filings
 2. ORGANIZATIONAL MATTERS.
 Name
 Principal Office
 Registered Office and Agent
 General Filings
 Purposes




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provided however
 Term
 Definitions
 Affiliate
 Available Cash plus minus provided however
 Capital Account
 Capital Contribution
 CHC Project
 Code
 2




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Contract
 Control
 Effective Date
 Event of Withdrawal
    FERC
 Governmental Authority
 Group Members
 Indebtedness
 Interest
 3




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IPO
 IPO Closing Date
 Judgment
 Legal Requirements
 Lien
 Majority Vote
 Master Services Agreement
 MLP
 MLP Partner
 MLP Partnership Agreement
 Percentage Interest Exhibit 3.l
 Person
 Pipeline System
 Prime Rate
 4




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Pro Rata
 Profits Losses
       Quarter
 Registration Statement
 Subsidiary
 5




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Transaction Documents
 Transfer
 Treasury Regulations
 Unanimous Vote
 Locations of Other Definitions
 Terms
    
    
    Section of Location704(c) Property
    
    
    4.6(b)Act
    
    
    1.1Additional Agreement
    
    
    12(b)Adjusted Property
    
    
    4.6(c)Book-Tax Disparity
    
    
    4.6(c)Budget
    
    
    5.6(d)Certificates
    
    
    15.15CHC Capital Contribution
    
    
    3.2(b)Corporation
    
    
    1.1Default Rate
    
    
    3.3Defaulting Partner
    
    
    3.3Event of Dissolution
    
    
    10.2GAAP
    
    
    7.3Indemnified Losses
    
    
    14.1Indemnified Party
    
    
    14.4Indemnifying Party
    
    
    14.4Indemnitor
    
    
    14.2Liquidating Partner
    
    
    10.3(a)
 6




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Terms
    
    
    Section of LocationLosses
    
    
    2.7(ee)Management Committee
    
    
    5.1(a)Negotiation Period
    
    
    8.3(c)Non-Defaulting Partner
    
    
    3.3Non-Selling Partners
    
    
    8.3(a)Notice of Dispute
    
    
    15.8(b)Offered Interest
    
    
    8.3(a)Operating Loans
    
    
    3.5(a)Partner, Partners
    
    
    PreamblePartner Indemnitee
    
    
    14.2Partnership
    
    
    1.1Partnership Accountants
    
    
    7.4(c)Partnership Budget
    
    
    5.6(a)Partnership Indemnitee
    
    
    14.1Prior Partnership Budget
    
    
    5.6(c)Purchase Notice
    
    
    8.3(b)Reestimated Partnership Budget
    
    
    5.6(d)Remedial Method
    
    
    4.6(b)Representatives
    
    
    5.1(a)Sale Offer
    
    
    8.3(a)Selling Partner
    
    
    8.3(a)Tax Information Notice
    
    
    7.5(b)Third Party Action
    
    
    14.4TMP
    
    
    7.6(a)Williams Partner
    
    
    Preamble
 MLP Partnership Agreement
 3. CAPITAL AND CONTRIBUTIONS.
 Initial Percentage Interests Exhibit 3.1 Exhibit 3.1
 Capital Contributions
  7




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CHC Capital
Contributions
 provided, however,
  Remedies for Non-Payment of Required Additional Capital Contributions Default Rate Defaulting
Partner Non-Defaulting Partner
 8




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Interest; Returns of Capital
 Loans From Partners
 Operating Loans
  9




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4. PROFITS, LOSSES AND DISTRIBUTIONS.
 Allocation of Profits and Losses
 Special Allocations
      10




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Curative Allocations
 Allocation of Recapture Items
 Other Allocation Rules
  provided however
 Income Tax Allocations
  704(c) Property
 11




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Remedial
Method
 Book-Tax Disparity Adjusted Property
   Non-Liquidating Distributions
 provided, however, provided, further,
   12




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Distributions In-Kind
 Liquidating Distributions
 5. MANAGEMENT OF PARTNERSHIP AND ITS ASSETS.
 Creation of Management Committee
 Management Committee Representatives
 Williams Partner:
    
