**Exhibit3.2**

**AMENDED ANDRESTATED**

**LIMITEDLIABILITY COMPANY AGREEMENT**

**OF**

**HILAND PARTNERSGP HOLDINGS, LLC,**

**A DELAWARELIMITED LIABILITY COMPANY**

**DATED AS OF**

**SEPTEMBER 25,2006**

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**TABLE OFCONTENTS**
|                               | ** ** | **Page**                                                              |
|-------------------------------|------------|-----------------------------------------------------------------------|
| ARTICLE 1                     |
|                          |       |                                                                  |
| DEFINITIONS AND  CONSTRUCTION |
|                          |       |                                                                  |
| 1.1                           |       | Definitions                                                           |   | 1 |
| 1.2                           |       | Rules of Construction                                                 |   | 6 |
|                          |       |                                                                  |   |   |
| ARTICLE 2                     |
|                          |       |                                                                  |
| ORGANIZATION                  |
|                          |       |                                                                  |
| 2.1                           |       | Formation of the Company                                              |   | 7 |
| 2.2                           |       | Company Name                                                          |   | 8 |
| 2.3                           |       | Term                                                                  |   | 8 |
| 2.4                           |       | Purposes and Powers                                                   |   | 8 |
| 2.5                           |       | Place of Business, Agent and Office of the Company                    |   | 8 |
| 2.6                           |       | Title to Company Assets                                               |   | 8 |
|                          |       |                                                                  |   |   |
| ARTICLE 3                     |
|                          |       |                                                                  |
| CAPITAL AND  CAPITAL ACCOUNTS |
|                          |       |                                                                  |
| 3.1                           |       | Members of the Company at the Effective Date                          |   | 9 |
| 3.2                           |       | Transfer of Membership Interests and Admission of  Substitute Members |   | 9 |
| 3.3                           |       | Issuance of Additional Membership Interests                           |   | 9 |
| 3.4                           |       | Subsequent Capital Contributions                                      |   | 9 |
| 3.5                           |       | Loans to the Company                                                  |   | 9 |
| 3.6                           |       | Capital Accounts                                                      |   | 10 |
| 3.7                           |       | General Provisions Regarding Capital Contributions                    |   | 10 |
| 3.8                           |       | Limitation on Liability                                               |   | 11 |
|                          |       |                                                                  |   |   |
| ARTICLE 4                     |
|                          |       |                                                                  |
| DISTRIBUTIONS                 |
|                          |       |                                                                  |
| 4.1                           |       | Distributions Generally                                               |   | 11 |
| 4.2                           |       | Tax Liability Distributions                                           |   | 11 |
| 4.3                           |       | Distributions on Dissolution and Winding Up                           |   | 11 |
| 4.4                           |       | Limitation on Distributions                                           |   | 11 |
| 4.5                           |       | Withholding of Taxes                                                  |   | 12 |
|                          |       |                                                                  |   |   |
| ARTICLE 5                     |
|                          |       |                                                                  |
| ALLOCATIONS                   |
|                          |       |                                                                  |
| 5.1                           |       | Allocations of Profit and Loss                                        |   | 12 |
| 5.2                           |       | Allocations of Liquidating Gain and Loss                              |   | 12 |
| 5.3                           |       | Transfers                                                             |   | 12 |

 

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| 5.4                  |   | Additional Allocations                               |   | 12     |
|----------------------|--------|------------------------------------------------------|--------|--------|
| 5.5                  |   | Income Tax Allocations                               |   | 14     |
| 5.6                  |   | Negative Capital Accounts                            |   | 14     |
|                 |   |                                                 |   |   |
| ARTICLE 6            |
|                 |   |                                                 |
| MEETINGS OF  MEMBERS |
|                 |   |                                                 |
| 6.1                  |   | Time and Place                                       |   | 14     |
| 6.2                  |   | Notice to Members                                    |   | 14     |
| 6.3                  |   | Waiver                                               |   | 14     |
| 6.4                  |   | Quorum                                               |   | 15     |
| 6.5                  |   | Voting and Proxies                                   |   | 15     |
| 6.6                  |   | Action by Consent of the Members                     |   | 15     |
| 6.7                  |   | Telephonic Meetings                                  |   | 15     |
| 6.8                  |   | Compensation of Members                              |   | 15     |
|                 |   |                                                 |   |   |
| ARTICLE 7            |
|                 |   |                                                 |
| MANAGEMENT           |
|                 |   |                                                 |
| 7.1                  |   | Management of the Company’s Affairs             |   | 15     |
| 7.2                  |   | Number; Qualification; Election; Tenure of Directors |   | 17     |
| 7.3                  |   | Notice                                               |   | 18     |
| 7.4                  |   | Regular Meetings                                     |   | 18     |
| 7.5                  |   | Special Meetings                                     |   | 18     |
| 7.6                  |   | Action by Consent of the Board                       |   | 18     |
| 7.7                  |   | Telephonic Meetings                                  |   | 18     |
| 7.8                  |   | Quorum; Voting Requirement                           |   | 18     |
| 7.9                  |   | Committees                                           |   | 19     |
| 7.10                 |   | Vacancies; Increases in the Number of Directors      |   | 20     |
| 7.11                 |   | Removal                                              |   | 20     |
| 7.12                 |   | Compensation of Directors                            |   | 20     |
|                 |   |                                                 |   |   |
| ARTICLE 8            |
|                 |   |                                                 |
| OFFICERS             |
|                 |   |                                                 |
| 8.1                  |   | Elected Officers                                     |   | 20     |
| 8.2                  |   | Election and Term of Office                          |   | 21     |
| 8.3                  |   | Chairman of the Board                                |   | 21     |
| 8.4                  |   | President and Chief Executive Officer                |   | 21     |
| 8.5                  |   | Vice Presidents                                      |   | 21     |
| 8.6                  |   | Chief Financial Officer and Assistant Treasurers     |   | 21     |
| 8.7                  |   | Secretary and Assistant Secretaries                  |   | 21     |
| 8.8                  |   | Removal                                              |   | 22     |
| 8.9                  |   | Vacancies                                            |   | 22     |
| 8.10                 |   | Compensation                                         |   | 22     |
| 8.11                 |   | Powers of Attorney                                   |   | 22     |
| 8.12                 |   | Delegation of Authority                              |   | 22     |

 

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| ARTICLE 9                                                          |
|--------------------------------------------------------------------|
|                                                               |   |   |
| STANDARDS OF  CONDUCT, LIABILITY AND INDEMNIFICATION               |
|                                                               |   |   |
| 9.1                                                                |   | Standards of Conduct and Fiduciary Duties |   | 22 |
| 9.2                                                                |   | Liability and Exculpation |   | 23 |
| 9.3                                                                |   | Indemnification |   | 23 |
|                                                               |   |   |   |   |
| ARTICLE 10                                                         |
|                                                               |   |   |
| TAXES                                                              |
|                                                               |   |   |
| 10.1                                                               |   | Tax Returns |   | 24 |
| 10.2                                                               |   | Tax Elections |   | 24 |
| 10.3                                                               |   | Tax Matters Member |   | 25 |
|                                                               |   |   |   |   |
| ARTICLE 11                                                         |
|                                                               |   |   |
| TRANSFER OF  MEMBERSHIP INTERESTS; ADMISSION OF SUBSTITUTE MEMBERS |
|                                                               |   |   |
| 11.1                                                               |   | Restrictions on Transfers of Membership Interests |   | 26 |
| 11.2                                                               |   | Substitute Members |   | 26 |
| 11.3                                                               |   | Assignees |   | 27 |
| 11.4                                                               |   | Requirements Applicable to All Transfers |   | 27 |
| 11.5                                                               |   | Release of Transferor’s Liability |   | 28 |
| 11.6                                                               |   | Prohibition Against Hypothecation |   | 28 |
| 11.7                                                               |   | General Provisions relating to Transfer of  Membership Interests |   | 28 |
| 11.8                                                               |   | Further Admissions of Additional Members |   | 29 |
|                                                               |   |   |   |   |
| ARTICLE 12                                                         |
|                                                               |   |   |
| FORFEITURE OF  MEMBERSHIP INTERESTS                                |
|                                                               |   |   |
| ARTICLE 13                                                         |
|                                                               |   |   |
| CO-SALE  OBLIGATIONS                                               |
|                                                               |   |   |
| 13.1                                                               |   | Notice of Certain Sales |   | 29 |
| 13.2                                                               |   | Co-Sale Obligations and Rights |   | 29 |
| 13.3                                                               |   | Delivery of Documents to Effectuate Transfer |   | 30 |
| 13.4                                                               |   | Consummation of Transfer |   | 30 |
| 13.5                                                               |   | Exempt Transfers |   | 30 |
| 13.6                                                               |   | Termination of Rights Conferred in this Article 13 |   | 30 |
|                                                               |   |   |   |   |
| ARTICLE 14                                                         |
|                                                               |   |   |
| PREEMPTIVE  RIGHTS                                                 |
|                                                               |   |   |
| 14.1                                                               |   | Grant of Preemptive Rights |   | 30 |
| 14.2                                                               |   | Terms of the Preemptive Rights Offering |   | 30 |

 

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| ARTICLE 15                                  |
|---------------------------------------------|
|                                        |   |   |
| BOOKS OF  ACCOUNT, RECORDS AND REPORTS      |
|                                        |   |   |
| 15.1                                        |   | Preparation and Maintenance of Books and Records |   | 30 |
| 15.2                                        |   | Company Documentation Requirements |   | 31 |
| 15.3                                        |   | Fiscal Year |   | 31 |
| 15.4                                        |   | Company Funds |   | 31 |
| 15.5                                        |   | Statements |   | 31 |
|                                        |   |   |   |   |
| ARTICLE 16                                  |
|                                        |   |   |
| DISSOLUTION AND  TERMINATION OF THE COMPANY |
|                                        |   |   |
| 16.1                                        |   | Dissolution |   | 32 |
| 16.2                                        |   | Winding Up and Liquidation |   | 32 |
| 16.3                                        |   | No Recourse |   | 32 |
| 16.4                                        |   | No Deficit Contribution Obligation |   | 33 |
|                                        |   |   |   |   |
| ARTICLE 17                                  |
|                                        |   |   |
| AMENDMENTS;  POWER OF ATTORNEY              |
|                                        |   |   |
| 17.1                                        |   | Amendments Generally |   | 33 |
| 17.2                                        |   | Power of Attorney |   | 33 |
|                                        |   |   |   |   |
| ARTICLE 18                                  |
|                                        |   |   |
| MISCELLANEOUS                               |
|                                        |   |   |
| 18.1                                        |   | No Registration of Membership Interests |   | 33 |
| 18.2                                        |   | Exhibits |   | 33 |
| 18.3                                        |   | Severability |   | 34 |
| 18.4                                        |   | Successors and Assigns |   | 34 |
| 18.5                                        |   | Governing Law |   | 34 |
| 18.6                                        |   | Counterparts |   | 34 |
| 18.7                                        |   | No Third Party Beneficiaries |   | 34 |
| 18.8                                        |   | Notices |   | 34 |
| 18.9                                        |   | Entire Agreement; Interpretation |   | 35 |
|                                        |   |   |   |   |
| Schedules and Exhibits:                     |   |   |
|                                        |   |   |   |   |
| SCHEDULE A — Schedule of Members       |   |   |

 

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**AMENDED ANDRESTATEDLIMITED LIABILITY COMPANY AGREEMENTOFHILAND PARTNERS GP HOLDINGS, LLC,A DELAWARE LIMITED LIABILITY COMPANY**

This AMENDED AND RESTATED LIMITED LIABILITY COMPANYAGREEMENT (this “*Agreement*”) of HILAND PARTNERS GPHOLDINGS, LLC (the “*Company*”) ismade and entered into as of September 25, 2006 (the “*EffectiveDate*”), by and among each Person listed as a member of the Companyon the Schedule of Members attached hereto as Schedule A, and such otherholders of Membership Interests who become parties hereto from time to time.

**ARTICLE 1DEFINITIONS AND CONSTRUCTION**

1.1           Definitions.  The following definitions shall be applicableto the terms set forth below as used in this Agreement:

“*Act*” means theDelaware Limited Liability Company Act (Delaware General Corporations CodeSections 18-101, et seq.), as it may be amended from time to time, and anycorresponding provisions of succeeding law. All references in this Agreement toprovisions of the Act shall be deemed to refer, if applicable, to their successorstatutory provisions to the extent appropriate in light of the context hereinin which such references are used.

