AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED
                       AGREEMENT OF LIMITED PARTNERSHIP OF
                       KINDER MORGAN ENERGY PARTNERS, L.P.


This  Amendment  No. 2 to the Second  Amended and Restated  Agreement of Limited
Partnership of Kinder Morgan Energy Partners, L.P. (this "Amendment") is made as
of the 21st day of  December,  2000,  by Kinder  Morgan  G.P.,  Inc., a Delaware
corporation  (the  "General  Partner"),   in  its  individual  capacity  and  as
attorney-in-fact  for the Limited  Partners of Kinder  Morgan  Energy  Partners,
L.P.,  in  accordance  with  Article XV of the  Partnership  Agreement  (as such
capitalized terms are defined below).


                                    RECITALS

         A. The General  Partner is the sole  general  partner of Kinder  Morgan
Energy  Partners,  L.P.,  a Delaware  limited  partnership  (the  "Partnership")
organized under a Second Amended and Restated  Agreement of Limited  Partnership
effective as of February 14, 1997 (the "Partnership Agreement").

         B. The General Partner and the Partnership entered into a  Contribution
Agreement  dated October 19, 2000 (the  "Contribution  Agreement")  among Kinder
Morgan,  Inc.,  a Kansas  corporation  ("KMI"),  MidCon Gas  Services  Corp.,  a
Delaware corporation  ("MGSC"),  KN Gas Gathering,  Inc., a Colorado corporation
("KN Gas"), the General Partner and the Partnership.

         C. The Contribution  Agreement  contemplates,  among other things,  the
contribution  of (i) all of KN Gas'  interests  in Coyote Gas  Treating  Limited
Liability  Company,  a Colorado  limited  liability  company,  Thunder Creek Gas
Services,  L.L.C., a Wyoming limited liability company,  and the Douglas Natural
Gas Gathering  and  Processing  System and the Casper  Natural Gas Gathering and
Processing  System,  (ii) all of MGSC's  equity  interest in Kinder Morgan Texas
Pipeline,  Inc., a Delaware  corporation  to be converted  into a  single-member
Delaware limited liability  company prior to the contribution,  and (iii) all of
MGSC's  equity  interest  in MidCon NGL  Corp.,  a  Delaware  corporation  to be
converted into a single-member  Delaware limited  liability company prior to the
contribution, in exchange for the issuance by the Partnership to KN Gas and MGSC
of an aggregate of 640,000 common units representing  limited  partnership units
of the Partnership and 2,656,700 class B units representing  limited partnership
units of the Partnership.

         D. Pursuant to the Contribution  Agreement,  the Partnership has agreed
to incur  debt in such  amount  and on such  terms as may be  acceptable  to the
Partnership  (the "KMEP Debt")  sufficient in amount to allow the Partnership to
use the proceeds of the KMEP Debt to fund a  distribution  to MGSC in the amount
of $150,000,000  plus $42,676,903  attributable to a working capital  adjustment
for a total of $192,676,903 (the "Special Distribution") which shall be declared
and paid to MGSC upon its contribution pursuant to the Contribution Agreement.


<PAGE>


         E. To effect the  Special Distribution  and the  creation  of the class
of units to be designated "Class B Units" as  contemplated  by the  Contribution
Agreement,  it is  necessary  to amend the  Partnership  Agreement  as  provided
herein.

         F.  Section  15.1(d) of the  Partnership  Agreement  provides  that the
General Partner may amend the Partnership  Agreement  without the consent of any
limited  partner  of the  Partnership  to  reflect  a change  that,  in the sole
discretion  of the General  Partner,  does not  adversely  affect  such  limited
partners  in  any  material  respect.  In  addition,   Section  15.1(f)  of  the
Partnership   Agreement   provides  that  the  General  Partner  may  amend  the
Partnership  Agreement  without  the  consent  of  any  limited  partner  of the
Partnership to reflect,  subject to the terms of Section 4.4 of the  Partnership
Agreement,  an  amendment  that  the  General  Partner  determines  in its  sole
discretion to be necessary or appropriate in connection  with the  authorization
for  issuance  of any class or  series of  partnership  securities  pursuant  to
Section 4.4 of the Partnership Agreement.

