CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT

CONTRIBUTION, CONVEYANCE
AND ASSUMPTION AGREEMENT

EPPP SNG GP HOLDINGS, L.L.C.

EPPP CIG GP HOLDINGS, L.L.C.

AND

		ARTICLE 1
		DEFINITIONS
		ARTICLE 2
		CONTRIBUTIONS, ACKNOWLEDGMENTS AND DISTRIBUTIONS
Section 2.1		Contribution by MLP GP of the 2% Interests to MLP			6
Section 2.2		Contribution by MLP GP of the Remaining Interests to MLP			6
Section 2.3		Contribution by MLP GP of Common Units to El Paso LLC			6
Section 2.4		Contribution by El Paso LLC of Common Units to Holdings			6
Section 2.5		Contribution by Holdings of the EPPP CIG and EPPP SNG Interests to MLP			7
Section 2.6		Contribution by MLP of Interests to OLLC			7
Section 2.7		Underwriters’ Cash Contribution			7
Section 2.8		Borrowings Under Credit Facility			7
Section 2.9		Cash Distribution by MLP			7
Section 2.10		Repurchase of Common Units			7
Section 2.11		Payment of Transaction Costs			7
Section 2.12		Redemption of Holdings Initial MLP Interest			7
		ARTICLE 3
		FURTHER ASSURANCES
Section 3.1		Further Assurances			8
Section 3.2		Other Assurances			8
		ARTICLE 4
		EFFECTIVE TIME
		ARTICLE 5
		MISCELLANEOUS
Section 5.1		Order of Completion of Transactions			9
Section 5.2		Headings; References; Interpretation			9
Section 5.3		Successors and Assigns			9
Section 5.4		No Third Party Rights			9
Section 5.5		Counterparts			9
Section 5.6		Governing Law			9
Section 5.7		Severability			9
Section 5.8		Amendment or Modification			10
Section 5.9		Integration			10
Section 5.10		Deed; Bill of Sale; Assignment			10

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CONTRIBUTION, CONVEYANCE
AND ASSUMPTION AGREEMENT

     This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of November 21, 2007, is entered into by and among EL PASO PIPELINE PARTNERS, L.P., a Delaware limited partnership (“ MLP ”), EL PASO PIPELINE PARTNERS GP COMPANY, L.L.C., a Delaware limited liability company (“ MLP GP ”), EL PASO PIPELINE LP HOLDINGS, L.L.C., a Delaware limited liability company (“ Holdings ”), WIC HOLDINGS COMPANY, L.L.C., a Delaware limited liability company (“ WIC Holdings ”), EL PASO WYOMING GAS SUPPLY COMPANY, L.L.C., a Delaware limited liability company (“ Wyoming Gas Supply ”), EPPP SNG GP HOLDINGS, L.L.C., a Delaware limited liability company (“ EPPP SNG ”), EPPP CIG GP HOLDINGS, L.L.C., a Delaware limited liability company (“ EPPP CIG ”), EL PASO PIPELINE HOLDING COMPANY, L.L.C., a Delaware limited liability company (“ El Paso LLC ”), EL PASO PIPELINE PARTNERS OPERATING COMPANY, L.L.C., a Delaware limited liability company (“ OLLC ”), and EL PASO CORPORATION, a Delaware corporation (“ El Paso ”). The parties to this Agreement are collectively referred to herein as the “ Parties .” Capitalized terms used herein shall have the meanings assigned to such terms in Section 1.1.

RECITALS

     WHEREAS, MLP GP and Holdings have formed MLP, pursuant to the Delaware Revised Uniform Limited Partnership Act (the “ Delaware LP Act ”), for the purpose of engaging in any business activity that is approved by MLP GP and that lawfully may be conducted by a limited partnership organized pursuant to the Delaware LP Act.