“*Additional Member*”has the meaning set forth in Section 3.3(b).

“*Adjusted Capital Account*”means the Capital Account maintained for each Member as of the end of eachfiscal year of the Company, adjusted as follows:

(a)           increasedby any amounts that such Member is obligated to restore under the standards setby Treasury Regulations Section 1.704-1(b)(2)(ii)(c) (or is deemed obligated torestore under Treasury Regulations Sections 1.704-2(g) and 1.704 2(i)(5)); and

(b)           decreasedby (i) the amount of all losses and deductions that, as of the end of suchfiscal year, are reasonably expected to be allocated to such Member insubsequent years under Sections 704(e)(2) and 706(d) of the Code and TreasuryRegulations Section 1.751 1(b)(2)(ii), and (ii) the amount of all distributionsthat, as of the end of such fiscal year, are reasonably expected to be made tosuch Member in subsequent years in accordance with the terms of this Agreementor otherwise to the extent they exceed offsetting increases to such Member’sCapital Account that are reasonably expected to occur during (or prior to) theyear in which such distributions are reasonably expected to be made (other thanincreases as a result of a minimum gain chargeback pursuant to Sections 5.4(a)or 5.4(b).

The foregoing definition of Adjusted Capital Accountis intended to comply with the provisions of Treasury Regulations Section1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith

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“*Affiliate*”means, with respect to any person or entity, any other person or entity thatdirectly or indirectly controls, or is controlled by, or is under commoncontrol with, such first Person. For the purposes of this definition, “Control”when used with respect to any Person means the power to direct the managementand policies of such Person, directly or indirectly, whether through theownership of voting securities, by contract or otherwise; and the terms “controlling”and “controlled” have meanings correlative to the foregoing.

“*Agreed Allocations*”means any allocation, other than a Required Allocation, of an item of income,gain, deduction or loss pursuant to Article V.

“*Agreement*” hasthe meaning set forth in the preamble hereof, as the same may be amended fromtime to time in accordance with the terms hereof.

“*Assignee*” meansany party to whom Membership Interests have been Transferred in a mannerpermitted under this Agreement, but who has not been admitted as a SubstituteMember and thus has only the rights set forth in Section 11.3.

“*Audit Committee*”has the meaning set forth in Section 7.9(b).

“*Board*” has themeaning set forth in Section 7.1(c).

“*Business Day*”means any day, other than a Saturday, Sunday, or federal or Oklahoma legalholiday.

“*Capital Account*”means the capital account maintained by the Company with respect to each Memberin accordance with the capital accounting rules described in Article 3.

“*Capital Account GrossIncome*” and “*Capital Account Deduction*”means, respectively, items of gross income and deduction of the Companydetermined in accordance with Section 703(a) of the Code (including allitems of income, gain, loss or deduction required to be stated separatelypursuant to Section 703(a)(1) of the Code), with the following adjustments:

(a)           Anyincome of the Company that is exempt from federal income tax shall be takeninto account as Capital Account Gross Income;

(b)           Anyexpenditures of the Company described in Section 705(a)(2)(B) of the Code shallbe taken into account as Capital Account Deductions;

(c)           Inthe event the book value of any Company asset as determined for Capital Accountpurposes is adjusted pursuant to Section 3.6(b) or Section 3.6(c),the amount of such adjustment shall be taken into account as an item of CapitalAccount Gross Income or Capital Account Deduction; and

(d)           Withrespect to property reflected in the Capital Accounts at a book value differentfrom its adjusted basis, items of depreciation, amortization and gain or lossshall be computed in the same manner as such items are computed for federalincome tax purposes, except that the computation shall be made with referenceto such property’s book value as 

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determined for purposesof maintaining the Capital Accounts instead of its adjusted tax basis, inaccordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(g).

“*Capital Contribution*”means the amount of money and/or the fair market value of any property (net ofany liabilities encumbering such property that the Company is considered toassume or take subject to under Code Section 752) contributed to the capital ofthe Company by any Member.

“*Certificate of Formation*”means the certificate of formation for the Company as originally filed in theOffice of the Secretary of State of the State of Delaware, as such certificatemay be amended from time to time.

“*Code*” means theInternal Revenue Code of 1986, as amended. All references in this Agreement toprovisions of the Code shall be deemed to refer, if applicable, to theirsuccessor statutory provisions to the extent appropriate in light of thecontext herein in which such references are used.

“*Common Units*”has the meaning set forth in the Partnership Agreement.

“*Company*” meansthe limited liability company continuing under this Agreement, notwithstandingchanges in its membership.

“*Company Minimum Gain*”means the amount determined in accordance with the principles of TreasuryRegulations Section 1.704-2(d).

“*Compensation Committee*”has the meaning set forth in Section 7.9(c).

“*Conflicts Committee*”has the meaning set forth in Section 7.9(d).

“*Continental Holdings*”means Continental Gas Holdings, Inc., a Delaware corporation.

“*Director*” or “*Directors*” has the meaning set forth in Section 7.2(a).

“*Dissolution Event*”has the meaning set forth in Section 16.1.

“*Economic Risk of Loss*”has the meaning set forth in Treasury Regulations Section 1.752-2(a).

“*Effective Date*”has the meaning set forth in the preamble to this Agreement.

“*Excess Nonrecourse Liabilities*”has the meaning set forth in Section 5.4(g).

“*Exchange Act*”means the Securities Exchange Act of 1934, as amended, or any successorstatute.

“*General Partner Interest*”has the meaning set forth in the Partnership Agreement.

“*Group Member*”has the meaning set forth in the Partnership Agreement.

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“*Hamm Holdings*”means HH GP Holding, LLC, an Oklahoma limited liability company.

“*Incentive Plans*”means any plan or arrangement pursuant to which the Company or the Partnershipmay compensate its directors, officers, employees, consultants or serviceproviders.

“*Indemnitee*”means (a) any Person who is or was an Affiliate of the Company, (b) any Personwho is or was a member, partner, officer, Director, fiduciary or trustee of theCompany or any Affiliate of the Company, (c) any Person who is or was servingat the request of the Board or the Members as an officer, director, member,partner, fiduciary or trustee of another Person; *provided*,that a Person shall not be an Indemnitee by reason of providing, on a fee-for-servicesbasis, trustee, fiduciary or custodial services; and (d) any Person the Membersor the Board designates as an “Indemnitee” for purposes of this Agreement.

“*Independent Director*”means a Director who (a) is not (i) a security holder, officer or employee ofthe Company, (ii) an officer, director or employee of any Affiliate of theCompany, (iii) a holder of any ownership interest in the Partnership Groupother than Common Units or (iv) a holder of any ownership interest in theMLP Group, other than common units representing limited partner interestsin Hiland Partners, LP and (b) also meets the independence standards requiredof directors who serve on an audit committee of a board of directorsestablished by the Securities Exchange Act of 1934, as amended, and the rulesand regulations of the Securities and Exchange Commission thereunder and by theNASDAQ Global Market or any other National Securities Exchange on which theCommon Units are listed or admitted for trading.

“*Liquidating Gains*”and “*Liquidating Losses*” means taxable incomeor loss of the Company as determined by taking into account only items ofCapital Account Gross Income and Capital Account Deduction that arise from thesale or deemed sale of all or substantially all of the assets of the Company.

“*Liquidator*” hasthe meaning set forth in Section 16.2.

“*Majority Interest*”means greater than 50% of the total Percentage Interests held by all Members.

“*Management Members*”means each of Randy Moeder and Ken Maples.

“*Member Nonrecourse Debt*”has the meaning set forth in Treasury Regulations Section 1.704-2(b)(4).

“*Member Nonrecourse DebtMinimum Gain*” has the meaning set forth in Treasury RegulationsSection 1.704-2(i)(2).

“*Member NonrecourseDeductions*” means any and all items of loss, deduction orexpenditure (including, without limitation, any expenditure described inSection 705(a)(2)(B) of the Code) that, in accordance with the principles ofTreasury Regulations Section 1.704-2(i), are attributable to a MemberNonrecourse Debt.

“*Members*” meanscollectively, and as of any date of reference, all Persons who as of such dateare identified as a member of the Company on Schedule A attached hereto andshall

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include any Personadmitted to the Company as an Additional Member or a Substitute Member inaccordance with the provisions of this Agreement, in each case in such Person’scapacity as a Member of the Company. The term “Member” may be used herein torefer individually to any of such Members. For purposes of any provision ofthis Agreement relating to Capital Accounts or allocations or distributions tothe Members, the terms “Member” or “Members” shall be deemed to include anAssignee.

“*Membership Interest*”means the property interest, as opposed to the personal interest, of a Memberin the Company, including rights to distributions (liquidating or otherwise),allocations, information, all other rights, benefits and privileges enjoyed bythat Member (under the Act, this Agreement or otherwise) by virtue of being aMember of the Company; and all obligations, duties and liabilities imposed onthat Member (under the Act, this Agreement, or otherwise) by virtue of being aMember of the Company.

“*MLP Group*” hasthe meaning set forth in the Partnership Agreement.

“*National SecuritiesExchange*” means any exchange registered with the Securities andExchange Commission under Section 6(a) of the Exchange Act, and anysuccessor to such statute.

“*Nonrecourse Deductions*”means any and all items of loss, deduction or expenditures (described inSection 705(a)(2)(B) of the Code) that, in accordance with the principles ofTreasury Regulation Section 1.704 2(b), are attributable to a NonrecourseLiability.

“*Nonrecourse Liability*”has the meaning set forth in Treasury Regulation Section 1.752-1(a)(2).

“*Officers*” hasthe meaning set forth in Section 8.1.

“*Partnership*”means Hiland Partners GP Holdings, LP, a Delaware limited partnership, of whichthe Company is the general partner.

“*Partnership Agreement*”means the Amended and Restated Agreement of Limited Partnership of thePartnership, as the same may be amended, supplemented or restated from time totime.

“*Partnership Group*”has the meaning set forth in the Partnership Agreement.

“*Percentage Interest*”of each Member means the aggregate percentage of Membership Interests of suchMember in the Company, as such percentage may be amended from time to timepursuant to this Agreement. The initial Percentage Interest of each Member isset forth on Schedule A. Each Percentage Interest will be adjusted as andwhen required by this Agreement. The Company will maintain a record of thePercentage Interest held by each Member, and such Percentage Interest reflectedin such records of the Company will be the conclusive evidence of thePercentage Interest held by each Member, absent manifest error; *provided, however*, that the total of all PercentageInterests shall always equal 100%.

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“*Person*” meansan individual or a corporation, limited liability company, partnership, jointventure, trust, unincorporated organization, association, government agency orpolitical subdivision thereof or other entity.

“*Profits*” and “*Losses*” means, for each fiscal year or other period, anamount equal to the Company’s net income or loss for such year or period,determined by taking into account only items of Capital Account Gross Incomeand Capital Account Deduction, and excluding Liquidating Gain and LiquidatingLoss.

“*Pro Rata*” meansapportioned among all holders of Membership Interests in accordance with theirrelative Percentage Interests.

“*Required Allocations*”means any allocation (or limitation imposed on any allocation) of an item ofincome, gain, deduction or loss pursuant to Sections 5.4(a)-(h), suchallocations being directly or indirectly required by the Treasury Regulationspromulgated under section 704(b) of the Code.

“*Securities Act*”has the meaning set forth in Section 18.1.

“*Spouse*” meansthe spouse by marriage, whether statutory or common law, of a Member.

“*Subsequent CapitalContribution*” means any Capital Contribution subsequent to a Member’sinitial Capital Contribution.

“*Substitute Member*”means a Transferee who is admitted as a Member of the Company pursuant toSection 11.2.

“*Tax Liability Distribution*”has the meaning set forth in Section 4.3.

“*Tax Matters Member*”has the meaning set forth in Section 10.3(a).

“*Transfer*” (andrelated words) means any sale, assignment, gift (outright or in trust),hypothecation, pledge, encumbrance, mortgage, exchange or other disposition,whether voluntary or involuntary, by operation of law or otherwise, of anyMembership Interests.

“*Transferee*”means a person who receives Membership Interests by means of a Transfer.

“*Transferor*”means a Member whose Membership Interests are the subject of a Transfer inwhole or in part.

