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                                                                    EXHIBIT 4.G

                          REGISTRATION RIGHTS AGREEMENT

         This Registration Rights Agreement dated as of November 27, 2002 (this
"AGREEMENT") is by and between El Paso Corporation, a Delaware corporation (the
"SELLER"), and El Paso Energy Partners, L.P., a Delaware limited partnership
("BUYER").

         WHEREAS, the Seller is acquiring certain Series C Units (the "UNITS")
to be issued by Buyer pursuant to that certain Contribution, Purchase and Sale
Agreement dated as of November 21, 2002 by and between Buyer and Seller;

         WHEREAS, the ability of the Seller to freely trade the Units may be
limited by applicable United States federal securities laws; and

         WHEREAS, in order to improve the transferability of the Units, Buyer is
willing to provide certain registration rights with respect thereto.

         NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements contained herein and other good and valuable
consideration (the receipt and sufficiency of which are hereby confirmed and
acknowledged), the parties hereto stipulate and agree as follows:

1.       Securities Subject to this Agreement.

         a.       "REGISTRABLE SECURITIES" means the Units, as adjusted in the
                  event of unit splits, unit dividends or similar transactions
                  (and shall include any common units of Parent issued in
                  redemption of the Units).

         b.       "RESTRICTED SECURITIES" means each Registrable Security until
                  (i) a registration statement covering such Registrable
                  Security has been declared effective and it has been disposed
                  of pursuant to such effective registration statement, (ii) it
                  has been distributed pursuant to Rule 144 (or any similar
                  provisions then in force) under the Securities Act of 1933 (as
                  amended from time to time, the "ACT") or (iii) it has been
                  otherwise transferred and Parent has delivered a new
                  certificate or other evidence of ownership for it is not
                  subject to any legal or other restriction on transfer under
                  the Act or under state securities laws and is not bearing the
                  following legend (or one substantially similar thereto):

                           The securities represented by this certificate have
                           been acquired for investment and have not been
                           registered under the Securities Act of 1933, as
                           amended, or the securities laws of any state. Without
                           such registration, such securities may not be sold,
                           pledged, hypothecated, or otherwise transferred,
                           except upon delivery to the Company of an opinion of
                           counsel satisfactory to the Company that registration
                           is not required for such transfer or the submission
                           to the Company of such other evidence as may be
                           satisfactory to the Company to the effect that any
                           such transfer shall not be in violation of the
                           Securities Act of 1933, as amended, or applicable
                           state securities laws or any rule or regulation
                           promulgated thereunder.

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2.       Demand Registration.

         a.       Request for Registration. Subject to the limitations contained
                  in this Agreement (including, but not limited to, Section 5),
                  at any time on or after the date of issuance of the
                  Registrable Securities, any holder or holders of a majority in
                  aggregate number of Restricted Securities then outstanding may
                  make a written request to Buyer for registration under the Act
                  pursuant to this Section 2 of all or part of its or their
                  Restricted Securities (a "DEMAND REGISTRATION"). Such request
                  will specify the aggregate number of Restricted Securities
                  proposed to be sold and will also specify the intended method
                  of disposition thereof. Within 10 days after receipt of such
                  request, Buyer will give written notice of such registration
                  request to all other holders of the Restricted Securities and
                  include in such registration all Restricted Securities with
                  respect to which Buyer has received written requests for
                  inclusion therein within 10 days after the receipt by the
                  applicable holder of Buyer's notice. Each such request will
                  also specify the aggregate number of Restricted Securities to
                  be registered and the intended method of disposition thereof.
                  No other party, including Buyer (but excluding another holder
                  of a Restricted Security) shall be permitted to offer
                  securities under any such Demand Registration unless (i)
                  holders of a majority of the Restricted Securities requesting
                  to participate in the Demand Registration shall consent in
                  writing or (ii) Buyer has an obligation to include such
                  securities in such registration.

         b.       Required Registrations. Subject to Section 5, Buyer is
                  obligated to effect only three (3) Demand Registrations
                  pursuant to this Section 2 (in addition to any registration in
                  which holders of Restricted Securities may participate
                  pursuant to the other provisions of this Agreement).