    Donald R. ChappelOne Williams CenterTulsa, OK 74172-0172Facsimile (918) 573-0871MLP Partner:
    
    Phillip D. Wright2800 Post Oak Blvd.Houston, TX 77056Facsimile (713) 215-4269
   13




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Powers of the Management Committee
    Meetings of the Management Committee
   14




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Quorum
 Voting
        15




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Partnership Budget
 Partnership
Budget
   16




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Prior Partnership Budget provided however further provided
 Reestimated Partnership Budget Budget
 Partnership Expenses
 Partnership Officers
 Actions By Partners
   17




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6. OTHER ACTIVITIES; CONFLICTS OF INTEREST.
 Other Activities of Partners
     18




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Conflicts of Interest
 7. FINANCIAL, ACCOUNTING AND TAX MATTERS.
 Fiscal Year
 Capital Accounts
     19




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provided however
 de minimis de minimis
  Accounting Method; Books and Records provided however
 20




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Reports; Financial Statements; Audits
      Partnership Accountants
 General Tax Matters
  21




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Tax Information Notice
 Tax Matters Partner
 TMP
 provided however
 22




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Use of Cash
 Property
 8. TRANSFERS OF PARTNERSHIP INTERESTS.
 Restrictions on Transfer
   Permitted Transfers
 23




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Right of First Offer
 Selling Partner Offered Interest Non-Selling Partners Sale Offer
 Purchase Notice
 Negotiation Period
  provided, however
 Conditions to Transfer
  24




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Specific Enforcement
 9. ADDITIONAL PARTNERS.
 provided WPP
Merger Contribution
 10. DISSOLUTION AND TERMINATION.
 Unilateral Acts Prohibited
 25




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Events of Dissolution Event of Dissolution
      Winding Up, Liquidation and Distribution of Assets
 Liquidating Partner Liquidating
Partner
 Winding Up and Liquidation
      26




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In-Kind Distributions
 Deficit Capital Accounts
 Complete Return of Capital
 Date of Termination
 Purchase Procedures
   27




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11. OPERATION OF THE PARTNERSHIP.
  12. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PARTNERS.
  Organization and Qualification
 Authority Additional Agreement
 No Conflict
 13. NOTICES.
 Exhibit 13
 28




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14. INDEMNIFICATION.
 Indemnification by the Partnership Partnership
Indemnitee Indemnified Losses nolo
contendere
 Indemnification by the Partners Indemnitor Partner Indemnitee
 29




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Right of Partnership Indemnitee to Advances for Expenses
 Defense of Action Indemnified Party Third Party Action Indemnifying Party
 30




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15. MISCELLANEOUS.
 Amendments
 Binding and Entire Agreement
 Governing Law
 Effect of Inconsistencies with the Act
 Severability
 Waivers
 Rights and Remedies Cumulative
 31




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Dispute Resolution
 Scope
 Senior Party Negotiation Notice of
Dispute
 Litigation
 Sole Procedures
 Counterparts
 Section Headings
 Construction vice versa vice versa
 32




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Brokers
 Further Assurances
 Waiver of Certain Damages
 Certificates of Interest Certificates
 No Third-Party Beneficiaries
 33




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WILLIAMS PARTNER:
    WGPC HOLDINGS LLCBy:
    /s/ Phillip D. WrightPhillip D. Wright, ManagerDate: January 24, 2008MLP PARTNER:
    WILLIAMS PIPELINE PARTNERS HOLDINGS LLCBy:
    /s/ Phillip D. WrightPhillip D. Wright, ManagerDate: January 24, 2008




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EXHIBIT 3.1
 Percentage Interests
 as of January 24, 2008
 Partner
    
    Percentage InterestWilliams Partner
    
    
    65
    %MLP Partner
    
    
    35
    %




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EXHIBIT 13
 Partner Addresses
 WGPC Holdings LLC  One Williams Center, Suite 4700  Tulsa, Oklahoma 74172
 Williams Pipeline Partners Holdings LLC  One Williams Center, Suite 4700  Tulsa, Oklahoma 74172