         G.   The General  Partner is authorized  to  execute  and deliver  this
Amendment on behalf of the limited partners pursuant to Sections 15.1 and 1.4 of
the Partnership Agreement.

                                    AGREEMENT

         NOW, THEREFORE, the Partnership Agreement is hereby amended as follows:

         1.   Article II. The following definitions shall be added in Article II
of the Partnership Agreement:

         "Class  B Unit"  means a Unit  representing  a  fractional  part of the
Partnership  Interests  of all Limited  Partners  and  Assignees  and having the
rights  and  obligations  specified  with  respect  to  Class  B  Units  in this
Agreement.

         "Mandatory  Redemption Notice" has the meaning assigned to such term in
Section 4.12(b).

         "Notice of Intent to Convert" has the meaning  assigned to such term in
Section 4.12(b).

         2.   Article II. The following definition in Article II of the Partner-
ship Agreement shall be deleted in its entirety and replaced with the following:

         "Unit" means a Partnership Interest of a Limited Partner or Assignee in
the Partnership  representing a fractional part of the Partnership  Interests of
all Limited Partners and Assignees and shall include, without limitation, Common
Units and Class B Units (but shall exclude APIs); provided that each Unit at any
time  Outstanding  shall  represent the same  fractional part of the Partnership
Interests of all Limited  Partners  and  Assignees  holding  Units as each other
Unit.

         3.   Article II. The following  sentence  shall be added to the end  of
the  definition of "Record  Holder" in Article II of the Partnership Agreement:


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<PAGE>


         Solely for purposes of the  distribution  of Available Cash pursuant to
         Section 5.4 of this  Agreement for the calendar  quarter ended December
         31, 2000, the holders of Common Units and Class B Units issued pursuant
         to the Contribution  Agreement (as defined herein) shall not be treated
         as Record  Holders  and shall not be entitled  to  participate  in such
         distribution.

         4.  Article II. The  reference to "Common  Units" in the  definition of
"Outstanding,"  "Partnership  Interest," and "Percentage Interest" in Article II
of the Partnership Agreement shall be eliminated and replaced with "Units."

         5.  Section 4.6(e).  A new  Section 4.6(e) is hereby added to the Part-
nership  Agreement,  to follow  Section 4.6(d) and to read in full as follows:

         (e) Upon the  conversion  of a Class B Unit into one Common  Unit,  the
difference (whether positive or negative) between the Per Unit Capital Amount of
such Class B Unit and the Per Unit Capital Amount of the then Outstanding Common
Units shall be  allocated  proportionately  among all Class B Units  Outstanding
immediately after such conversion. After giving effect to such reallocation, (i)
the Per Unit Capital Amount of the Common Unit issued upon such conversion shall
equal the Per Unit Capital Amount of each Common Unit then Outstanding, and (ii)
such  conversion  shall not increase or decrease the  aggregate Per Unit Capital
Amounts attributable to all Outstanding Common Units.

         6.   Section 4.12. A new  Section 4.12 is  hereby added to the Partner-
ship Agreement, to follow Section 4.11 and to read in full as follows:

         4.12 Class B Units.  (a) Pursuant to Section  4.4, the General  Partner
hereby  designates  and  creates a special  class of Units  designated  "Class B
Units" and fixes the  designations,  preferences  and  relative,  participating,
optional or other special rights,  powers and duties of the holders of the Class
B Units as follows:

         (b) Each Class B Unit shall be convertible  from time to time, in whole
or in part, into one Common Unit from and after such date as the Partnership has
been advised by the New York Stock  Exchange that the Common Units issuable upon
any such conversion are eligible for listing on the New York Stock Exchange. The
General  Partner will promptly  notify the holders of Class B Units upon receipt
of such advice.  Upon written notice to the General  Partner from the holders of
at least a  majority  of the  Outstanding  Class B Units (a "Notice of Intent to
Convert")  given not  earlier  than one year after the  issuance  of the Class B
Units,  the General  Partner will use its  reasonable  best efforts to cause the
Partnership to meet any unfulfilled  requirements of the New York Stock Exchange
for such  listing,  including  obtaining  such approval of the holders of Common
Units as may be  required  by the New York Stock  Exchange  for the  issuance of
additional Common Units to be listed thereon. If, 120 days after the date of the
Notice of Intent to Convert, the Common Units issuable upon such conversion have
not  been  approved  for  listing  on the New  York  Stock  Exchange,  then  the
Partnership  shall give written notice thereof to the holders of the Outstanding
Class B Units,  whereupon each holder of

                                      -3-
<PAGE>


Outstanding Class B Units may, at such holder's election at any time thereafter,
notify the General Partner in writing (a "Mandatory  Redemption Notice") of such
holder's  election to cause the Partnership to redeem such holder's  Outstanding
Class B Units for cash. All such Outstanding  Class B Units shall be redeemed as
of the 60th day following the date of such Mandatory  Redemption  Notice unless,
prior to such 60th day, the General  Partner gives written notice to the holders
of all Outstanding  Class B Units that it has been advised by the New York Stock
Exchange that the Common Units  issuable upon a conversion of Class B Units have
been  approved  for  listing on the New York Stock  Exchange,  in which case the
Mandatory Redemption Notice shall be deemed to have been withdrawn.

         (c) Before any holder of Class B Units shall be entitled to receive any
redemption  payment or to convert such holder's Class B Units into Common Units,
as the case may be, it shall surrender the Class B Unit  Certificates  therefor,
duly endorsed, at the office of the General Partner or of any transfer agent for
the Class B Units. In the case of any such conversion, the Partnership shall, as
soon as practicable thereafter,  issue and deliver at such office to such holder
of  Class  B Units  one or more  Certificates,  registered  in the  name of such
holder,  for the  number  of  Common  Units to which  he  shall be  entitled  as
aforesaid.  Such conversion  shall be deemed to have been made as of the date of
such surrender of the Class B Units to be converted,  and the person entitled to
receive the Common Units issuable upon such conversion  shall be treated for all
purposes as the record holder of such Common Units on said date.

         (d) Upon the request of KMI or any of its Affiliates to register all or
any part of the Class B Units  pursuant to Section  6.13,  the Class B Units for
which  registration  is so requested may be redeemed by the  Partnership  at its
election.  The Partnership  shall exercise its option under this Section 4.12(d)
by mailing  written  notice  thereof  to the  holders of Class B Units for which
registration is so requested.  Such notice shall be given not later than 15 days
after the receipt by the General Partner of such registration  request and shall
fix a date for  redemption  of such Class B Units not less than 30 nor more than
60 days after the date of such notice.

         (e) Any redemption  under Section  4.12(b) or Section  4.12(d) shall be
for a cash redemption price equal to the Current Market Price per Common Unit as
of the date fixed for redemption multiplied by 0.955.

         (f) From and after a redemption  date (unless  default shall be made by
the Partnership in providing money for the payment of the redemption price), the
Class B Units  redeemed  shall no longer be  deemed to be  Outstanding,  and all
rights of the holders thereof as Partners in the  Partnership  (except the right
to receive from the Partnership the redemption price) shall cease. Class B Units
redeemed pursuant to Section 4.12(b) or Section 4.12(d) shall be restored to the
status of authorized but unissued Units, without designation as to class.

         (g) Except as otherwise  provided in this Agreement,  each Class B Unit
shall be identical to a Common Unit, and the holder of a Class B Unit shall have
the rights of a holder of a Common  Unit with  respect to,  without  limitation,
Partnership  distributions,  voting and  allocations  of income,  gain,  loss or
deductions;  but the  Certificates  evidencing Class B Units shall be separately
identified and shall not bear the same CUSIP number as the Certificates

                                      -4-
<PAGE>


evidencing Common Units.  Except as otherwise  provided herein,  all Units shall
vote or consent  together as a single class on all matters  submitted for a vote
or consent of the  Outstanding  Units.  Class B Units  shall be  represented  by
Certificates in such form as the General Partner may approve.