     WHEREAS, in order to accomplish the objectives and purposes in the preceding recital, the following actions have been taken prior to the date hereof:

          1. El Paso formed MLP GP under the terms of the Delaware Limited Liability Company Act (the “ Delaware LLC Act ”) and contributed $1,000 in exchange for all of the membership interests in MLP GP.

          2. El Paso formed Holdings under the Delaware LLC Act and contributed $1,000 in exchange for all of the membership interests in Holdings.

          3. MLP GP and Holdings formed MLP, under the Delaware LP Act; MLP GP contributed $20.00 to MLP in exchange for a 2% general partner interest in MLP; and Holdings contributed $980.00 to MLP in exchange for a 98% limited partner interest (the “ Holdings Initial MLP Interest ”) in MLP.

          4. MLP formed OLLC under the Delaware LLC Act and contributed $1,000 in exchange for all of the membership interests in OLLC.

          5. El Paso Noric Investments III, L.L.C., a Delaware limited liability company (“ Noric ”) formed EPPP CIG under the terms of the Delaware LLC Act and contributed $1,000 in exchange for all of the membership interests in EPPP CIG.

          6. Colorado Interstate Gas Company, a Delaware corporation (“ CIG ”), formed WYCO Holding Company, L.L.C., a Delaware limited liability company (“ WYCO ”), and contributed $1,000 in exchange for all of the membership interests in WYCO.

          7. El Paso formed EPPP SNG under the terms of the Delaware LLC Act and contributed $1,000 in exchange for all of the membership interests in EPPP SNG.

          8. El Paso formed El Paso SNG Holding Company, L.L.C. under the terms of the Delaware LLC Act (“ SNG Holding LLC ”), and contributed $1,000 in exchange for all of the membership interests in SNG Holding LLC.

          9. Southern Natural Gas Company, a Delaware corporation (“ SNG ”), paid its bondholders $4,609,482.50 pursuant to a consent solicitation to obtain such bondholders consent to convert into a general partnership.

          10. SNG formed Southern Natural Issuing Corporation, a Delaware corporation, and contributed $1,000 in exchange for all of its outstanding shares of stock.

          11. El Paso contributed 10% of its stock in SNG to EPPP SNG and the remaining 90% of its stock in SNG to SNG Holding LLC.

          12. SNG converted into a Delaware general partnership and the stock held by EPPP SNG and SNG Holding LLC converted by operation of law into a 10% general partner interest and a 90% general partner interest, respectively.

          13. SNG distributed El Paso Citrus Holdings, Inc., a Delaware corporation (“ Citrus ”), Southern LNG, Inc., a Delaware corporation (“ Southern LNG ”), Southeast Storage Development Company, L.L.C., a Delaware limited liability company (“ SSD ”), Eastern Gulf Pipeline Company, a Delaware corporation (“ EGP ”), SNG RenCen Company, L.L.C., a Delaware limited liability company (“ RenCen ”), ANR Real Estate Corporation, a Delaware corporation (“ ANR ”), and 100% of the economic and 90% of the voting interests (the “ Elba Interests ” and together with Citrus, Southern LNG, SSD, EGP, RenCen and ANR, the “ SNG Distributed Interests ”) in Elba Express Company, L.L.C., a Delaware limited liability company (“ Elba ”) to SNG Holding LLC. SNG retained a 10% voting interest in Elba.

          14. SNG Holding LLC distributed the SNG Distributed Interests to El Paso.

          15. El Paso contributed RenCen and ANR to El Paso Tennessee Pipeline Co., a Delaware corporation (“ EP TN ”).

          16. EP TN contributed RenCen and ANR to El Paso TGPC Investments, L.L.C., a Delaware limited liability company (“ EP TGPC ”).

          17. EP TGPC contributed RenCen and ANR to Tennessee Gas Pipeline Company, a Delaware corporation.

          18. CIG paid its bondholders $2,744,712.50 million pursuant to a consent solicitation to obtain such bondholders consent to convert into a general partnership.

          19. CIG contributed $1,000 to Colorado Interstate Issuing Corporation, a Delaware Company, in exchange for all of its outstanding shares of stock.