“*Treasury Regulations*”means the federal income tax regulations as promulgated by the U.S. TreasuryDepartment, as such regulations may be in effect from time to time. Allreferences in this Agreement to provisions of the Treasury Regulations shall bedeemed to refer, if applicable, to their successor regulatory provisions to theextent appropriate in light of the context herein in which such references areused.

1.2           Rules of Construction.  The following provisions shall be appliedwherever appropriate herein:

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(a)           termsdefined in Section 1.1 have the meanings assigned to them in that Section forpurposes of this Agreement;

(b)           “herein,”“hereby,” “hereunder,” “hereof,” “hereto” and other equivalent words shallrefer to this Agreement as an entirety and not solely to the particular portionof this Agreement in which any such word is used;

(c)           “including”means “including without limitation” and is a term of illustration and not oflimitation;

(d)           alldefinitions set forth herein shall be deemed applicable whether the wordsdefined are used herein in the singular or the plural;

(e)           unlessotherwise expressly provided, any term defined herein by reference to any otherdocument shall be deemed to be amended herein to the extent that such term issubsequently amended in such document;

(f)            referencesherein to other documents and agreements means such documents and agreements asamended and restated from time to time;

(g)           whereverused herein, any pronoun or pronouns shall be deemed to include both thesingular and plural and to cover all genders;

(h)           neitherthis Agreement nor any other agreement, document or instrument referred toherein or executed and delivered in connection herewith shall be construedagainst any Person as the principal draftsperson hereof or thereof;

(i)            thesection headings appearing in this Agreement are inserted only as a matter ofconvenience and in no way define, limit, construe or describe the scope orextent of such Section, or in any way affect this Agreement; and

(j)            anyreferences herein to a particular Section, Article, Exhibit or Schedule (otherthan in connection with the Code, the Treasury Regulations or the Act) means aSection or Article of, or an Exhibit or Schedule to, this Agreement unlessanother agreement is specified.

**ARTICLE 2ORGANIZATION**

2.1           Formation of the Company.  Pursuant to and under the Act, the Companywas formed as a Delaware limited liability company under the laws of the Stateof Delaware by the filing of the Certificate of Formation with the Office ofthe Secretary of State of Delaware. The rights and liabilities of the Membersshall be determined pursuant to the Act and this Agreement. To the extent thatthe rights or obligations of any Member are different by reason of anyprovision of this Agreement than they would be in the absence of suchprovision, this Agreement shall, to the extent permitted by the Act, control.

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2.2           Company Name.  The name of the Company shall be “*Hiland Partners GP Holdings, LLC*”.  The business of the Company shall beconducted under such name or under such other name or names as the Board maydetermine from time to time.

2.3           Term.  The term of the Company commenced on May 10,2006, which was the date of filing of the Certificate of Formation and, unlessand until the Company is dissolved or merged out of existence, shall continueindefinitely.

2.4           Purposes and Powers.

(a)           Thepurposes of the Company are to act as the general partner of the Partnership asdescribed in the Partnership Agreement (and acquire, hold and dispose ofpartnership interests and related rights in the Partnership) and to engage inany lawful business or activity related to the foregoing as the Members, or, tothe extent delegated to the Board hereby, the Board shall determine.  The Company shall possess and may exerciseall the powers and privileges granted by the Act, by any other law or by thisAgreement, together with any powers incidental thereto, including such powersand privileges as are necessary or appropriate to the conduct, promotion orattainment of the business, purposes or activities of the Company.

(b)           TheMembers hereby specifically consent to and approve the execution and deliveryby the appropriate Officers on behalf of the Company of all loan agreements,guarantees, notes, security agreements or other documents or instruments, ifany, as required by any lender providing funds to the Company, the Partnership,Hiland Partners, LP or any of their respective subsidiaries and ancillarydocuments contemplated thereby.

2.5           Place of Business, Agent andOffice of the Company.  The principalbusiness office of the Company shall be at 205 West Maple, Suite 1100, Enid,Oklahoma  73701. The Board may at anytime and from time to time (i) establish a different principal business officefor the Company within or outside of the State of Oklahoma and (ii) establishsuch additional offices of the Company within or outside the State of Oklahomaas it may from time to time determine to be necessary or appropriate for theconduct of the Company’s or the Partnership’s business and affairs. The Companyshall establish a registered office in the State of Delaware, and shallregister as a foreign limited liability company and take such other actions asthe Members, or, to the extent delegated to the Board hereby, the Boarddetermines to be necessary or appropriate to allow the Company to conductbusiness in such jurisdictions as the Members, or to the extent delegated tothe Board hereby, the Board determines to be necessary or appropriate. TheCompany shall designate initial agents for the service of process in the Stateof Delaware and such other jurisdictions as the Members, or to the extentdelegated to the Board hereby, the Board determines to be necessary orappropriate, and shall maintain the names and business addresses of such agentsin the books and records of the Company. The Company may from time to timechange the designation of any such party who is to serve as such agent and mayprovide for additional agents for service in such other jurisdictions as theBoard determines to be necessary or appropriate.

2.6           Title to Company Assets.  Title to the Company’s assets, whether real,personal or mixed and whether tangible or intangible, shall be deemed to beowned by the Company as an entity, and no Member, individually or collectively,shall have any ownership interest in such

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Company assets or any portionthereof.  Title to any or all of theCompany’s assets may be held in the name of the Company or one or more of itsAffiliates or one or more nominees, as the Board may determine.  All Company assets shall be recorded as theproperty of the Company in its books and records, regardless of the name inwhich record title to such Company assets is held.

**ARTICLE 3CAPITAL AND CAPITAL ACCOUNTS**

3.1           Members of the Company at theEffective Date.  Schedule A reflectsthe Members and their respective Percentage Interests as of the Effective Date.

3.2           Transfer of Membership Interestsand Admission of Substitute Members. Membership Interests may be Transferred and Substitute Members may beadmitted to the Company only in accordance with Article 11.

3.3           Issuance of Additional MembershipInterests.

(a)           Subjectto the approval of Members representing a Majority Interest, the Company mayissue additional Membership Interests to any Person at any time for suchconsideration and on such other terms and conditions as the Membersrepresenting a Majority Interest deem appropriate.

(b)           Ifany additional Membership Interests are issued hereunder to any Person who isnot already a Member, any such Person (and such Person’s spouse, as applicable)shall, as a condition to admission as an additional Member (an “*Additional Member*”), execute and acknowledge suchinstruments as Members representing a Majority Interest determine to benecessary or appropriate to effect the admission of such Person as anAdditional Member, including, without limitation, the written agreement by suchPerson (and such Person’s spouse, as applicable) to become a party to, and bebound by, the provisions of this Agreement. Upon the admission of any Additional Member, the Schedule of Membersattached hereto as Schedule A shall be amended to reflect the admission of suchAdditional Member.

3.4           Subsequent Capital Contributions.  Except as may be required under applicablelaw, no Member shall be required to make any Subsequent Capital Contribution tothe Company.

3.5           Loans to the Company.  Any Member, directly or through an Affiliate,may at any time or from time to time lend funds to the Company with the consentof Members representing a Majority Interest. Any such loan shall be repayableby the Company to the Member (or its Affiliate, if applicable) at such date ordates as they may agree, and shall bear interest and carry such other terms asthey may agree at a fair market interest rate and terms for similar loansbetween unaffiliated parties. The Members expressly agree and acknowledge thatnothing in this Section 3.5 shall be deemed to require or otherwise obligateany Member to make any such loan to the Company. A loan by a Member to theCompany shall not increase the interest of the lending Member in the capital ofthe Company and shall not entitle such Member to any increased share in theCompany’s capital, Profits or Losses.

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3.6           Capital Accounts.

(a)           ACapital Account shall be established for each Member and shall be determinedand maintained in accordance with the provisions of Code Section 704 and theTreasury Regulations thereunder.  Inaddition to such other adjustments as may be required under this Agreement orpursuant to such Treasury Regulations, each Member’s Capital Account shall be(a) increased by (i) such Member’s Capital Contribution to the Company, plus(ii) the amount of any Profits and Liquidating Gains allocated to such Memberand items of Capital Account Gross Income specially allocated to such Memberpursuant to Article 5, and (b) decreased by (i) the amount of any Losses andLiquidating Losses allocated to such Member and items of Capital AccountDeduction specially allocated to such Member pursuant to Article 5, (ii) theamount of any cash or other assets distributed to such Member by the Company,and (iii) the fair market value, as determined by the Board, of any propertydistributed, or deemed hereunder to be distributed, to such Member by theCompany (net of any liabilities that such Member is considered to assume ortake subject to under Code Section 752 upon any such distribution of property).

(b)           Inaccordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(e), immediatelyprior to the actual or deemed distribution of any Company asset in kind, theCapital Accounts of all Members and the Company’s book carrying value of suchCompany asset shall be adjusted upward or downward to reflect any unrealizedgain or unrealized loss attributable to such Company asset as if suchunrealized gain or unrealized loss had been recognized upon an actual sale ofsuch Company asset immediately prior to such distribution and had beenallocated to the Members at such time pursuant to Article 5.  For purposes of determining such unrealizedgain or unrealized loss, the fair market value, as determined by the Board, ofCompany assets shall be used.

(c)           Uponany event described in Treasury Regulation Section 1.704-1(b)(2)(iv)(f)(5), theBoard may determine to restate the Capital Accounts in connection with arevaluation of the assets of the Company in order to reflect the manner inwhich the unrealized income, gain, loss, or deduction inherent in such property(that has not been reflected in the Capital Accounts previously) would beallocated among the Members if there were a taxable sale of such assets fortheir fair market value as determined by the Board.

(d)           Uponany Transfer of Membership Interests, the Transferee shall be credited on theCompany’s books with the portion of the Transferor’s Capital Account thatcorresponds to the Transferred Units.

3.7           General Provisions RegardingCapital Contributions.  Except asotherwise expressly provided in this Agreement (a) no Member shall have theright to demand or receive a return of its Capital Contribution, (b) undercircumstances requiring hereunder a return of any Capital Contribution, noMember shall have the right to demand or receive property other than cash, and(c) no Member shall receive any interest, salary or draw with respect to itsCapital Contribution or its Capital Account. No Member shall be required to contribute or to lend any cash orproperty to the Company to enable the Company to return the CapitalContribution of any Member.

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3.8           Limitation on Liability.  Except as otherwise required under the Act,the debts, obligations and liabilities of the Company, whether arising incontract, tort or otherwise, shall be solely the debts, obligations andliabilities of the Company, and no Member or Assignee shall be personallyliable for or otherwise obligated with respect to any such debt, obligation orliability of the Company by reason of being a Member or Assignee.  The Members and Assignees agree that therights, duties and obligations of the Members and Assignees in their capacitiesas such are only as set forth in this Agreement and as otherwise arise underthe Act. Furthermore, the Members and Assignees agree that the existence of anyrights of a Member or Assignee, or the exercise or forbearance from exercise ofany such rights shall not create any duties or obligations of the Member orAssignees in their capacities as such, nor shall such rights be construed toenlarge or otherwise alter in any manner the duties and obligations of theMembers or Assignees.

**ARTICLE 4DISTRIBUTIONS**

4.1           Distributions Generally.  Distributions to the Members shall be made insuch aggregate amounts and at such times as shall be determined by Membersrepresenting a Majority Interest.  Exceptas provided in Sections 4.2 or 4.3, distributions to the Members shall be madeon a Pro Rata basis; *provided, however*,that any loans from Members pursuant to Section 3.8 that are then due andpayable shall be repaid prior to any distributions to Members.  Any distributions by the Company will be madeonly to Persons who, according to the books and records of the Company, werethe holders of record of Membership Interests on the date determined by theMembers representing a Majority Interest as of which the holders of MembershipInterests are entitled to the distribution in question.  The Company shall be entitled to treat therecord holder of any Membership Interests as the beneficial owner thereof, andshall incur no liability for distributions made in good faith to such holder.

4.2           Tax Liability Distributions.  The Company shall make cash distributions onor prior to April 15th of each year to each Member in an amount intended toenable such Member (or any Person whose tax liability is determined byreference to the income of such Member) to discharge its United States federal,state and local income tax liabilities arising from the allocations madepursuant to Article 5 with respect to the Company’s operations in the precedingyear (a “*Tax Liability Distribution*”).  The amount of any such Tax LiabilityDistribution shall be equal to 40% of the amount of net taxable income and gainallocated to such Member pursuant to Article 5 with respect to the year forwhich the amount of any Tax Liability Distribution is being determined.

