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Exhibit
3.3
  FIRST AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
 OF
 SPECTRA ENERGY PARTNERS GP, LLC
A Delaware Limited Liability Company




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FIRST AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
SPECTRA ENERGY PARTNERS GP, LLC
A Delaware Limited Liability Company
 TABLE OF CONTENTS
 ARTICLE 1DEFINITIONS1.01
    
    Definitions1.02
    
    ConstructionARTICLE 2ORGANIZATION2.01
    
    Formation
    
    
    22.02
    
    Name
    
    
    22.03
    
    Registered Office; Registered Agent; Principal Office; Other Offices
    
    
    22.04
    
    Purpose
    
    
    22.05
    
    Term
    
    
    22.06
    
    No State-Law Partnership; Withdrawal
    
    
    22.07
    
    Certain Undertakings Relating to Separateness
    
    
    3ARTICLE 3MATTERS RELATING TO MEMBERS3.01
    
    Members
    
    
    43.02
    
    Creation of Additional Membership Interest
    
    
    43.03
    
    Liability to Third Parties
    
    
    4ARTICLE 4CAPITAL CONTRIBUTIONS4.01
    
    Capital Contributions
    
    
    54.02
    
    Loans
    
    
    54.03
    
    Return of Contributions
    
    
    5ARTICLE 5DISTRIBUTIONS5.01
    
    Distributions
    
    
    5ARTICLE 6MANAGEMENT6.01
    
    Management
    
    
    56.02
    
    Board of Directors
    
    
    86.03
    
    Officers
    
    
    106.04
    
    Duties of Officers and Directors
    
    
    126.05
    
    Compensation
    
    
    126.06
    
    Indemnification
    
    
    12
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6.07
    
    Liability of Indemnitees
    
    
    146.08
    
    Outside Activities6.09
    
    Resolution of Conflicts of Interest; Standard of Conduct
and Modification of DutiesARTICLE 7TAX MATTERS7.01
    
    Tax Returns and Tax Characterization
    
    
    15ARTICLE 8BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS8.01
    
    Maintenance of Books
    
    
    158.02
    
    Reports
    
    
    158.03
    
    Bank Accounts
    
    
    15ARTICLE 9DISSOLUTION, WINDING-UP AND TERMINATION9.01
    
    Dissolution
    
    
    169.02
    
    Winding-Up and Termination
    
    
    16ARTICLE 10MERGER, CONSOLIDATION OR CONVERSION10.01
    
    Authority
    
    
    1710.02
    
    Procedure for Merger, Consolidation or Conversion
    
    
    1710.03
    
    Approval by Members of Merger or Consolidation
    
    
    1910.04
    
    Certificate of Merger, Consolidation or Conversion
    
    
    19ARTICLE 11GENERAL PROVISIONS11.01
    
    Notices
    
    
    2011.02
    
    Entire Agreement; Supersedure
    
    
    2111.03
    
    Effect of Waiver or Consent
    
    
    2111.04
    
    Amendment or Restatement
    
    
    2111.05
    
    Binding Effect
    
    
    2111.06
    
    Governing Law; Severability
    
    
    2111.07
    
    Further Assurances
    
    
    2211.08
    
    Offset
    
    
    2211.09
    
    Counterparts
    
    
    22
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FIRST AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
SPECTRA ENERGY PARTNERS GP, LLC
 Agreement Company Effective Date SET
 RECITALS
  Existing Agreement
  AGREEMENTS
  ARTICLE 1
DEFINITIONS
 1.01 Definitions
 1.02 Construction
 [Signature Page to First A&R Limited Liability Company Agreement of Spectra Energy Partners GP, LLC]




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ARTICLE 2
ORGANIZATION
 2.01 Formation Organizational Certificate
 2.02 Name
 2.03 Registered Office; Registered Agent; Principal Office; Other Offices.
 2.04 Purpose.
 2.05 Term.
 2.06 No State-law Partnership; Withdrawal. provided however
 2




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2.07 Certain Undertakings Relating to Separateness
 Separateness Generally
 Separate Records
 Separate Assets
 Separate Name
 Separate Credit
 3




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Separate Formalities
 No Effect
 ARTICLE 3
MATTERS RELATING TO MEMBERS
 3.01 Members.
 3.02 Creation of Additional Membership Interest.
 3.03 Liability to Third Parties.
 4