         7.  Article  IV.  The  reference  to "Common  Units" in Section 5.1(c),
Section  5.1(d)(iii)  and  Section  5.4 of the  Partnership  Agreement  shall be
eliminated and replaced with "Units."

         8.  Section 5.10. A new Section 5.10 is hereby added to the Partnership
Agreement,  to follow Section 5.9 and to read in full as follows:

                  5.10  Special  Distribution.  Notwithstanding  anything to the
         contrary set forth in this  Agreement,  following the  contribution  by
         MidCon Gas Services Corp., a Delaware corporation  ("MGSC"), of (i) all
         of its  equity  interest  in Kinder  Morgan  Texas  Pipeline,  Inc.,  a
         Delaware  corporation  to be converted  into a  single-member  Delaware
         limited liability  company prior to the  contribution,  and (ii) all of
         its equity  interest in MidCon NGL Corp., a Delaware  corporation to be
         converted into a single-member Delaware limited liability company prior
         to the  contribution,  as  contemplated by the  Contribution  Agreement
         dated  October 19, 2000 (the  "Contribution  Agreement"),  among Kinder
         Morgan,  Inc., a Kansas  corporation,  MGSC, KN Gas Gathering,  Inc., a
         Colorado  corporation,  the General  Partner and the  Partnership,  the
         Partnership shall distribute $150,000,000 plus $42,676,903 attributable
         to a working capital  adjustment for a total of $192,676,903 in cash to
         MGSC,  without a  corresponding  distribution to the General Partner or
         the Limited  Partners,  as provided for in the Contribution  Agreement.
         Notwithstanding  anything to the contrary set forth in this  Agreement,
         MGSC shall not receive an allocation of income (including gross income)
         or gain as a result of the  distribution  provided for in the preceding
         sentence.

         9.  Section 15.2. The fifth sentence in Section 15.2 of the Partnership
Agreement shall be deleted in its entirety and replaced with the following:

         A proposed  amendment  shall be effective upon its approval by at least
two-thirds of the Outstanding Units unless a greater or different  percentage is
required  under this  Agreement;  provided  that if the effect of any  amendment
shall be to affect materially and adversely any holders of Units of a particular
class in  relation  to any other  class of Units,  the  affirmative  vote of the
holders of at least a majority in interest of the Outstanding Units of the class
so affected shall be required to adopt such amendment.

         10. Article II.  The following sentence shall be  added to  the end  of
Section 17.1(a) of the Partnership Agreement:

         Notwithstanding  anything  herein to the contrary,  the Current  Market
Price of each Class B Unit shall be deemed to be the same as the Current  Market
Price of one Common Unit.


                                      -5-
<PAGE>


         11. Ratification.  Except as expressly amended hereby,  the Partnership
Agreement is hereby ratified and confirmed, and shall continue in full force and
effect.

                                      *****




                                      -6-
<PAGE>


         IN WITNESS WHEREOF, the General Partner has executed and delivered this
Amendment,  in its individual capacity and as  attorney-in-fact  for the limited
partners of the Partnership,  in accordance with Section 15.1 of the Partnership
Agreement, as of the date first above written.


                                    KINDER MORGAN G.P., INC.,
                                    as General Partner



                                    By: /s/ Michael C. Morgan
                                       -----------------------------------------
                                    Name: Michael C. Morgan
                                         ---------------------------------------
                                    Title:  Vice President
                                          --------------------------------------



                                    KINDER MORGAN G.P., INC.,
                                    as Attorney-in-Fact for the limited partners



                                    By:  /s/ Michael C. Morgan
                                        ----------------------------------------
                                    Name:  Michael C. Morgan
                                         ---------------------------------------
                                    Title:   Vice President
                                          --------------------------------------
















                                [Amendment No. 2]