4.3           Distributions on Dissolution andWinding Up.  Upon the dissolution andwinding up of the Company, the proceeds of liquidation after the payment ofcreditors as specified in Section 16.2 shall be distributed to all of theMembers in accordance with their positive Capital Account balances as properlyadjusted through the time of such distribution.

4.4           Limitation on Distributions.  Notwithstanding any other provision to thecontrary in this Agreement, the Company shall not make a distribution to anyMember if such distribution would violate the Act or other applicable law.

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4.5           Withholding of Taxes.  The Company will withhold taxes fromdistributions to the extent required to do so by applicable law. Any amounts sowithheld and paid or required to be paid to a taxing authority will be treatedas if they had been distributed to the Member from whose distribution theamount was withheld.

**ARTICLE 5ALLOCATIONS**

5.1           Allocations of Profit and Loss.  Profit and Loss for a taxable year of theCompany, and each item thereof, shall be allocated among the Members, Pro Rata.

5.2           Allocations of Liquidating Gainand Loss.  Liquidating Gains andLiquidating Losses shall be allocated among the Members, Pro Rata.

5.3           Transfers.  In the event of a Transfer of Units during ataxable year, the Company shall make an interim closing of its books (or, atthe election of the applicable Transferor and Transferee and with the consentof Members representing a Majority Interest, utilize any other method permittedunder Section 706 of the Code) for purposes of determining the allocationsand distributions required under this Agreement.

5.4           Additional Allocations.  Notwithstanding any other provisions of thisSection 5.4, the following special allocations shall be made for each taxableperiod:

(a)           Notwithstandingany other provision of this Section 5.4, if there is a net decrease in CompanyMinimum Gain during any Company taxable period, each Member shall be allocateditems of Company income and gain for such period (and, if necessary, subsequentperiods) in the manner and amounts provided in Treasury Regulation Sections1.704-2(f)(6),(g)(2), and (j)(2)(i).  Forpurposes of this Section 5.4(a), each Member’s Capital Account shall bedetermined and the allocation of income or gain required hereunder shall beeffected, prior to the application of any other allocations pursuant to thisSection 5.4 with respect to such taxable period.  This Section 5.4(a) is intended to complywith the Company Minimum Gain chargeback requirement in Treasury RegulationSection 1.704-2(f) and shall be interpreted consistently therewith.

(b)           Notwithstandingthe other provisions of this Section 5.4 (other than (a) above), if there is anet decrease in Member Nonrecourse Debt Minimum Gain during any Company taxableperiod, any Member with a share of Member Nonrecourse Debt Minimum Gain at thebeginning of such taxable period shall be allocated items of Company income andgain for such period (and, if necessary, subsequent periods) in the manner andamounts provided in Treasury Regulation Sections 1.704-2(i)(4) and (j)(2)(ii).  For purposes of this Section 5.4(b) eachMember’s Adjusted Capital Account balance shall be determined, and theallocation of income and gain required hereunder shall be effected, prior tothe application of any other allocations pursuant to this Section 5.4, otherthan Section 5.4(a) above, with respect to such taxable period.  This Section 5.4(b) is intended to complywith the Member Nonrecourse Debt Minimum Gain chargeback requirement inTreasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistentlytherewith.

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(c)           Exceptas provided in (a) and (b) above, in the event any Member unexpectedly receivesany adjustments, allocations or distributions described in Treasury RegulationSections 1.704-1(b)(2)(ii)(d)(4), (5), or (6), items of Company income and gainshall be specially allocated to such Member in an amount and manner sufficientto eliminate, to the extent required by such Treasury Regulation, the deficitbalance, if any, in its Adjusted Capital Account created by such adjustments, allocationsor distributions as quickly as possible unless such deficit balance isotherwise eliminated pursuant to (a) or (b) above.

(d)           Inthe event any Member has a deficit balance in its Adjusted Capital Account atthe end of any Company taxable period, such Member shall be specially allocateditems of Company gross income and gain in the amount of such excess as quicklyas possible; *provided*, that an allocationpursuant to this Section 5.4(d) shall be made only if and to the extent thatsuch Member would have a deficit balance in its Adjusted Capital Account afterall other allocations provided in this Section 5.4 have been tentatively madeas if this Section 5.4(d) were not in this Agreement.

(e)           NonrecourseDeductions for any taxable period shall be allocated to the Members, *Pro Rata*.

(f)            MemberNonrecourse Deductions for any taxable period shall be allocated 100% to theMember that bears the Economic Risk of Loss with respect to the MemberNonrecourse Debt to which such Member Nonrecourse Deductions are attributablein accordance with Treasury Regulation Section 1.704-2(i).  If more than one Member bears the EconomicRisk of Loss with respect to a Member Nonrecourse Debt, Member NonrecourseDeductions attributable thereto shall be allocated between or among suchMembers in accordance with the ratios in which they share such Economic Risk ofLoss.

(g)           NonrecourseLiabilities.  For purposes of TreasuryRegulations Section 1.752-3(a)(3), the Members agree that “*ExcessNonrecourse Liabilities*” of the Company, as defined in TreasuryRegulations Section 1.752-3(a)(3), shall be allocated to the Members, Pro Rata.

(h)           Tothe extent an adjustment to the adjusted tax basis of any Company assetpursuant to Sections 734(b) or 743(b) of the Code is required, pursuant toTreasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account indetermining Capital Accounts, the amount of such adjustment to the CapitalAccounts shall be treated as an item of gain (if the adjustment increases thebasis of the asset) or loss (if the adjustment decreases such basis), and suchitem of gain or loss shall be specially allocated to the Members in a mannerconsistent with the manner in which their Capital Accounts are required to beadjusted pursuant to such provisions.

(i)            Notwithstandingany other provision of this Section 5.4 other than the Required Allocations,the Required Allocations shall be taken into account in making the AgreedAllocations so that, to the extent possible, the net amount of items of income,gain, loss and deduction allocated to each Member pursuant to the RequiredAllocations and Agreed Allocations, together, shall be equal to the net amountof such items that would have been allocated to each such Member under theAgreed Allocations if the Required Allocations had not otherwise been providedfor in this Section 5.4.

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5.5           Income Tax Allocations.

(a)           Exceptas provided in this Section 5.5, each item of income, gain, loss and deductionof the Company for federal income tax purposes shall be allocated among theMembers in the same manner as such items are allocated for book purposes underSections 5.1 and 5.2.

(b)           TheMembers recognize that with respect to any property contributed to the Company,there may be a difference between the basis of the property to the Company forfederal income tax purposes and its fair market value at the time of thecontribution.  In such case, all items oftax depreciation, cost recovery, amortization, and gain or loss with respect tosuch properties shall be allocated among the Members to take into account suchdisparities in accordance with the provisions of sections 704(b) and 704(c) ofthe Code and the Treasury Regulations under those sections.

(c)           Fortax purposes, recapture of tax deductions arising out of a disposition of propertyshall, to the extent consistent with the allocations for tax purposes of thegain or amount realized giving rise to such recapture, be allocated to theMembers in the same proportions as the recaptured deduction was originallyallocated.

(d)           Allitems of income, gain, loss, deduction and credit allocated to the Members inaccordance with the provisions hereof and basis allocations recognized by theCompany for federal income tax purposes shall be determined without regard toany election under Section 754 of the Code which may be made by the Company; *provided, however*, such allocations, once made, shall beadjusted as necessary or appropriate to take into account the adjustmentspermitted by Sections 734 and 743 of the Code.

5.6           Negative Capital Accounts.  In no event shall any Member be obligated topay to the Company, any other Member or any creditor of the Company any deficitbalance in its Capital Account.

**ARTICLE 6MEETINGS OF MEMBERS**

6.1           Time and Place.  Any meeting of the Members may be called by,and shall be held at such time and place, within oroutside the State of Oklahoma, as may be fixed by, Members representing aMajority Interest. If the place for a meeting is not fixed by theMembers representing a Majority Interest, such meeting shall be held at theCompany’s principal office.

6.2           Notice to Members.  Written notice stating the place, date, hourand purpose or purposes for which the meeting is called, shall be given to eachMember not less than one Business Day before the date of the meeting, except asotherwise required by the Act. If a meeting of Members is adjourned to adifferent date, time, or place, notice need notbe given of the new date, time or place if the new date, time or place isannounced at the meeting before adjournment.

6.3           Waiver.  Attendance of a Member, either in person orby proxy, at any meeting shall constitute a waiver of notice of such meeting,except where a Member attends a meeting for

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the express purpose of objecting, at thebeginning of the meeting, to the transaction of any business because themeeting is not lawfully called or convened. A written waiver of notice of anysuch meeting signed by a Member or Members entitled to such notice, whetherbefore, at or after the time for notice or the time of the meeting, shall beequivalent to notice. Neither the business to be transacted at, nor the purposeof, any meeting need be specified in any written waiver of notice.

6.4           Quorum.  Members representing a Majority Interestpresent in person or represented by proxy, shall constitute a quorum at allmeetings of the Members for the transaction of business, except as otherwiseprovided by the Act.

6.5           Voting and Proxies.  At every meeting of the Members, each Memberthat is entitled to vote at such meeting shall be entitled to vote in person orby proxy, but no proxy shall be voted after three years from its date unlessthe proxy provides for a longer period. When a quorum is present at anymeeting, the vote, whether in person or by proxy, of Members representing a MajorityInterest shall decide any such question brought before such meeting, unless thequestion is one upon which, by express provision of the Act or this Agreement,a different vote is required, in which case such express provision shallgovern.

6.6           Action by Consent of the Members.  Any action required or permitted to be takenat a meeting of the Members may be taken without a meeting if a written consentsetting forth the action so taken is signed by Members represented by thePercentage Interests that are required by the Act or this Agreement forapproval of the action in question. Such consent may be in one instrument or inseveral instruments, and shall have the same force and effect as a vote of theMembers at a meeting duly called and held.

6.7           Telephonic Meetings.  Members mayparticipate in any meeting of the Members through the use of any means ofconference telephones or similar communications equipment as long as allpersons participating can hear one another.  A Member so participating shall be deemed tobe present in person at the meeting.

6.8           Compensation of Members.  Except as expressly provided in any writtenagreement between the Company and a Member, no Member shall receive anycompensation from the Company for services provided to the Company in itscapacity as a Member.

**ARTICLE 7MANAGEMENT**

7.1           Management of the Company’sAffairs.

(a)           Themanagement of the Company is fully reserved to the Members, and the Companyshall not have “managers” as that term is used in the Act.  The powers of the Company shall be exercisedby or under the authority of, and the business and affairs of the Company shallbe managed under the direction of, the Members, who shall make all decisionsand take all actions for the Company.

(b)           TheMembers shall have the power and authority to delegate to one or more otherpersons the Members’ rights and power to manage and control the business andaffairs, or any

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portion thereof, of the Company, including to delegate to agents,officers and employees of a Member or the Company, and to delegate by amanagement agreement with or otherwise to other Persons.

(c)           Exceptas otherwise specifically provided in this Agreement, the Members herebydelegate to the board of directors of the Company (the “*Board*”),to the fullest extent permitted under this Agreement and Delaware law, all ofthe Company’s power and authority to manage and control the business andaffairs of the Partnership.  The Boardmay designate one or more other persons to be officers of the Company to assistin carrying out the Board’s decisions and the day-to-day activities of theCompany in its role as the general partner of the Partnership.  Officers are not “managers” as that term isused in the Act.  Any officers who are sodesignated shall have such titles and authority and perform such duties as thisAgreement provides or the Board may delegate to them.  The salaries or other compensation, if any,of the officers of the Company shall be fixed by the Board.  Any officer may be removed as such, eitherwith or without cause, by the Board, and any vacancy occurring in any office ofthe Company may be filled by the Board. Designation of an officer shall not of itself create contract rights.