         c.       Effective Registration and Expenses. A registration will not
                  count as a Demand Registration for the purposes of Section
                  2(b) until it has become effective. In any registration
                  initiated as a Demand Registration, Buyer will pay all
                  Registration Expenses (as hereinafter defined) in connection
                  therewith, whether or not it becomes effective; provided,
                  however, that if (i) one (1) Demand Registration has
                  previously become effective with respect to any Registrable
                  Securities and (ii) a subsequent registration is initiated as
                  a Demand Registration with respect to any Restricted
                  Securities and such Demand Registration could have become
                  effective but does not solely because of holders withdrawing
                  their Restricted Securities, such withdrawing holders shall
                  pay the Registration Expenses (pro rata on the basis of the
                  Restricted Securities being withdrawn by each).
                  Notwithstanding the first sentence of this Section 2(c), any
                  such noneffective registration shall not constitute a Demand
                  Registration for the purposes of Section 2(b) unless each
                  holder of Restricted Securities then outstanding (whether or
                  not included in such registration) consents to such
                  noneffective registration counting as a Demand Registration,
                  in which case Buyer shall pay the Registration Expenses.

         d.       Priority on Demand Registrations. If the holders of a majority
                  in aggregate number of Restricted Securities to be registered
                  in a Demand

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                  Registration so elect, the offering of such Restricted
                  Securities pursuant to such Demand Registration shall be in
                  the form of an underwritten offering. In such event, if the
                  managing underwriter or underwriters of such offering advise
                  Buyer and the holders in writing that in their opinion the
                  aggregate number of Restricted Securities requested to be
                  included in such offering is sufficiently large to materially
                  and adversely affect the success or offering price of such
                  offering, Buyer will include in such registration the
                  aggregate number of such Restricted Securities which in the
                  opinion of such managing underwriter or underwriters can be
                  sold without any such material adverse effect, and such
                  securities shall be allocated pro rata among the holders of
                  Restricted Securities on the basis of the number of Restricted
                  Securities requested to be included in such registration by
                  their holders.

         e.       Selection of Underwriters. If any Demand Registration is in
                  the form of an underwritten offering, the holders of a
                  majority in aggregate number of Restricted Securities to be
                  registered will select and obtain the investment banker or
                  investment bankers and manager or managers that will
                  administer the offering; provided, however, that such
                  investment bankers and managers must be reasonably
                  satisfactory to Buyer.

         f.       Periods Where no Registration is Required. Notwithstanding
                  anything to the contrary in this Section 2, Buyer will not be
                  required to register any Restricted Securities pursuant to
                  this Section 2: (i) during a reasonable period of time, not to
                  exceed 90 days, following the distribution of other securities
                  pursuant to a registered underwritten public offering if such
                  offering was commenced prior to the time Buyer receives the
                  request contemplated by Section 2(a) or (ii) during a
                  reasonable period of time, not to exceed 60 days, after which
                  the Board of Directors of El Paso Energy Partners Company, a
                  Delaware corporation and the general partner of Buyer (the
                  "GENERAL PARTNER"), acting in its capacity as general partner,
                  has determined that a registration of Restricted Securities
                  pursuant to this Section 2 would adversely affect Buyer
                  because of a material non-public acquisition or other material
                  transaction that is pending at the time Buyer receives the
                  request contemplated by Section 2(a).

3.       Piggy-Back Registration. Subject to the limitations contained in this
         Agreement (including, but not limited to, Section 5), if Buyer proposes
         to file a registration statement under the Act with respect to an
         offering by it for its own account of any class of security (other than
         a registration statement on Form S-4 or S-8 or successor forms thereto
         or filed in connection with an exchange offer or an offering of
         securities solely to Buyer's existing unitholders), then Buyer shall in
         each case give written notice of such proposed filing to the holders of
         Restricted Securities at least 30 days before the anticipated filing
         date, and such notice shall offer such holders the opportunity to
         register such number of Restricted Securities as each such holder may
         request. Upon the written request of any holder of Restricted
         Securities made within 20 days of receipt of such notice, Buyer shall
         use its Best Efforts (as hereinafter defined) to cause the managing
         underwriter or underwriters of a proposed underwritten offering to
         permit the holders of Restricted Securities requested to be included in
         the registration of such offering to include such securities in such
         offering on the same terms and conditions as any similar securities of

