CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT

Exhibit 10.1

CONTRIBUTION, CONVEYANCE
AND ASSUMPTION AGREEMENT

BY AND AMONG

EL PASO PIPELINE PARTNERS, L.P.

EL PASO PIPELINE GP COMPANY, L.L.C.

EL PASO PIPELINE LP HOLDINGS, L.L.C.

EL PASO NORIC INVESTMENTS III, L.L.C.

EL PASO CNG COMPANY, L.L.C.

El PASO PIPELINE CORPORATION

EL PASO SNG HOLDING COMPANY, L.L.C.

EPPP SNG GP HOLDINGS, L.L.C.

EPPP CIG GP HOLDINGS, L.L.C.

EL PASO PIPELINE HOLDING COMPANY, L.L.C.

EL PASO PIPELINE PARTNERS OPERATING COMPANY, L.L.C.

COLORADO INTERSTATE GAS COMPANY

SOUTHERN NATURAL GAS COMPANY

AND

EL PASO CORPORATION

September 30, 2008

TABLE OF CONTENTS

ARTICLE 1
DEFINITIONS

ARTICLE 2
CONTRIBUTIONS, ACKNOWLEDGMENTS AND DISTRIBUTIONS

ARTICLE 3
FURTHER ASSURANCES

ARTICLE 4
CLOSING TIME

ARTICLE 5
MISCELLANEOUS

CONTRIBUTION, CONVEYANCE
AND ASSUMPTION AGREEMENT

     This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT (this “ Agreement ”), dated as of September 30, 2008, is entered into by and among El Paso Pipeline Partners, L.P., a Delaware limited partnership (the “ Partnership ”), El Paso Pipeline GP Company, L.L.C., a Delaware limited liability company (“ EPP GP ”), El Paso Pipeline LP Holdings, L.L.C., a Delaware limited liability company (“ EPP LP ”), El Paso Noric Investments III, L.L.C., a Delaware limited liability company (“ EP Noric ”), El Paso CNG Company, L.L.C., a Delaware limited liability company (“ El Paso CNG ”), El Paso Pipeline Corporation, a Delaware corporation (“ EP Pipeline Corporation ”), El Paso SNG Holding Company, L.L.C., a Delaware limited liability company (“ EP SNG ”), 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 (the “ Operating Company ”), Colorado Interstate Gas Company, a Delaware general partnership (“ CIG ”), Southern Natural Gas Company, a Delaware general partnership (“ SNG ”) and El Paso Corporation, a Delaware corporation (“ El Paso ”). The parties to this Agreement are collectively referred to herein as the “ Parties .” El Paso, EP Noric, EP SNG, EPP GP and EPP LP are referred to herein collectively as the “ Contributing Parties .” Capitalized terms used herein shall have the meanings assigned to such terms in Section 1.1.

RECITALS

     WHEREAS, the Contributing Parties desire to transfer to the Partnership a 30% general partner interest in CIG (the “ CIG Subject Interest ”) and a 15% general partner interest in SNG (the “ SNG Subject Interest ,” together with the CIG Subject Interest, the “ Subject Interests ”) pursuant to the terms of the Contribution Agreement (as defined below) and this Agreement; and

     WHEREAS, EP Noric owns a 90% general partner interest in CIG and EPPP CIG owns a 10% general partner interest in CIG; and

     WHEREAS, EP SNG owns a 90% general partner interest in SNG and EPPP SNG owns a 10% general partner interest in SNG; and

     WHEREAS, after giving effect to the completion of the contribution of the Subject Interests referred to above pursuant to the terms of this Agreement and the Contribution Agreement (as defined below), EP Noric and EPPP CIG will own a 60% and 40% general partner interest in CIG, respectively, and EP SNG and EPPP SNG will own a 75% and 25% general partner interest in SNG, respectively; and

     WHEREAS, in order to accomplish the objectives and purposes in the preceding recitals, and to effect the intent of the Parties in connection with the consummation of the transactions contemplated hereby, the following actions have been taken prior to the date hereof:

          1. The Partnership, EPP GP, EPP LP, EP Noric, EP SNG, EPPP SNG, EPPP CIG, the Operating Company, CIG, SNG and El Paso entered into that certain Contribution and

Exchange Agreement (the “ Contribution Agreement ”), dated September 17, 2008 pursuant to which the Partnership agreed to acquire the Subject Interests from the Contributing Parties for aggregate consideration of $736 million (as may be adjusted pursuant to the Contribution Agreement), which consideration will be paid in the form specified in the Contribution Agreement.