(d)           TheMembers shall have exclusive authority over the business and affairs of theCompany other than in its role as general partner of the Partnership.  The type of matter referred to in the priorsentence where the Members have exclusive authority shall include, but not belimited to, the following:  (i) theamount and timing of distributions made by the Company; (ii) the issuance orrepurchase of any equity interests in the Company; (iii) the prosecution,settlement or management of any claim made directly against the Company; (iv)whether to sell, convey, transfer or pledge any asset of the Company; (v)whether to amend, modify or waive any rights relating to any assets of theCompany or any Subsidiary (other than the Partnership) of the Company; (vi)whether to enter into any agreement to incur an obligation of the Company orany Subsidiary of the Company other than an agreement entered into for and onbehalf of the Partnership or any Subsidiary of the Partnership for which theCompany or any Subsidiary of the Company is liable exclusively in its capacityas general partner of the Partnership or any of its Affiliates; (vii)commencement of any action relating to bankruptcy, insolvency, reorganizationor relief of debtors by the Company; (viii) a merger, consolidation,recapitalization or similar transaction involving the Company; (ix) dissolutionor liquidation of the Company and (x) the voting of any equity interestsin the Partnership held by the Company. In addition, the Members shall have exclusive authority to cause theCompany to exercise the rights of the Company or any Subsidiary of the Companyas general partner of the Partnership (or those exercisable after the Companyceases to be the general partner of the Partnership) provided in the followingprovisions of the Partnership Agreement or similar successor provisions:

(i)            Sections 4.6(a) and (b) (“*Transfer of the General Partner Interest*”), solely withrespect to the decision by the Company to transfer its general partner interestin the Partnership;

(ii)           Section 7.5(d) (relating to the rightof the Company to purchase Units or other Partnership Securities as such termsare defined in the Partnership Agreement);

(iii)          Section 7.6(a) and (b) (“*Loans from the General Partner; Loans or Contributions from thePartnership; Contracts with Affiliates; Certain Restrictions on the*

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*GeneralPartner*”), solely with respect to the decision by the Companyto lend funds to, enter into agreements with, sell, transfer or convey anyproperty to, or purchase any property from, or permit the use of its facilitiesand assets by a Group Member (as defined in the Partnership Agreement), in eachcase subject to the provisions of Section 7.9 of the Partnership Agreement;

(iv)          Section 7.7 (“*Indemnification*”),solely with respect to any decision by the Company or any of its Subsidiariesto exercise its rights as an “Indemnitee;”

(v)           Section 7.12 (“*RegistrationRights of the General Partner and its Affiliates*”), solely withrespect to any decision to exercise registration rights;

(vi)          Section 11.1 (“*Withdrawalof the General Partner*”), solely with respect to the decision by theCompany or any Subsidiary of the Company to withdraw as general partner of thePartnership and to the giving of notices required thereunder;

(vii)         Section 11.3(a) and (b) (“*Interest of Departing General Partner and Successor General Partner*”);

(viii)        Section 13.2 (“*AmendmentProcedures*”), solely with respect to the decision to propose anamendment to the Partnership Agreement;

(ix)           Section 14.2 (“*Procedure for Merger, Consolidation or Conversion*”), solelywith respect to the decision to consent to any proposed merger, consolidationor conversion of the Partnership; and

(x)            Section 15.1 (“*Right toAcquire Limited Partner Interests*”).

7.2           Number; Qualification; Election;Tenure of Directors.

(a)           Thenumber of directors (each a “*Director*” andcollectively, the “*Directors*”)constituting the Board shall be fixed from time to time pursuant to aresolution adopted by Members representing a Majority Interest. A Director neednot be a Member. Each Director shall serve as a member of the Board until theearlier of his resignation, death or removal from office or until his or hersuccessor is duly elected and qualified. The number of Directors constitutingthe initial Board shall be nine and the Directors shall be the followingindividuals:

Harold Hamm

Michael L. Greenwood

Edward D. Doherty

Rayford T. Reid

Shelby E. Odell

Randy Moeder

Ken Maples

Cheryl Evans

Bobby B. Lyle

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(b)           EachDirector shall be elected to hold office for a term of one year unless suchdirector earlier resigns, is removed or dies or unless a successor iselected.  To be elected as a Director, anatural person must (i) be chosen in accordance with Section 7.10 or (ii)(A)have been properly nominated for a position as a Director in accordance withSection 7.2(c) and (B) receive the affirmative vote of Members representing aMajority Interest at a meeting of Members held for such purpose at which aquorum is present in Person or by proxy.

(c)           Beforea meeting of the Members at which an election of Directors is to be held,Members representing a Majority Interest shall nominate its slate of persons tobe presented for election at such meeting.

7.3           Notice.  Written notice of all regular meetings of theBoard must be given to all Directors at least five calendar days prior to theregular meeting of the Board and two business days prior to any special meetingof the Board. Neither the business to be transacted at, nor the purpose of, anyregular or special meeting of the Board need be specified in the notice of suchmeeting. A meeting may be held at any time without notice if all the Directorsare present or if those not present waive notice of the meeting either beforeor after such meeting.

7.4           Regular Meetings.  The Board shall meet at least quarterly andmay, by resolution, provide the time and place for the holding of additionalregular meetings without other notice than such resolution.

7.5           Special Meetings.  Special Meetings of the Board may be called atany time at a request of the Chairman or of any three Directors.

7.6           Action by Consent of the Board.  Any action required or permitted to be takenat a meeting of the Board or any committee thereof may be taken without ameeting if a written consent setting forth the action so taken is signed by thenumber of Directors as is required by this Agreement for approval of the actionin question. Such consent may be in one instrument or in several instruments,and shall have the same force and effect as a vote of the Directors at ameeting duly called and held.

7.7           Telephonic Meetings.  Directors may participate in any meeting ofthe Board or any committee thereof through the use of any means of conferencetelephones or similar communications equipment as long as all personsparticipating can hear one another. A Director so participating shall be deemedto be present in person at the meeting.

7.8           Quorum; Voting Requirement.  A majority of the Directors, present in personor participating in accordance with Section 7.7, shall constitute a quorum forthe transaction of business, but if at any meeting of the Board there shall beless than a quorum present, a majority of the Directors present may adjourn themeeting from time to time without further notice. Except as otherwise providedin this Agreement, an act by the majority of the Directors present at a meetingat which a quorum is present shall be the act of the Board. The Directorspresent at a duly organized meeting may continue to transact business untiladjournment, notwithstanding the withdrawal of enough Directors to leave lessthan a quorum.

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7.9           Committees.

(a)           TheBoard shall establish committees of the Board. Any such committee, to theextent provided in the resolution of the Board or in this Agreement, shall haveand may exercise all powers and authority of the Board in the management of thebusiness and affairs of the Company.

(b)           TheBoard shall have an audit committee (the “*Audit Committee*”)comprised of directors who meet the independence standards required ofdirectors who serve on an audit committee of a board of directors establishedby the Securities Exchange Act of 1934, as amended, and the rules andregulations of the Commission thereunder and by the NASDAQ Global Market or anyother National Securities Exchange on which the Common Units are listed. TheAudit Committee shall establish a written audit committee charter in accordancewith the rules and regulations of the NASDAQ Global Market or any otherNational Securities Exchange on which the Common Units are listed from time totime, and the Securities and Exchange Commission, as amended from time to time.The Audit Committee shall review the financial statements of the Company andthe Partnership, review the external financial reporting of the Partnership,recommend engagement of the Partnership’s independent auditors, reviewprocedures for internal auditing and the adequacy of the Partnership’s internalaccounting controls and perform such other related functions as may be directedby the Board from time to time.  Eachmember of the Audit Committee shall satisfy the rules and regulations of theNASDAQ Global Market or any other National Securities Exchange on which theCommon Units are listed from time to time and the Securities and ExchangeCommission, as amended from time to time, pertaining to qualification forservice on an audit committee.

(c)           TheBoard may have a compensation committee (the “*CompensationCommittee*”). The Compensation Committee shall be charged with suchmatters pertaining to the compensation of Directors, Officers and otherpersonnel of the Company, the review, approval and administration of anyIncentive Plans put in place by the Company or the Partnership and such otherrelated matters as may be directed by the Board from time to time.

(d)           TheBoard may have a conflicts committee comprised of no fewer than two Directors(the “*Conflicts Committee*”), all of whom shallbe Independent Directors.  The ConflictsCommittee may review, and approve or disapprove, transactions in which apotential conflict of interest exists or arises between the Company, or any ofits Affiliates (other than a Group Member or a member of the MLP Group), on theone hand, and any Group Member or any Limited Partner (as defined in thePartnership Agreement), on the other hand, all in accordance with theapplicable provisions of the Partnership Agreement.  Any matter approved by the ConflictsCommittee in accordance with the provisions, and subject to the limitations, ofthe Partnership Agreement, shall not be deemed to be a breach of any fiduciaryor other duties owed by the Board, any Director or any Member to the Company orthe Members.

(e)           Atevery meeting of a committee, the presence of a majority of all the membersthereof shall constitute a quorum and the affirmative vote of a majority of themembers present shall be necessary for the adoption by the committee of anyresolution.  The chairman of thecommittee or a majority of the members of the committee may fix the time andplace of its meetings unless the Board shall otherwise provide.  Notice of such meetings shall be given to

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each member of the committee in the manner provided for in Section7.3.  The Board shall have power at anytime to fill vacancies in, to change the membership of, or to dissolve anycommittee. Nothing herein shall be deemed to prevent the Board from appointingone or more committees consisting in whole or in part of persons who are notDirectors; *provided, however*, that no such committeeshall have or may exercise any authority of the Board.

7.10         Vacancies; Increases in the Numberof Directors.  Unless otherwiseprovided by this Agreement, vacancies and newly created directorships resultingfrom any increase in the authorized number of Directors may be filled byMembers representing a Majority Interest; and any Director so chosen shall holdoffice until their successor shall be duly elected and qualified or until theirearlier death, resignation or removal.

7.11         Removal.  Any Director may be removed, with or withoutcause, by Members representing a Majority Interest.

7.12         Compensation of Directors.  Except as expressly provided in any writtenagreement between the Company and a Director or by resolution of the Board, noDirector shall receive any compensation from the Company for services providedto the Company in its capacity as a Director, except that each Director shallbe compensated for attendance at Board meetings at rates of compensation asfrom time to time established by the Board or a committee thereof; *provided, however*, that the Directors who are also employeesof the Company or any Affiliate thereof shall receive no compensation for theirservices as Directors or committee members. In addition to the foregoing, the members of any committee of the Boardshall receive such additional compensation as from time to time established bythe Board or a committee thereof.  Allthe Directors shall be entitled to be reimbursed for out-of-pocket costs andexpenses incurred in the course of their service as Directors.

**ARTICLE 8OFFICERS**

8.1           Elected Officers.  The officers of the Company (the “*Officers*”) shall be selected by, and serve at the pleasureof, the Board.  The Officers shall carryon the day to day activities of the Company and shall have such other authorityand duties delegated to each of them, respectively, by the Board from time totime.  The Officers shall be a Chairmanof the Board, a President and Chief Executive Officer, a Chief FinancialOfficer, a Secretary and such other officers (including Executive VicePresidents, Senior Vice Presidents and Vice Presidents) as the Board from timeto time may elect in accordance with this Article 8.  The Chairman of the Board shall be chosen fromamong the Directors.  All Officers shalleach have such powers and duties as generally pertain to their respectiveoffices, subject to the specific provisions of this Article 8. Any Person maybe selected by the Board to hold multiple offices. The Board may from time totime elect such other officers (including one or more Vice Presidents,Controllers, Assistant Secretaries and Assistant Treasurers) as it determinesto be necessary or appropriate for the conduct of the business of the Company.Such other officers and agents shall have such duties and shall hold theiroffices for such terms as shall be provided in this Agreement or as may beprescribed by the Board.

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8.2           Election and Term of Office.  The Officers of the Company shall be electedannually by the Board.  If the electionof Officers shall not be held at such meeting, such election shall be held assoon thereafter as convenient. Each Officer shall hold office until such person’ssuccessor shall have been duly elected and shall have qualified or until suchperson’s death or until he shall resign or be removed pursuant to Section 8.8.

8.3           Chairman of the Board.  The Chairman of the Board shall preside atall meetings of the Members and of the Board. The Board may also elect a ViceChairman to act in the place of the Chairman upon his absence or inability toact. The Chairman of the Board shall have the power to enter into bindingcontracts on behalf of the Company.

8.4           President and Chief ExecutiveOfficer.  The President and ChiefExecutive Officer shall be responsible for the general management of theaffairs of the Company and shall perform all duties incidental to such person’soffice that may be required by law and all such other duties as are properlyrequired of him by the Board. He shall make reports to the Board and theMembers and shall see that all orders and resolutions of the Board and of anycommittee thereof are carried into effect. The President and Chief ExecutiveOfficer, if he is also a Director, shall, in the absence of or because of theinability to act of the Chairman of the Board or any Vice Chairman elected bythe Board, perform all duties of the Chairman of the Board and preside at allmeetings of Members and of the Board.