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         Buyer included therein. Notwithstanding the foregoing, if in the
         managing underwriter's or underwriters' opinion, the total amount or
         kind of securities which the holders of Restricted Securities, Buyer
         and any other persons or entities intend to include in such offering is
         sufficiently large to materially and adversely affect the success or
         offering price of such offering, then the amount or kind of securities
         to be offered for the accounts of holders of Restricted Securities
         shall be reduced pro rata to the extent necessary to reduce the total
         amount of securities to be included in such offering to the amount
         recommended by such managing underwriter; provided, however, that if
         securities are being offered for the account of other persons or
         entities as well as Buyer, such reduction shall not represent a greater
         fraction of the number of securities intended to be offered by holders
         of Restricted Securities than the fraction of similar reductions
         imposed on such other persons or entities other than Buyer over the
         amount of securities they intended to offer. In connection with a
         piggyback registration pursuant to this Section 3, Buyer will bear all
         Registration Expenses; provided, however, that Buyer will not have any
         obligation pursuant to this sentence to persons or entities who do not
         hold Restricted Securities. "BEST EFFORTS" as used herein means best
         efforts in accordance with reasonable commercial practice and without
         the incurrence of unreasonable expense.

4.       Holdback Agreement.

         a.       Restrictions on Sale by Holder of Registrable Securities.

                  (i)      Each holder of Registrable Securities agrees not to
                           sell, transfer or otherwise dispose of any
                           Registrable Securities in violation of the Act, or
                           any other applicable securities law.

                  (ii)     To the extent not inconsistent with applicable law,
                           each holder of Registrable Securities whose
                           securities are included in a registration statement
                           agrees not to effect any sale or distribution of the
                           securities being registered or a similar security of
                           Buyer, or any securities convertible into or
                           exchangeable or exercisable for such securities,
                           including a sale pursuant to Rule 144 under the Act,
                           during the 7 days prior to, and during the 90 day
                           period beginning on, the effective date of such
                           registration statement (except as part of such
                           registration), if and to the extent requested by
                           Buyer in the case of a non-underwritten public
                           offering or if and to the extent requested by the
                           managing underwriter or underwriters in the case of
                           an underwritten public offering.

         b.       Restrictions on Sale by Buyer and Others. Buyer agrees not to
                  effect any sale or distribution of any securities similar to
                  those being registered, or any securities convertible into or
                  exchangeable or exercisable for such securities (other than
                  any such sale or distribution of such securities in connection
                  with any merger, conversion or consolidation by Buyer or any
                  subsidiary thereof or the acquisition by Buyer or a subsidiary
                  thereof of the capital stock or other equity or all or
                  substantially all of the assets or any other person or entity
                  or in connection with an employee stock option or benefit
                  plan), during the 7 days prior to, and during the 90 day
                  period beginning on, the effective date of any registration
                  statement in


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                  which the holders of Registrable Securities are participating
                  (except as part of such registration), if and to the extent
                  requested by the holders in the case of a non-underwritten
                  public offering or if and to the extent requested by the
                  managing underwriter or underwriters in the case of an
                  underwritten public offering.

5.       Registration Procedures. Whenever the holders of Restricted Securities
         have requested that any Restricted Securities be registered pursuant to
         Section 2 or Section 3 of this Agreement, Buyer will use its Best
         Efforts to effect the registration of such Restricted Securities upon
         the terms and conditions hereof to permit the sale of such Restricted
         Securities by holders thereof in accordance with the intended method of
         disposition thereof as quickly as practicable, and in connection with
         any such request, Buyer will as expeditiously as possible:

         a.       in connection with a request pursuant to Section 2, prepare
                  and file with the Securities and Exchange Commission (the
                  "COMMISSION"), not later than 45 days after receipt of a
                  request to file a registration statement with respect to such
                  Restricted Securities, a registration statement on any form
                  for which Buyer then qualifies or which counsel for Buyer
                  shall deem appropriate and which form shall be available for
                  the sale of such Restricted Securities in accordance with the
                  intended method of distribution thereof, and use their Best
                  Efforts to cause such registration statement to become
                  effective as promptly as practicable thereafter; provided,
                  however, that if Buyer shall furnish to the holders making
                  such a request a certificate signed by the Chief Executive
                  Officer of Buyer stating that in the good faith judgment of
                  the Board of Directors of the General Partner it would be
                  significantly disadvantageous to Buyer and its unitholders for
                  such a registration statement to be filed on or before the
                  date filing would be required or would become effective, Buyer
                  shall have an additional period of not more than 30 days
                  within which to file (or before which they request the
                  effectiveness of) such registration statement; and, provided
                  further, that not less than 5 days before filing a
                  registration statement or prospectus or any amendments or
                  supplements thereto, Buyer will (i) furnish to one (1) counsel
                  selected by the holders of a majority in aggregate number of
                  the Restricted Securities covered by such registration
                  statement copies of all such documents proposed to be filed
                  which documents will be subject to the review of such counsel,
                  and the Buyer shall not file any such document which such
                  counsel shall have reasonably objected to in writing (if such
                  objection has been delivered prior to the expiration of such
                  five-day review period) on the grounds that such document does
                  not comply (explaining why) in any material respect with the
                  requirements of the Act or the rules and regulations
                  thereunder and (ii) notify each seller of Restricted
                  Securities of any stop order issued or threatened by the
                  Commission and take all reasonable actions required to prevent
                  the entry of such stop order or to remove it if entered;

         b.       in connection with a registration pursuant to Section 2,
                  prepare and file with the Commission such amendments and
                  supplements to such registration statement and the prospectus
                  used in connection therewith as may be necessary to keep such
                  registration statement effective for a period of not less than
                  90 days or such shorter period which will terminate when all
                  Restricted Securities covered by


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                  such registration statement have been sold (but not before the
                  expiration of the 90 day period referred to in Section 4(3) of
                  the Act and Rule 174 thereunder, if applicable), and comply
                  with the provisions of the Act with respect to the disposition
                  of all securities covered by such registration statement
                  during such period in accordance with the intended methods of
                  disposition by the sellers thereof set forth in such
                  registration statement;

         c.       as soon as reasonably possible, furnish to each seller of
                  Restricted Securities to be included in a registration
                  statement, without charge, copies of such registration
                  statement as filed and each amendment and supplement thereto
                  (in each case including all exhibits thereto), the prospectus
                  included in such registration statement (including each
                  preliminary prospectus) and such other documents as such
                  seller may reasonably request in order to facilitate the
                  disposition of the Restricted Securities owned by such seller
                  in accordance with the intended method or methods of
                  distribution thereof;

         d.       use its Best Efforts to register or qualify such Restricted
                  Securities under such other securities or blue sky laws of
                  such jurisdictions as any seller reasonably requests and do
                  any and all other acts and things which may be reasonably
                  necessary or advisable to enable such seller to consummate the
                  disposition in such jurisdictions of the Restricted Securities
                  owned by such seller in accordance with the intended method or
                  methods of distribution thereof; provided, however, that Buyer
                  will not be required to (i) qualify generally to do business
                  in any jurisdiction where it would not otherwise be required
                  to qualify but for this Section 5(d), (ii) subject itself to
                  taxation in any such jurisdiction or (iii) consent to general
                  service of process in any such jurisdiction;

         e.       use its Best Efforts to cause the Restricted Securities
                  covered by such registration statement to be registered with
                  or approved by such other governmental agencies or authorities
                  as may be necessary by virtue of the business and operations
                  of Buyer to enable the seller or sellers thereof to consummate
                  the disposition of such Restricted Securities;

         f.       notify each seller of such Restricted Securities at any time
                  when a prospectus relating thereto is required to be delivered
                  under the Act, of the happening of any event as a result of
                  which the prospectus included in such registration statement
                  contains an untrue statement of a material fact or omits to
                  state any material fact required to be stated therein or
                  necessary to make the statements therein in light of the
                  circumstances being made not misleading, and Buyer will
                  prepare a supplement or amendment to such prospectus so that,
                  as thereafter delivered to the purchasers of such Restricted
                  Securities, such prospectus will not contain an untrue
                  statement of a material fact or omit to state any material
                  fact required to be stated therein or necessary to make the
                  statements therein in light of the circumstances being made
                  not misleading;

         g.       enter into customary agreements (including an underwriting
                  agreement in customary form) and take such other actions as
                  are reasonably required in order to


