THIRD SUPPLEMENTAL INDENTURE

TABLE OF CONTENTS

THIRD SUPPLEMENTAL INDENTURE , dated as of July 23, 2008 (this “ Third Supplemental Indenture ”), between TENNESSEE GAS PIPELINE COMPANY , a Delaware corporation (the “ Company ”), and WILMINGTON TRUST COMPANY , as successor trustee under the Indenture referred to below (in such capacity, the “ Trustee ”).

WHEREAS, the Company and the Trustee are parties to an Indenture, dated as of December 15, 1981, as amended and supplemented by the First Supplemental Indenture thereto dated as of December 10, 1996 and the Second Supplemental Indenture thereto dated as of December 10, 1996 (as amended and supplemented, the “ Indenture ”); and

WHEREAS, Section 13.02 of the Indenture provides that, with the consent of the Holders of not less than a 66⅔% in aggregate principal amount of the outstanding Debentures, the Company and the trustee under the Indenture may enter into an indenture or indentures supplemental to the Indenture for the purpose of amending or supplementing the Indenture; and

WHEREAS, all acts and things necessary to make this Third Supplemental Indenture a valid and binding agreement in accordance with the Indenture have been done or performed;

NOW, THEREFORE, in consideration of the premises, agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree, for the equal and proportionate benefit of all Debentureholders, as follows:

SECTION 1.01.   Relation to Indenture.  

This Third Supplemental Indenture constitutes an integral part of the Indenture.

SECTION 1.02.   Definitions.  

For all purposes of this Third Supplemental Indenture, capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Indenture.

SECTION 1.03.   General References.  

All references in this Third Supplemental Indenture to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of this Third Supplemental Indenture; and the terms “ herein ”, “ hereof ”, “ hereunder ” and any other word of similar import refer to this Third Supplemental Indenture.

The Indenture is hereby amended as set forth below.

SECTION 2.01.   Legal Existence.  

Section 5.08 of the Indenture is hereby amended and restated as follows:

§ 5.08.  The Company will at all times (subject to its right to merge, consolidate or convey all or substantially all of its property and assets pursuant to Article 12, and thereafter dissolve) take or cause to be taken all such action as may from time to time be necessary to maintain, preserve and renew its legal existence and its franchise to be a legal entity; provided however that this Section 5.08 shall not prohibit the Company from consummating any statutory conversion of the Company into any form of non-corporate legal entity (including without limitation a general partnership, limited partnership or limited liability company) so long as (immediately after giving effect to such conversion) at least one corporation is a co-issuer party to this Indenture and is jointly and severally liable with respect to any and all obligations of the Company under this Indenture and the Debentures, as a primary obligor and not as a guarantor or surety.

SECTION 2.02.   Non-Recourse to any General Partner; Immunity of Incorporators, Stockholders, Officers, Direct