8.5           Vice Presidents.  Each Executive Vice President and Senior VicePresident and any other Vice President shall have such powers and shall performsuch duties as shall be assigned to him by the Board.

8.6           Chief Financial Officer andAssistant Treasurers.  The ChiefFinancial Officer shall act as the Chief Financial Officer of the Company andshall exercise general supervision over the receipt, custody and disbursementof corporate funds.  The Chief FinancialOfficer shall cause the funds of the Company to be deposited in such banks asmay be authorized by the Board, or in such banks as may be designated asdepositories in the manner provided by resolution of the Board.  The Chief Financial Officer shall, ingeneral, perform all duties incident to the office of the Chief FinancialOfficer and shall have such further powers and duties and shall be subject tosuch directions as may be granted or imposed from time to time by the Board.Assistant Treasurers shall have such of the authority and perform such of theduties of the Chief Financial Officer as may be provided in this Agreement orassigned to them by the Board or the Chief Financial Officer.  Assistant Treasurers shall assist the ChiefFinancial Officer in the performance of the duties assigned to the ChiefFinancial Officer, and in assisting the Chief Financial Officer, each AssistantTreasurer shall for such purpose have the powers of the Chief FinancialOfficer.  During the Chief FinancialOfficer’s absence or inability to act, the Chief Financial Officer’s authorityand duties shall be possessed by such Assistant Treasurer or Assistant Treasurersas the Board may designate.

8.7           Secretary and AssistantSecretaries.  The Secretary shallkeep or cause to be kept, in one or more books provided for that purpose, theminutes of all meetings of the Board, the committees of the Board and theMembers. The Secretary shall see that all notices are duly given in accordancewith the provisions of this Agreement and as required by law; shall becustodian of the records and the seal of the Company and affix and attest theseal to all documents to be

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executed on behalf of the Company underits seal; and shall see that the books, reports, statements, certificates andother documents and records required by law to be kept and filed are properlykept and filed; and in general, shall perform all the duties incident to theoffice of Secretary and such other duties as from time to time may be assignedto the Secretary by the Board. Assistant Secretaries shall have such of theauthority and perform such of the duties of the Secretary as may be provided inthis Agreement or assigned to them by the Board or the Secretary. AssistantSecretaries shall assist the Secretary in the performance of the dutiesassigned to the Secretary, and in assisting the Secretary, each AssistantSecretary shall for such purpose have the powers of the Secretary. During theSecretary’s absence or inability to act, the Secretary’s authority and dutiesshall be possessed by such Assistant Secretary or Assistant Secretaries as theBoard may designate.

8.8           Removal.  Any Officer elected by the Board may beremoved by the affirmative vote of a majority of the Board. No elected Officershall have any contractual rights against the Company for compensation byvirtue of such election beyond the date of the election of such person’ssuccessor, such person’s death, such person’s resignation or such person’sremoval, whichever event shall first occur, except as otherwise provided in anemployment contract or under an employee deferred compensation plan.

8.9           Vacancies.  A newly created elected office and a vacancyin any elected office because of death, resignation or removal may be filled bythe Board for the unexpired portion of the term at any meeting of the Board.

8.10         Compensation.  The Officers shall receive such compensationfor their services as may be designated by the Compensation Committee or theBoard.  In addition, the Officers shallbe entitled to be reimbursed for out-of-pocket costs and expenses incurred inthe course of their service hereunder.

8.11         Powers of Attorney.  The Company may grant powers of attorney orother authority as appropriate to establish and evidence the authority of theOfficers and other Persons.

8.12         Delegation of Authority.  Unless otherwise provided by this Agreementor by resolution of the Board, no Officer shall have the power or authority todelegate to any Person such Officer’s rights and powers as an Officer to managethe business and affairs of the Company.

**ARTICLE 9STANDARDS OF CONDUCT, LIABILITY AND INDEMNIFICATION**

9.1           Standards of Conduct and FiduciaryDuties.

(a)           Incausing the Company to make a determination or take or decline to take anyaction in its capacity as the general partner of the Partnership as opposed toin its individual capacity, an Indemnitee shall act in accordance with ArticleVII of the Partnership Agreement and shall not be subject to any other ordifferent standards imposed by this Agreement or any other agreementcontemplated hereby or under the Act or any other law, rule or regulation.

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(b)           Otherwise,an Indemnitee shall act in good faith and shall not be subject to any other ordifferent standards imposed by this Agreement, any other agreement contemplatedhereby or under the Act or any other law, rule or regulation. In order for adetermination or other action affecting the Company to be in “good faith” forpurposes of this Agreement, an Indemnitee must believe that the determinationor other action is in the best interests of the Company.

(c)           Tothe extent that, at law or in equity, an Indemnitee has duties (includingfiduciary duties) and liabilities relating thereto to the Company, to thePartnership, or to any Member, an Indemnitee acting under this Agreement shallnot be liable to the Company, the Partnership or to any Member for its goodfaith reliance on the provisions this Agreement. The provisions of thisAgreement, to the extent that they restrict the duties and liabilities of anIndemnitee otherwise existing at law or in equity, are agreed by the partieshereto to replace such other duties and liabilities of such Indemnitee.

9.2           Liability and Exculpation.

(a)           Notwithstandinganything to the contrary set forth in this Agreement, no Indemnitee shall beliable for monetary damages to the Company, the Partnership, the Members or anyAssignee, for losses sustained or liabilities incurred as a result of any actor omission of an Indemnitee unless there has been a final and non-appealablejudgment entered by a court of competent jurisdiction determining that, inrespect of the matter in question, the Indemnitee acted in bad faith or engagedin fraud, willful misconduct or, in the case of a criminal matter, acted withknowledge that the Indemnitee’s conduct was criminal.

(b)           AnIndemnitee shall be fully protected in relying in good faith upon the books andrecords of the Company, the books and records of the Partnership, and upon suchinformation, opinions, reports or statements presented to the Company by anyPerson as to matters the Indemnitee believes are within such other Person’sprofessional or expert competence, including information, opinions, reports orstatements as to the value and amount of the assets, liabilities, profits,losses or any other facts pertinent to the existence and amount of assets fromwhich distributions to Members might properly be paid.

9.3           Indemnification.

(a)           Tothe fullest extent permitted by law but subject to the limitations expresslyprovided in this Agreement, all Indemnitees shall be indemnified and heldharmless by the Company from and against any and all losses, claims, damages,liabilities, joint or several, expenses (including legal fees and expenses),judgments, fines, penalties, interest, settlements or other amounts arisingfrom any and all claims, demands, actions, suits or proceedings, whether civil,criminal, administrative or investigative, in which any Indemnitee may beinvolved, or is threatened to be involved, as a party or otherwise, by reasonof its status as an Indemnitee; *provided*, thatthe Indemnitee shall not be indemnified and held harmless if there has been afinal and non-appealable judgment entered by a court of competent jurisdictiondetermining that, in respect of the matter for which the Indemnitee is seekingindemnification pursuant to this Section 9.3, the Indemnitee acted in bad faithor engaged in fraud, willful misconduct or, in the case of a criminal matter,acted with knowledge that the Indemnitee’s conduct was unlawful.

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(b)           Tothe fullest extent permitted by law, expenses (including legal fees andexpenses) incurred by an Indemnitee who is indemnified pursuant to this Section9.3 in defending any claim, demand, action, suit or proceeding shall, from timeto time, be advanced by the Company prior to a determination that theIndemnitee is not entitled to be indemnified upon receipt by the Company of anyundertaking by or on behalf of the Indemnitee to repay such amount if it shallbe determined that the Indemnitee is not entitled to be indemnified asauthorized in this Section 9.3.

(c)           TheCompany may purchase and maintain insurance on behalf of Indemnitees and suchother Persons as the Company shall determine, against any liability that may beasserted against or expenses that may be incurred by any such Indemnitees orother Persons in connection with the activities of the Company or suchIndemnitees or such Indemnitee’s or Person’s activities on behalf of thePartnership or the Company.  The Companymay enter into indemnity contracts with Indemnitees or other Persons and adoptwritten procedures pursuant to which arrangements are made for the advancementof expenses and the funding of obligations and containing such other proceduresregarding indemnification as the Board determines are necessary or appropriate.

(d)           Theindemnification provided by this Section 9.3 shall be in addition to any otherrights to which an Indemnitee may be entitled under any agreement, pursuant toany vote of the Members, as a matter of law or otherwise, both as to actions inthe Indemnitee’s capacity as an Indemnitee and as to actions in any othercapacity, and shall continue as to an Indemnitee who has ceased to serve insuch capacity and shall inure to the benefit of the heirs, successors, assignsand administrators of the Indemnitee.

**ARTICLE 10TAXES**

10.1         Tax Returns.  The Tax Matters Member shall prepare andtimely file (on behalf of the Company) all federal, state and local tax returnsrequired to be filed by the Company. Each Member shall furnish to the Companyall pertinent information in its possession relating to the Company’soperations that is necessary to enable the Company’s tax returns to be timelyprepared and filed. The Company shall bear the costs of the preparation andfiling of its tax returns.

10.2         Tax Elections.

(a)           TheCompany shall make the following elections on the appropriate tax returns:

(i)            to adopt the calendar year as theCompany’s fiscal year;

(ii)           to adopt the accrual method ofaccounting;

(iii)          to make the election under Section 754of the Code in accordance with applicable Treasury Regulations thereunder,subject to the reservation of the right to seek to revoke any such electionupon the Tax Matters Member’s determination that such revocation is in the bestinterests of the Members;

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(iv)          to elect the remedial method underTreasury Regulations Section 1.704-3(d) for purposes of Section 704(d) of theCode; and

(v)           any other election the Boarddetermines to be necessary or appropriate.

(b)           Neitherthe Company nor any Member shall make an election for the Company to beexcluded from the application of the provisions of subchapter K of chapter 1 ofsubtitle A of the Code or any similar provisions of applicable state law and noprovision of this Agreement shall be construed to sanction or approve such anelection.

10.3         Tax Matters Member.

(a)           HammHoldings, or such other Member selected by Members representing a MajorityInterest, shall act as the “tax matters partner” of the Company pursuant toSection 6231(a)(7) of the Code (the “*Tax Matters Member*”).The Tax Matters Member shall take such action as may be necessary to cause tothe extent possible each Member to become a “notice partner” within the meaningof Section 6223 of the Code. The Tax Matters Member shall inform each Member ofall significant matters that may come to its attention in its capacity as TaxMatters Member by giving notice thereof on or before the fifth business dayafter becoming aware thereof and, within that time, shall forward to eachMember copies of all significant written communications it may receive in thatcapacity.

(b)           TheTax Matters Member shall take no action without the authorization of the Board,other than such action as may be required by applicable law. Any cost orexpense incurred by the Tax Matters Member in connection with its duties,including the preparation for or pursuance of administrative or judicialproceedings, shall be paid by the Company.

(c)           TheTax Matters Member shall not enter into any extension of the period oflimitations for making assessments on behalf of the Members without firstobtaining the consent of the Board. The Tax Matters Member shall not bind anyMember to a settlement agreement without obtaining the consent of such Member.Any Member that enters into a settlement agreement with respect to any Companyitem (as described in Section 6231(a)(3) of the Code) shall notify the otherMembers of such settlement agreement and its terms within 90 days from the dateof the settlement.

(d)           NoMember shall file a request pursuant to Section 6227 of the Code for anadministrative adjustment of Company items for any taxable year without firstnotifying the other Members. If the Board consents to the requested adjustment,the Tax Matters Member shall file the request for the administrative adjustmenton behalf of the Members. If such consent is not obtained within 30 days fromsuch notice, or within the period required to timely file the request foradministrative adjustment, if shorter, any Member may file a request foradministrative adjustment on its own behalf. Any Member intending to file apetition under Sections 6226, 6228 or other Section of the Code with respect toany item involving the Company shall notify the other Members of such intentionand the nature of the contemplated proceeding. In the case where the TaxMatters Member is intending to file such petition on behalf of the Company,such notice shall be given within a reasonable period of time to allow theMembers to participate in the choosing of the forum in which such petition willbe filed.

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(e)           Ifany Member intends to file a notice of inconsistent treatment under Section6222(b) of the Code, such Member shall give reasonable notice under thecircumstances to the other Members of such intent and the manner in which theMember’s intended treatment of an item is (or may be) inconsistent with thetreatment of that item by the other Members.