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                  expedite or facilitate the disposition of such Restricted
                  Securities in accordance with the intended method or methods
                  of distribution thereof;

         h.       use its Best Efforts to make available for inspection by any
                  seller of Restricted Securities, any underwriter participating
                  in any disposition pursuant to such registration statement,
                  and any attorney, accountant or other agent retained by any
                  such seller or underwriter (collectively, the "INSPECTORS"),
                  all financial and other records, pertinent corporate documents
                  and properties of Buyer (collectively, the "RECORDS"), and
                  cause Buyer's officers and employees to supply all information
                  reasonably requested by any such Inspector, as shall be
                  reasonably necessary to enable them to exercise their due
                  diligence responsibility, in connection with such registration
                  statement. Records or other information which Buyer
                  determines, in good faith, to be confidential and which it
                  notifies the Inspectors are confidential shall not be
                  disclosed by the Inspectors unless (i) the disclosure of such
                  Records or other information is necessary to avoid or correct
                  a misstatement or omission in the registration statement or
                  (ii) the release of such Records or other information is
                  ordered pursuant to a subpoena or other order from a court of
                  competent jurisdiction. The seller of Restricted Securities
                  agrees that it will, upon learning that disclosure of such
                  Records or other information is sought in a court or competent
                  jurisdiction, give notice to Buyer and allow Buyer, at Buyer's
                  expense, to undertake appropriate action to prevent disclosure
                  of the Records or other information deemed confidential;

         i.       use its Best Efforts to obtain a comfort letter from Buyer's
                  independent public accountants and an opinion from the Buyer's
                  outside counsel in customary form and covering such matters of
                  the type customarily covered by comfort letters or opinions as
                  the holders of a majority in aggregate number of Restricted
                  Securities being sold reasonably request;

         j.       otherwise use its Best Efforts to comply with all applicable
                  rules and regulations of the Commission, and make available to
                  its security holders, as soon as reasonably practicable, an
                  earnings statement covering a period of 12 months, beginning
                  within 3 months after the effective date of the registration
                  statement, which earnings statement shall satisfy the
                  provisions of Section 11(a) of the Act;

         k.       if underwritten, use its Best Efforts to make appropriate
                  officers of Parent available to the underwriters for meetings
                  with prospective purchasers of the Restricted Securities and
                  prepare and present to potential investors customary "road
                  show" material in a manner consistent with other new issuances
                  of other securities similar to the Restricted Securities; and

         l.       if so required by applicable listing requirements, cause all
                  such Restricted Securities to be listed on each securities
                  exchange on which similar securities issued by Buyer are then
                  listed, provided that the applicable listing requirements are
                  satisfied.



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                  (i)      Buyer may require each seller of Restricted
                           Securities as to which any registration is being
                           effected to furnish to Buyer such information
                           regarding the distribution of such securities as
                           Parent may from time to time reasonably request in
                           writing.

                  (ii)     Each holder of Restricted Securities agrees that,
                           upon receipt of any notice from Buyer of the
                           happening of any event of the kind described in
                           Section 5(f), such holder will forthwith discontinue
                           disposition of such Restricted Securities pursuant to
                           the registration statement covering such Restricted
                           Securities until such holder's receipt of the copies
                           of the supplemented or amended prospectus
                           contemplated by Section 5(f), and, if so directed by
                           Buyer, such holder will deliver to Buyer (at Buyer's
                           expense) all copies, other than permanent file copies
                           then in such holder's possession, of the prospectus
                           covering such Restricted Securities current at the
                           time of receipt of such notice. If Buyer shall give
                           any such notice, Buyer shall extend the period during
                           which such registration statement shall be maintained
                           effective pursuant to this Agreement (including the
                           period referred to in Section 5(b)) by the number of
                           days during the period from and including the date of
                           the giving of such notice pursuant to Section 5(f) to
                           and including the date when each seller of Restricted
                           Securities covered by such registration statement
                           shall have received the copies of the supplemented or
                           amended prospectus contemplated by Section 5(f).

6.       Expiration. The obligation of Buyer to register any Restricted
         Securities pursuant to this Agreement shall expire on December 31, 2012
         with respect to Demand Registrations and on December 31, 2012 with
         respect to piggyback registrations.