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ARTICLE 4
CAPITAL CONTRIBUTIONS
 4.01 Capital Contributions.
  Capital Contribution
 4.02 Loans.
 4.03 Return of Contributions.
 ARTICLE 5
DISTRIBUTIONS
 5.01 Distributions . Distribution Date
 ARTICLE 6
MANAGEMENT
 6.01 Management.
 Board of Directors Board


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.
  6




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Purpose and Business
 Transfer of the General Partners General Partner Interest Transfer of Incentive Distribution Rights
 Contributions by the General Partner and its Affiliates
 Limited Preemptive Right
 Issuance of Class B Units in Connection with Reset of Incentive
Distribution Rights
 Purchase and
Sale of Partnership Securities
 Loans from the General Partner; Loans or Contributions from the
Partnership or Group Members
 Indemnification
 Registration Rights of the General Partner and its Affiliates
 7




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Withdrawal of the General Partner
 Interest of Departing General Partner and Successor General
Partner
 Right to Acquire Limited Partner Interests
 6.02 Board of Directors.
 Generally. provided IPO Independent Director provided however
 Term; Resignation; Vacancies; Removal.
 Voting; Quorum
   8




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Meetings
 Committees
 provided however provided however
 9




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Conflicts Committee Independent Director
 Audit Committee
 6.03 Officers.
 Generally Officers
 Titles and Number
 10




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Appointment and Term of Office
 Chairman of the Board
 President and Chief Executive Officer
 Chief Financial Officer
 Vice Presidents
 11




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Secretary and Assistant Secretaries
 Treasurer and Assistant Treasurers
 Powers of Attorney
 Delegation of Authority
 Tenure
 6.04 Duties of Officers and Directors.
 6.05 Compensation.
 6.06 Indemnification.
 12




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provided
     13




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6.07 Liability of Indemnitees.
   14




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ARTICLE 7
TAX MATTERS
 7.01 Tax Returns and Tax Characterization.
   ARTICLE 8
BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS
 8.01 Maintenance of Books
   8.02 Reports
 8.03 Bank Accounts
 15




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ARTICLE 9
DISSOLUTION, WINDING-UP AND TERMINATION
 9.01 Dissolution
 Dissolution Event
       9.02 Winding-Up and Termination
   16




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ARTICLE 10
MERGER, CONSOLIDATION OR CONVERSION
 10.01 Authority Merger
Agreement Plan of Conversion Surviving Business Entity
 10.02 Procedure for Merger, Consolidation or Conversion
  17




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18




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10.03 Approval by Members of Merger or Consolidation
    10.04 Certificate of Merger, Consolidation or Conversion.
        19




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ARTICLE 11
GENERAL PROVISIONS
 11.01 Notices provided however
 20




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11.02 Entire Agreement; Supersedure
 11.03 Effect of Waiver or Consent
 11.04 Amendment or Restatement .
 11.05 Binding Effect
 11.06 Governing Law; Severability
 21




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11.07 Further Assurances
 11.08 Offset
 11.09 Counterparts
 [Signature Page Follows]
 22




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MEMBER:
SPECTRA ENERGY TRANSMISSION, LLCBy:

/s/
Martha B. WyrschName:
    Martha B. WyrschTitle:
    President
and Chief Executive Officer [Signature Page to First A&R Limited Liability Company Agreement of Spectra Energy Partners GP, LLC]




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Attachment I
 Defined Terms
 Affiliate
 Agreement
 Audit Committee
 Available Cash
 Bankruptcy or Bankrupt
 Board of Directors or Board
 Business Day
 Capital Contribution
 Class B Units
 Commitment
 A-1




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Common Unit
 Company
 Conflicts Committee 
 Contribution Agreement
 Control 
 Day provided however
 Delaware Act
 Delaware General Corporation Law
 Director
 Dissolution Event
 Distribution Date
 Effective Date
 Equity Interest
 Existing Agreement
 Extraordinary Approval
 A-2




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Group Member
 Incentive Distribution Rights
 Indemnitee provided
 Independent Director
 IPO
 Liability
 Member
 Membership Interest
 Merger Agreement
 MLP
 MLP Interests
 MLP Partnership Agreement
 National Securities Exchange
 A-3




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Officers
 Omnibus Agreement
 Organizational Certificate
 Partnership Securities
 Person
 Plan of Conversion
 Quarter
 SEC
 SEP GP
 SEP GP Agreement
 SET
 Special Approval
 Subsidiary
 A-4




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Surviving Business Entity
 Underwriting Agreement
 Units
 Voting Stock
 Withdraw, Withdrawing and Withdrawal
 A-5