**ARTICLE 11TRANSFER OF MEMBERSHIP INTERESTS;ADMISSION OF SUBSTITUTE MEMBERS**

11.1         Restrictions on Transfers ofMembership Interests.

(a)           Exceptas otherwise provided in this Agreement, no Member or Assignee may Transfer anyMembership Interests held by such Member or Assignee to any other Personwithout obtaining the approval of Members representing a MajorityInterest.  Any attempted Transfer ofMembership Interests in violation of this Article 11 shall be, and is herebydeclared, null and void *ab initio*, andthe purported Transferee shall (a) not be admitted as a Member, (b) not bedeemed to be an Assignee of the Membership Interests purported to beTransferred, and (c) have no rights to share in Profits or Losses, to receiveany distributions, or to receive any allocations of income, gain, loss,deduction or credit or other similar items with respect to the MembershipInterests purported to be Transferred.

(b)           TheMembers acknowledge and understand that interests in the Company cannot bereadily purchased or sold in the open market, and that each of the Members hasentered into this Agreement in substantial reliance upon the strict enforcementof the covenants and conditions of this Agreement.  Because of such limited marketability ofinterests, such substantial reliance on the covenants and conditions hereof,and the unique relationship that exists among Members entering into a commonbusiness venture, among other reasons, it is expressly agreed and acknowledgedthat the Members will be irreparably damaged in the event that this Agreementis not specifically enforced.  Should anydispute arise concerning the Transfer of Membership Interests, an injunctionmay be issued enjoining such Transfer pending the determination of suchcontroversy.  Such remedy shall, however,be cumulative and not exclusive, and shall be in addition to any other remedywhich the parties may have at law or in equity.

11.2         Substitute Members.

(a)           Ifa Member Transfers any of its Membership Interests to a Transferee who is notalready a Member, Members representing a Majority Interest shall have the rightand authority (but, except as provided in this Section 11.2, not theobligation) to cause the Transferee to be admitted as a Member, subject to therequirements of this Section 11.2.

(b)           NoMember shall have the right to substitute a Transferee as a Member in his placeunless:

(i)            the Transferor gives the Transfereesuch right in writing;

(ii)           the admission of the Transferee as aSubstitute Member is approved by Members representing a Majority Interest; and

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(iii)          the Transferee and the Transferorexecute and deliver such instruments, in form and substance satisfactory to theCompany, as Members representing a Majority Interest may deem necessary ordesirable to effect such substitution and to confirm the agreement of theTransferee to be bound by all of the terms and provisions of this Agreement.

(c)           ATransferee who has been admitted as a Substitute Member in accordance with thisSection 11.2 shall have all the rights and powers and be subject to all therestrictions and liabilities of a Member and shall become a signatory hereto.

(d)           TheCompany and the Members shall be entitled to treat the record owner of anyMembership Interests as the absolute owner thereof in all respects, and shallincur no liability for distributions of cash or other property made in goodfaith to such owner until such time as a written assignment of such MembershipInterests has been received, accepted and approved by Members representing aMajority Interest and recorded on the books of the Company.

11.3         Assignees.  Unless admitted as a Substitute Member, noTransferee, whether by a voluntary Transfer, by operation of law or otherwise,shall have any rights hereunder, other than the rights of an Assignee asprovided in this Section 11.3.  AnAssignee shall be entitled to all the rights of an assignee of a Member’sinterest under the Act, including the right to receive distributions from theCompany and the share of Profits and Losses attributable to the MembershipInterests Transferred to such Assignee, and the right to transfer theMembership Interests as provided in this Article 11, but shall not be deemed tobe a holder of Membership Interests for any other purpose under this Agreementand shall not be entitled to vote or consent with respect to such MembershipInterests on any matter presented to the Members for approval (such power andright to so vote and consent remaining with the Transferor).  In the event any Assignee desires to furtherTransfer any Membership Interests, such Assignee shall be subject to all theprovisions of this Article 11 to the same extent and in the same manner as anyMember desiring to make a Transfer of Membership Interests.

11.4         Requirements Applicable to AllTransfers.  Any Transfer ofMembership Interests under this Article 11 and any admission of an Assignee asa Substitute Member shall also be subject to the following requirements, andsuch Transfer shall not be effective unless such requirements are satisfied; *provided, however*, that Members representing a MajorityInterest may waive any of the following requirements:

(a)           Thefollowing documents must be delivered to the Company and must be satisfactory,in form and substance, to Members representing a Majority Interest:

(i)            A copy of the instrument pursuant towhich the Transfer is effected;

(ii)           An instrument, executed by theTransferor and the Transferee, containing the following information andagreements, to the extent they are not contained in the instrument described inSection 11.4(a)(i):

(A)          the notice address of the Transferee;

(B)           the Percentage Interest transferredto the Transferee;

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(C)           if the Transferee is not already aMember, the Transferee’s request to become a Substitute Member and an agreementby the Transferee (and such Transferee’s spouse, if applicable) to become aparty to and to be bound by the terms and conditions of this Agreement;

(D)          representations and warranties by theTransferor and Transferee that the Transfer is being made in accordance withthis Article 11 and applicable laws; and

(iii)          Such opinions of counsel regarding taxand securities law matters as Members representing a Majority Interest mayrequire.

(b)           TheTransferor and Transferee shall pay, or reimburse the Company for, allreasonable costs and expenses incurred by the Company in connection with theTransfer and, if applicable, admission of the Transferee as a Member, includingthe legal fees incurred in connection with the legal opinions referred to inSection 11.4(a)(iii) and any costs incurred in amending this Agreement.

(c)           AnyTransferee, whether or not admitted as a Substitute Member, shall take theTransferred Membership Interests subject to the obligations of the Transferor.

11.5         Release of Transferor’s Liability.  No Transfer (other than pursuant to astatutory merger or consolidation wherein all obligations and liabilities ofthe Transferor are assumed by a successor entity by operation of law) shallrelieve the Transferor of any of its continuing obligations under thisAgreement without the approval of Members representing a Majority Interest.

11.6         Prohibition Against Hypothecation.  No Membership Interests shall be subject tothe claims of any creditor or to the legal process, and Membership Interestsmay not be voluntarily or involuntarily alienated or encumbered except (a) asmay be authorized by Members representing a Majority Interest or (b) withrespect to security interest or other claims in favor of the Company or any ofits Affiliates.  Any attempted grant of asecurity interest in any Membership Interests by a Member in violation of thisAgreement shall be a breach of this Agreement and such attempted grant shallbe, and is hereby declared, null and void *ab initio*.

11.7         General Provisions relating toTransfer of Membership Interests.

(a)           NoMember may withdraw from the Company, other than as a result of a Transfer ofall of such Member’s Membership Interests in accordance with this Article 11with respect to which the Transferee becomes a Substitute Member in place ofthe Transferor.  Except as otherwiseprovided in this Agreement, any Member who Transfers all of the Units held bysuch Member in a Transfer permitted pursuant to this Article 11 where theTransferee is admitted as a Substitute Member shall automatically cease to be aMember as of the date of consummation of such Transfer.

(b)           Subjectto Section 11.1, all distributions and allocations with respect to which therecord date is before the effective date of any Transfer shall be made to theTransferor, and all distributions and allocations thereafter shall be made tothe Transferee.

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(c)           Inaddition to any other restrictions on Transfer contained herein, in no eventmay any Transfer or assignment of Membership Interests by any Member be made(i) to any Person who lacks the legal right, power or capacity to ownMembership Interests, or (ii) in violation of applicable law.

11.8         Further Admissions of AdditionalMembers.  Subject to Article 14, theCompany may authorize the issuance of additional Membership Interests to anyPerson at any time for such consideration as Members representing a MajorityInterest deem appropriate.  The issuanceof additional Membership Interests to any Person who is not then a Member shallbe subject to the approval of Members representing a Majority Interest.  If Membership Interests are issued hereunderto any Person who is not already a Member, any such new Member shall, as acondition to admission, execute and acknowledge such instruments as the Membersrepresenting a Majority Interest determine to be necessary or advisable toeffect the admission of such Person as a Member, including, without limitation,the written acceptance and adoption by such Person of the provisions of thisAgreement.

**ARTICLE 12FORFEITURE OF MEMBERSHIP INTERESTS**

If a Management Member (a “*TerminatingHolder*”) ceases to be an officer or employee of the Company, whethervoluntarily or involuntarily, (a “*Mandatory Forfeiture Event*”)then, as of the date of such Mandatory Forfeiture Event, the Terminating Holdershall automatically forfeit to the Company (a “*MandatoryForfeiture*”) all of such Terminating Holder’s Membership Interestsfor no consideration.

**ARTICLE 13CO-SALE OBLIGATIONS**

13.1         Notice of Certain Sales.  If one or more of the Members (the “*Selling Members*”) proposes to Transfer Membership Interestsrepresenting a Majority Interest in one or more related arms’-lengthtransactions to any Person that is not an Affiliate of any of the Members, thenthe Selling Members shall give written notice (the “*Co-SaleNotice*”) to the Company and to each of the Members that is not aSelling Member (the “*Non-Selling Members*”)at least 30 calendar days prior to the closing of such Transfer.  The Co-Sale Notice shall describe inreasonable detail (i) the identification of the Selling Members, (ii) theSelling Member to which the Non-Selling Members shall direct all noticespursuant to this Article 13 (the “*Selling MembersRepresentative*”) and (iii) the proposed Transfer including, withoutlimitation, the nature of such Transfer, the proposed closing date of suchTransfer, the consideration to be paid, whether such consideration is to bepaid in one lump sum or installments, the name and address of each prospectiveTransferee (the “*Co-Sale Transferee*”), and theother material terms of the Transfer (the “*Co-Sale Terms*”).

13.2         Co-Sale Obligations and Rights.  If in the Co-Sale Notice the Selling Memberselect to require each of the Non-Selling Members to participate in the proposedTransaction (the “*Drag-Along Election*”), upondelivery of the Co-Sale Notice, each Non-Selling Member shall be required toparticipate in such Transfer by Transferring Membership Interests on the sameterms and conditions specified in the Co-Sale Notice (the “*Co-SaleObligation*”).

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13.3         Delivery of Documents to EffectuateTransfer.  Each Non-Selling Memberparticipating in the Transfer shall effect its participation in the Transfer bypromptly delivering to the Selling Members Representative such instruments, inform and substance satisfactory to the Selling Members Representative, as the SellingMembers Representative may deem necessary or desirable to effect the Transferspecified in the Co-Sale Notice.

13.4         Consummation of Transfer.  Concurrently with the consummation of theTransfer specified in the Co-Sale Notice, the Selling Members Representativeshall remit or cause to be remitted to each Non-Selling Member that portion ofthe Transfer consideration to which such Non-Selling Member is entitled byreason of his participation in such Transfer.

13.5         Exempt Transfers.  Notwithstanding the foregoing, the provisionsof this Article 13 shall not apply to (i) any pledge of MembershipInterests made pursuant to a bona fide loan transaction that creates a meresecurity interest or (ii) any bona fide gift.

13.6         Termination of Rights Conferred in thisArticle 13.  The provisions of thisArticle 13 shall terminate upon the closing of the Company’s sale of allor substantially all of its assets or the acquisition of the Company by anotherentity by means of a merger or consolidation resulting in the exchange ofMembership Interests for securities or consideration issued, or caused to beissued, by the acquiring entity or its subsidiary.

**ARTICLE 14PREEMPTIVE RIGHTS**

14.1         Grant of Preemptive Rights.  The Company hereby grants to each Member theright on the terms and conditions set forth in this Article 14 to purchase suchMember’s *Pro Rata* share of any MembershipInterests that the Company may, after the date hereof, from time to time,propose to sell and issue for cash consideration.

14.2         Terms of the Preemptive RightsOffering.  If the Company proposes toundertake an issuance of Membership Interests, it shall give the Members, asapplicable, written notice of such proposal describing the type of MembershipInterests, the cash consideration to be paid for the Membership Interests andthe general terms upon which the Company proposes to issue the MembershipInterests, as applicable.  Each of theapplicable Members shall have thirty (30) days from the date of receipt of thenotice to agree to purchase up to its *Pro Rata* shareof such Membership Interests for the cash consideration and upon the generalterms specified in the notice by giving written notice to the Company thatstates the quantity of Membership Interests to be purchased.  If any Member elects to purchase less thanits *Pro Rata* share of the MembershipInterests so offered, the Membership Interests of such Member not so purchasedmay be purchased within such period by Hamm Holdings.