7.       Registration Expenses. All expenses incident to Buyer's performance of
         or compliance with this Agreement, including, without limitation, all
         registration and filing fees, fees and expenses of compliance with
         securities or blue sky laws (including fees and disbursements of
         Buyer's counsel in connection with blue sky qualifications of the
         Restricted Securities), rating agency fees, printing expenses,
         messenger and delivery expenses, internal expenses (including, without
         limitation, all salaries and expenses of its officers and employees
         performing legal or accounting duties), the fees and expenses incurred
         in connection with the listing of the securities to be registered on
         each securities exchange on which similar securities issued by Buyer
         are then listed, and fees and disbursements of counsel for Buyer and
         its independent certified public accountants (including the expenses of
         any special audit or "comfort" letters required by or incident to such
         performance), securities acts liability insurance (if Buyer elects to
         obtain such insurance), the fees and expenses of any special experts
         retained by Buyer in connection with such registration, fees and
         expenses of other persons retained by Buyer, reasonable fees and
         expenses of one (1) counsel (who shall be reasonably acceptable to
         Buyer) for the holders of Restricted Securities incurred in connection
         with each registration hereunder (but not including any underwriting
         discounts or commissions or transfer taxes attributable to the sale of
         Restricted Securities) and any reasonable out-of-pocket expenses of the
         holders of Restricted Securities (or the agents who manage their
         accounts) excluding fees of counsel other than those fees specifically
         referred to in this


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         Section 7 and excluding travel expenses (all such expenses being herein
         called "REGISTRATION EXPENSES"), will be borne by Buyer.

8.       Indemnification; Contribution.

         a.       Indemnification by Buyer. Buyer agrees to RELEASE, DEFEND,
                  INDEMNIFY, PROTECT AND HOLD HARMLESS, to the full extent
                  permitted by law, each holder of Registrable Securities, its
                  officers, directors and agents and each person or entity who
                  controls such holder (within the meaning of the Act) against
                  all losses, claims, damages, liabilities and expenses caused
                  by any untrue or alleged untrue statement of material fact
                  contained in any registration statement (or an amendment
                  thereto), prospectus or preliminary prospectus (or an
                  amendment or supplement thereto) or any omission or alleged
                  omission to state therein a material fact required to be
                  stated therein or necessary to make the statements therein (in
                  case of a prospectus or preliminary prospectus, in the light
                  of the circumstances under which they were made) not
                  misleading, except insofar as the same are caused by or
                  contained in any information with respect to such holder
                  furnished in writing to Buyer by such holder expressly for use
                  therein or by such holder's failure to deliver a copy of the
                  registration statement or prospectus or any amendments or
                  supplements thereto after Buyer's compliance with Section 5(c)
                  hereof. Buyer will also indemnify any underwriters of the
                  Registrable Securities, their officers and directors and each
                  person or entity who controls such underwriters (within the
                  meaning of the Act) to the same extent as provided above with
                  respect to the indemnification of the holders of Registrable
                  Securities.

         b.       Indemnification by Holder of Restricted Securities. In
                  connection with any registration statement in which a holder
                  of Restricted Securities is participating, each such holder
                  will furnish to Buyer in writing such information with respect
                  to such holder as is required to be included therein for use
                  in connection with any such registration statement or
                  prospectus and agrees to RELEASE, DEFEND, INDEMNIFY, PROTECT
                  AND HOLD HARMLESS, to the extent permitted by law, Buyer, the
                  General Partner, and each of their (as applicable), directors
                  and officers, and affiliates of any of them (within the
                  meaning of the Act) against any losses, claims, damages,
                  liabilities and expenses resulting from any untrue or alleged
                  untrue statement of a material fact or any omission or alleged
                  omission of a material fact required to be stated in the
                  registration statement (or an amendment thereto), prospectus
                  or preliminary prospectus (or an amendment or supplement
                  thereto) or any amendment thereof or supplement thereto or
                  necessary to make the statements therein (in the case of a
                  prospectus or preliminary prospectus, in the light of the
                  circumstances under which they were made) not misleading, to
                  the extent, but only to the extent, that such untrue statement
                  or omission is contained in any information with respect to
                  such holder so furnished in writing by such holder, provided,
                  however, that the aggregate amount which any such holder shall
                  be required to pay pursuant to this Section 8(b) and Section
                  8(c) shall in no case be greater than the amount of the net
                  proceeds received by


