CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT

This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT (this “ Agreement ”), dated as of July 24, 2009, is entered into by and among El Paso Pipeline Partners, L.P., a Delaware limited partnership (the “ Partnership ”), El Paso Noric Investments III, L.L.C., a Delaware limited liability company (“ EP Noric ”), EPPP CIG GP Holdings, L.L.C., a Delaware limited liability company (“ EPPP CIG ”), 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 ”) and El Paso Corporation, a Delaware corporation (“ El Paso ”).  The parties to this Agreement are collectively referred to herein as the “ Parties .”  El Paso and EP Noric, 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.

WHEREAS, the Contributing Parties desire to transfer to the Partnership an 18% general partner interest in CIG (the “ Subject Interest ”) pursuant to the terms of the Contribution Agreement (as defined below) and this Agreement; and

WHEREAS, EP Noric owns a 60% general partner interest in CIG and EPPP CIG owns a 40% general partner interest in CIG; and

WHEREAS, after giving effect to the completion of the contribution of the Subject Interest 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 42% and 58% general partner interest in CIG, 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, EP Noric, EPPP CIG, the Operating Company, CIG and El Paso entered into that certain Contribution Agreement (the “ Contribution Agreement ”), dated July 24, 2009 pursuant to which the Partnership agreed to acquire the Subject Interest from the Contributing Parties for aggregate consideration of $214.5   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 Noric will contribute the Subject Interest to   the Partnership in exchange for cash from the Partnership in the amount of $214.5 million (the “Consideration”).

2.     The Partnership will contribute the Subject Interest to the Operating Company.

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

4.     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:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(n)       “ Partnership ” has the meanin