**ARTICLE 15BOOKS OF ACCOUNT, RECORDS AND REPORTS**

15.1         Preparation and Maintenance of Booksand Records.  The Company shallprepare and maintain records and books of account covering such mattersrelative to the Company’s business as are usually entered into records andbooks of account maintained by limited liability companies engaged inbusinesses of like character. The Company’s books and records shall be

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maintained in accordance with partnershipaccounting practices and procedures and shall incorporate such method of taxaccounting as the Members determine is permissible and would be in the bestinterests of the Company.

15.2         Company Documentation Requirements.  The Company shall keep at its principaloffice the following:

(a)           Acurrent list of the full name and last known business or residence address ofeach Member and Assignee (if any) set forth in alphabetical order together withthe capital contribution of each Member and Assignee;

(b)           Copiesof the Company’s federal, state and local income tax or information returns andreports, if any, for the six most recent taxable years;

(c)           Acopy of the Certificate of Formation and all amendments thereto;

(d)           Copiesof this Agreement and all amendments thereto;

(e)           Thebooks and records of the Company as they relate to the business affairs andoperations of the Company for the current and the four most recent fiscalyears; and

(f)            Anyother books and records that the Company is required to maintain under the Actor other applicable law.

15.3         Fiscal Year.  The Fiscal Year of the Company shall be thecalendar year.

15.4         Company Funds.  The funds of the Company shall be depositedin such bank account or accounts, or invested in such interest-bearing ornon-interest-bearing investments, as shall be designated by the Board. Allwithdrawals from any such bank accounts shall be made by the duly authorizedagent or agents of the Company.

15.5         Statements.

(a)           TheCompany shall cause to be prepared at least annually, at Company expense, theinformation related to the Company’s business activities necessary for thepreparation of each Members’ federal and state income tax returns, and upon thewritten request of a Member, the Company shall send or cause to be sent suchinformation relevant for such Member to each requesting Member within 90 daysafter the end of each taxable year, unless the Company reasonably determinesthere is good reason to defer the sending of such information, but in no eventshall such information be sent to such Member later than 180 days after the endof the taxable year. If the Company deems it required or desirable, a copy ofthe Company’s federal, state and/or local income tax or information returns forthat year shall also be sent to such Member along with such information.

(b)           TheCompany shall provide to the Members such annual or other periodic reports on itsbusiness and financial affairs as may be required under the Act, otherapplicable law, or as otherwise deemed appropriate by the Board.

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(c)           Inaddition to the information, reports and statements furnished to the Memberspursuant to subsections 15.5(a) and (b), the Company shall obtain an annualaudit of the Company certified to by an independent certified publicaccountant, which shall be transmitted by the Company to each requesting Memberwithin three months after the close of each fiscal year, containing, at aminimum:

(i)            a balance sheet of the Company as ofthe beginning and close of such fiscal year;

(ii)           a statement of Company Profits andLosses for such fiscal year; and

(iii)          a statement of such Member’s CapitalAccount as of the close of such fiscal year, and changes therein during suchfiscal year.

**ARTICLE 16DISSOLUTION AND TERMINATION OF THE COMPANY**

16.1         Dissolution.  The death, dissolution, bankruptcy, expulsionor removal of a Member shall not cause the dissolution of the Company, and uponany such event the business of the Company shall continue to be conductedpursuant to the terms of this Agreement. The Company shall be dissolved and itsaffairs wound up on the happening of any of the following events (herein each a“*Dissolution Event*”):

(a)           Byan election by the Members representing a Majority Interest to dissolve theCompany;

(b)           Theentry of a decree of judicial dissolution of the Company pursuant to Section18-802 of the Act; or

(c)           Theoccurrence of any event that makes it unlawful for the business of the Companyto be carried on or for the Members to carry on such business in a limitedliability company form.

16.2         Winding Up and Liquidation.  Upon the occurrence of a Dissolution Event,the Member holding the greatest Percentage Interest (the “*Liquidator*”)shall cause a full accounting of the assets and liabilities of the Company tobe taken and shall cause the assets to be liquidated and the business of theCompany to be wound up as promptly as possible. To the extent permitted by theAct, the proceeds of such liquidation shall be applied, first, to creditors insatisfaction of liabilities of the Company (whether by payment or by making ofreasonable provision for payment), including any loans to the Company byMembers, and any remaining assets of the Company shall be distributed inaccordance with Section 4.4. The holders of Membership Interests shallcontinue to share distributions, profits, losses and allocations during theperiod of liquidation in accordance with Articles 3, 4 and 5. Except asotherwise authorized by Members, the Liquidator shall not be entitled to anyspecial compensation for serving as the liquidator of the Company.

16.3         No Recourse.  A Member shall look solely to the assets ofthe Company for the return of its Capital Contributions, and if the assetsremaining after the payment and discharge of

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Company debts and liabilities areinsufficient to provide for the return of its Capital Contributions, a Membershall have no recourse against any other Member. No holder of an interest inthe Company shall have any right to demand or receive property other than cashupon dissolution, winding up and termination of the Company.

16.4         No Deficit Contribution Obligation.  No Member shall have any obligation, upon aliquidation, to make any Capital Contribution for purposes of eliminating ordiminishing any negative balance in such Member’s Capital Account.

**ARTICLE 17AMENDMENTS; POWER OF ATTORNEY**

17.1         Amendments Generally.  Except as otherwise provided in thisAgreement, any provision of this Agreement may be amended pursuant to anyamendment that is approved by Members representing a Majority Interest.  In addition to the approvals required by theimmediately preceding sentence, any amendment to this Agreement that materiallyand adversely affects the then existing rights, duties, obligations orrestrictions of a Management Member that is not generally applicable to allMembers shall require the approval of such Management Member.

17.2         Power of Attorney.  Each Member hereby irrevocably appoints theMember holding the greatest Percentage Interest as its true and lawfulattorney-in-fact, with full power and authority, on behalf and in the name ofsuch Member, to execute, acknowledge, swear to and file pertinent instruments(a) in connection with any amendment to this Agreement approved in accordancewith this Article 17, (i) to admit additional or Substitute Members asauthorized by this Agreement, and (ii) in any other respect, provided there hasbeen compliance with this Agreement with respect to the amendment in question,and (b) required of the Company by applicable law.

**ARTICLE 18MISCELLANEOUS**

18.1         No Registration of MembershipInterests.  Each Member agrees thatthe Membership Interests being issued hereunder to the Members may besecurities and that such Membership Interests have been issued withoutregistration under the Securities Act of 1933, as amended (the “*Securities Act*”), or registration or qualification under anystate securities or “*Blue Sky*” laws,in reliance on exemptions from those registration and qualification provisions.Each Member represents and warrants to the Company that it has acquired or isacquiring its Membership Interests for investment purposes only and without anyview toward or intent to dispose of or distribute such Membership Interests orany interest therein. Each Member also agrees that, in the absence of anapplicable exemption from registration and qualification, neither theMembership Interests, nor any interest therein may be transferred withoutregistration under the Securities Act and registration or qualification underapplicable state securities or “*Blue Sky*” laws.

18.2         Exhibits.  Each of the Schedules and Exhibits attachedto this Agreement are incorporated herein by reference and expressly made apart of this Agreement for all purposes.

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References to any Schedule or Exhibit inthis Agreement shall be deemed to include this reference and incorporation.

18.3         Severability.  If any provision of this Agreement or portionthereof, or the application of such provision or portion thereof to any Personor circumstance, shall be held invalid, the remainder of this Agreement, or theapplication of such provision or portion thereof to Persons or circumstancesother than those to which it is held invalid, shall not be affected thereby.

18.4         Successors and Assigns.  Except as otherwise herein provided, thisAgreement shall be binding upon and inure to the benefit of the parties hereto,their respective heirs executors, administrators and successors, and all otherpersons hereafter having or holding an interest in this Company, whether asAssignees, Transferees, Substitute Members, Additional Members or otherwise.

18.5         Governing Law.  This Agreement and the rights of the partieshereunder shall be governed by and construed in accordance with the internallaws, and not the laws pertaining to choice or conflict of laws, of the Stateof Delaware.  Each Member consents to theexclusive jurisdiction of the federal and state courts located in Wilmington,Delaware with respect to any litigation arising under or related to thisAgreement.

18.6         Counterparts.  This Agreement may be executed by original orfacsimile signature in one or more counterparts, each of which shall be deemedan original and all of which taken together shall constitute one and the sameinstrument.

18.7         No Third Party Beneficiaries.  The provisions of this Agreement shall not befor the benefit of, nor shall they be enforceable by, any Person who is not anAssignee or a party to this Agreement.

18.8         Notices.  Except as expressly provided otherwise inthis Agreement, all notices, requests, or consents provided for or permitted tobe given under this Agreement must be in writing and must be given either bydepositing that writing in the United States mail, addressed to the Person,postage prepaid, and registered or certified with return receipt requested, orby delivering that writing to the Person in person, by courier, or by facsimiletransmission. If mailed or delivered by courier, such notice shall be deemed tobe given when deposited in the United States mail, postage prepaid, or whendeposited with a reputable overnight courier, addressed to the Person at itsaddress as it appears in the records of the Company. If given by facsimiletransmission, such notice shall be deemed to be given when upon receipt ofconfirmation of a successful facsimile transmission to the facsimile number ofthe Person as it appears in the records of the Company. If given personally orotherwise than by mail, courier or facsimile transmission, such notice shall bedeemed to be given when either handed to the Person or delivered to the Person’saddress as it appears in the records of the Company. All notices, requests, andconsents to be given to a Member must be sent or delivered to the address givenfor that Member as reflected in this Agreement or such other address as thatMember may specify by written notice to the Company and to the other Members.Whenever any notice is required to be given by law or this Agreement, a writtenwaiver thereof, signed by the Person entitled to notice,

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whether before or after the time statedtherein, shall be deemed equivalent to the giving of such notice.

18.9         Entire Agreement; Interpretation.  This Agreement contains the entire understandingbetween the parties with respect to the subject matter hereof and supersedesany prior understandings between them with respect to said subject matter, andspecifically, but without limiting the foregoing, supersedes and replaces thatcertain Limited Liability Company Agreement of Hiland Partners GP Holdings, LLCdated as of May 10, 2006. There are no representations, agreements,arrangements or understandings, oral or written, between and among the partieshereto relating to the subject matter of this Agreement that are not fullyexpressed herein. This Agreement is not to be interpreted for or against anyMember or the Company, and no Person will be deemed the draftsperson of thisAgreement.

[*Signature pages follow*.]

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IN WITNESS WHEREOF, the parties hereto have executedthis Amended and Restated Limited Liability Company Agreement effective as ofthe Effective Date.
| ** ** | **HILAND PARTNERS GP HOLDINGS,** |
|------------|----------------------------------|
| ** ** | **LLC**                          |
|       |                             |   |
|       |                             |   |
|       | By:                              | /s/ Randy Moeder |
|       |                             | Randy Moeder |
|       |                             | Chief Executive Officer and President |
| ** ** | ** **                       | ** ** |
| ** ** | ** **                       | ** ** |
| ** ** | **MEMBERS:**                     |
| ** ** | ** **                       | ** ** |
| ** ** | **HH GP HOLDING, LLC**           |
|       |                             |   |
|       |                             |   |
|       | By:                              | /s/ Harold Hamm |
|       |                             | Harold Hamm |
|       |                             | Manager |
| ** ** | ** **                       |   |
| ** ** | ** **                       |   |
| ** ** | /s/ RANDY MOEDER            |
| ** ** | **RANDY MOEDER**                 |
| ** ** | ** **                       |   |
| ** ** | ** **                       |   |
| ** ** | /s/ KEN MAPLES              |
| ** ** | **KEN MAPLES**                   |

 

***Signature Page to Amended and Restated Limited Liability CompanyAgreement***

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**SCHEDULE A**

SCHEDULE OF MEMBERS

| Members             | ** ** | **Percentage Interest** |
|---------------------|------------|-------------------------|
| HH GP Holding,  LLC |       | 94%                     |
|                |       |                    |
| Randy Moeder        |       | 4%                      |
|                |       |                    |
| Ken Maples          |       | 2%                      |

 

Schedule A to Amended and Restated Limited Liability CompanyAgreement

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