          20. Noric contributed 10% of its stock in CIG, to EPPP CIG and retained the remaining 90% stock in CIG.

          21. CIG converted into a Delaware general partnership and the stock held by EPPP CIG and Noric converted by operation of law into a 10% general partner interest and a 90% general partner interest, respectively.

          22. WIC Holdings distributed its 50% membership interest (“ WYCO Development Interest ”) in WYCO Development LLC, a Colorado limited liability company, to CIG.

          23. WIC entered into a note payable with CIG to fund capital expenditures and general operating needs. Subsequently, WIC entered into a $225 million note payable (the “ El Paso Note ”) with El Paso and used the proceeds to repay the note payable to CIG.

          24. CIG contributed the WYCO Development Interest to WYCO.

          25. CIG distributed WIC Holdings, El Paso Wyoming Gas Supply Company, L.L.C., a Delaware corporation (“ EP WGSC ”), Colorado Water Supply Company, a Delaware corporation (“ CWSC ”) and its 4% membership interest (the “ Cliffside Interest ” and together with EP WGSC and CWSC, the “ CIG Distributed Interests ”) in Cliffside Helium, LLC, a Delaware limited liability company, to Noric.

          26. Noric distributed EPPP CIG and the CIG Distributed Interests to El Paso CNG Company, L.L.C., a Delaware limited liability company (“ EP CNG ”).

          27. CWSC merged into CIG-Canyon Compression Company, a Delaware corporation, and CIG-Canyon Compression Company changed its name to EPWP Resources Company.

          28. EP CNG distributed the Cliffside Interest to EPWP Resources Company.

          29. EP CNG distributed EPPP CIG, WIC Holdings and EP WGSC to El Paso.

          30. El Paso formed El Paso LLC, a Delaware limited liability company, and contributed $1,000 in exchange for all of the membership interests in El Paso LLC.

          31. El Paso formed El Paso Pipeline Corporation, a Delaware corporation (“ Pipeline Corporation ”), and contributed $1,000 in exchange for all of the ownership interests in Pipeline Corporation.

          32. El Paso contributed its membership interests in WIC Holdings and EP WGSC to MLP GP.

          33. El Paso contributed its membership interests in EPPP CIG and EPPP SNG to Holdings.

          34. El Paso conveyed its membership interests in MLP GP and Holdings to El Paso LLC.

          35. El Paso conveyed a 1% membership interest in El Paso LLC to Pipeline Corporation.

     WHEREAS, concurrently with the consummation of the transactions contemplated hereby (the “ Closing ”), each of the following matters shall occur:

          1. MLP GP will convey to MLP a portion of its membership interests in each of WIC Holdings and EP WGSC with an aggregate value equal to 2% of the equity value of MLP immediately after the Closing (the “ 2% Interests ”), as a capital contribution in exchange for (a) 1,732,963 general partner units representing a continuation of its 2% general partner interest in MLP and (b) the issuance to MLP GP of all of the incentive distribution rights (the “ IDRs ”) of MLP.

          2. MLP GP will convey the remainder of its membership interests in each of WIC Holdings and EP WGSC to MLP (the “ Remainder Interests ”), as a capital contribution, in exchange for (a) 121,698 Common Units and 27,727,411 Subordinated Units in MLP and (b) the right to receive a cash distribution of $665 million, a portion of which is for reimbursement of certain capital expenditures incurred by it or an affiliate.

          3. MLP GP will convey 121,698 Common Units and 27,727,411 Subordinated Units in MLP and the right to receive $665 million to El Paso LLC, as a distribution.

          4. El Paso LLC will convey 121,698 Common Units and 27,727,411 Subordinated Units in MLP to Holdings, as a capital contribution.

          5. Holdings will convey all of its member interests in EPPP CIG and EPPP SNG (the “ EPPP CIG and EPPP SNG Interests ”) to MLP in exchange for 32,066,