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

          1. EP SNG will distribute the SNG Subject Interest to El Paso.

          2. EP Noric will distribute the CIG Subject Interest to El Paso CNG.

          3. El Paso CNG will distribute the CIG Subject Interest to El Paso.

          4. El Paso will contribute a 1% separate undivided interest (the “ 1% Interests ) in the Subject Interests to EP Pipeline Corporation.

          5. El Paso will contribute its 99% separate undivided interest (the “ 99% Interests ) in the Subject Interests to El Paso LLC.

          6. EP Pipeline Corporation will contribute the 1% Interests to El Paso LLC.

          7. El Paso LLC will contribute the Subject Interests to EPP LP.

          8. EPP LP will contribute the Subject Interests to the Partnership as a contribution to the capital of the Partnership.

          9. As consideration for the transfer of the Subject Interests by EPP LP to the Partnership, the Partnership will (i) issue Common Units with a fair market value of $477 million as determined and as may be adjusted in accordance with the Contribution Agreement (the “ Unit Consideration ”) to EPP LP (the “ Equity Private Placement ”), and (ii) distribute $259 million in cash as may be adjusted in accordance with the Contribution Agreement (the “ Cash Consideration ”) to EPP LP.

          10. Concurrently with the Equity Private Placement, EPP GP shall (i) contribute to the Partnership an amount in cash equal to 2/98ths of the aggregate capital contribution to the Partnership attributable to the Common Units issued in connection with the transactions contemplated by the contribution Agreement (the “ GP Cash Contribution ”) and (ii) the Partnership shall issue to EPP GP a number of General Partner Units equal to 2/98ths of the aggregate number of Common Units issued in connection with the Equity Private Placement.

          11. The Partnership will contribute the Subject Interests to the Operating Company.

          12. The Operating Company will contribute the SNG Subject Interest to EPPP SNG.

          13. The Operating Company will contribute the CIG Subject Interest to EPPP CIG.

          14. The partnership agreements, limited partnership agreements and limited liability company agreements of the aforementioned entities will be amended to the extent necessary to reflect the matters and transactions mentioned in this Agreement.

     NOW, THEREFORE, in consideration of their mutual undertakings and agreements hereunder, the Parties undertake and agree as follows:

ARTICLE 1
DEFINITIONS

          Section 1.1 The following capitalized terms shall have the meanings given below.

          (a) “ 1% Interests ” has the meaning assigned to such term in the recitals.

          (b) “ 99% Interests ” has the meaning assigned to such term in the recitals.

          (c) “ Agreement ” has the meaning assigned to such term in the first paragraph of this Agreement.

          (d) “ Cash Consideration ” has the meaning assigned to such term in the recitals.

          (e) “ CIG ” has the meaning assigned to such term in the first paragraph of this Agreement.

          (f) “ CIG Subject Interest ” has the meaning assigned to such term in the recitals.

          (g) “ Closing ” has the meaning assigned to such term in the recitals.

          (h) “ Closing Date ” has the meaning assigned to such term in the Contribution Agreement.

          (i) “ Closing Time ” shall mean 9:00 a.m. Houston, Texas time on the Closing Date.

          (j) “ Common Unit ” has the meaning assigned to such term in the Partnership Agreement.

          (k) “ Contributing Parties ” has the meaning assigned to such term in the first paragraph of this Agreement.

          (l) “ Contribution Agreement ” has the meaning assigned to such term in the recitals.

          (m) “ El Paso ” has the meaning assigned to such term in the first paragraph of this Agreement.

          (n) “ El Paso CNG ” has the meaning assigned to such term in the first paragraph of this Agreement.

          (o) “ El Paso LLC ” has the meaning assigned to such term in the first paragraph of this Agreement.

          (p) “ EP Noric ” has the meaning assigned to such term in the first paragraph of this Agreement.

          (q) “ EP Pipeline Corporation ” has the meaning assigned to such term in the first paragraph of this Agr