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                  such person upon the sale of the Restricted Securities
                  pursuant to the registration statement giving rise to such
                  claim.

         c.       Conduct of Indemnification Proceedings. Any person or entity
                  entitled to indemnification hereunder agrees to give prompt
                  written notice to the indemnifying party after the receipt by
                  such person or entity of any written notice of the
                  commencement of any action, suit, proceeding or investigation
                  or threat thereof made in writing for which such person or
                  entity will claim indemnification or contribution pursuant to
                  this Agreement and, unless in the reasonable judgment of such
                  indemnified party a conflict of interest may exist between
                  such indemnified party and the indemnifying party with respect
                  to such claim, permit the indemnifying party to assume the
                  defense of such claim with counsel reasonably satisfactory to
                  such indemnified party. Whether or not such defense is assumed
                  by the indemnifying party, the indemnifying party will not be
                  subject to any liability for any settlement made without its
                  consent (but such consent will not be unreasonably withheld).
                  No indemnifying party will consent to entry of any judgment or
                  enter into any settlement which does not include as an
                  unconditional term thereof the giving by the claimant or
                  plaintiff to such indemnified party of a release from all
                  liability in respect of such claim or litigation. If the
                  indemnifying party is not entitled to, or elects not to,
                  assume the defense of a claim, it will not be obligated to pay
                  the fees and expenses of more than one (1) counsel with
                  respect to such claim, unless in the reasonable judgment of
                  any indemnified party a conflict of interest may exist between
                  such indemnified party and any other of such indemnified
                  parties with respect to such claim, in which event the
                  indemnifying party shall be obligated to pay the fees and
                  expenses of such additional counsel or counsels.

         d.       Contribution. If for any reason the indemnity provided for in
                  this Section 8 is unavailable to, or is insufficient to hold
                  harmless, an indemnified party, then the indemnifying party
                  shall contribute to the amount paid or payable by the
                  indemnified party as a result of such losses, claims, damages,
                  liabilities or expenses (i) in such proportion as is
                  appropriate to reflect the relative benefits received by the
                  indemnifying party on the one hand and the indemnified party
                  on the other or (ii) if the allocation provided by clause (i)
                  above is not permitted by applicable law, or provides a lesser
                  sum to the indemnified party than the amount hereinafter
                  calculated, in such proportion as is appropriate to reflect
                  not only the relative benefits received by the indemnifying
                  party on the one hand and the indemnified party on the other
                  but also the relative fault of the indemnifying party and the
                  indemnified party as well as any other relevant equitable
                  considerations. The relative fault of such indemnifying party
                  and indemnified parties shall be determined by reference to,
                  among other things, whether any action in question, including
                  any untrue or alleged untrue statement of a material fact or
                  omission or alleged omission to state a material fact, has
                  been made by, or relates to information supplied by, such
                  indemnifying party or indemnified parties; and the parties'
                  relative intent, knowledge, access to information and
                  opportunity to correct or prevent such action, statement or
                  omission. The amount paid or payable by a party as a result of
                  the losses, claims, damages, abilities and

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<PAGE>

                  expenses referred to above shall be deemed to include, subject
                  to the limitations set forth in Section 8(c), any legal or
                  other fees or expenses reasonably incurred by such party in
                  connection with any investigation or proceeding to the extent
                  such party would have been indemnified for such fees or
                  expenses if the indemnification provided for in Section 8 was
                  available to such party in accordance with its terms.

                  The parties hereto agree that it would not be just and
                  equitable if contribution pursuant to this Section 8(d) were
                  determined by pro rata allocation or by any other method of
                  allocation which does not take account of the equitable
                  considerations referred to in the immediately preceding
                  paragraph. No person or entity guilty of fraudulent
                  misrepresentation (within the meaning of Section 11(f) of the
                  Act) shall be entitled to contribution from any person or
                  entity who was not guilty of such fraudulent
                  misrepresentation.

                  If indemnification is available under this Section 8, the
                  indemnifying parties shall indemnify each indemnified party to
                  the full extent provided in Section 8(a) and Section 8(b)
                  without regard to the relative fault of said indemnifying
                  party or indemnified party or any other equitable
                  consideration provided for in this Section 8(d).
                  Notwithstanding anything in this Section 8(d) to the contrary,
                  no indemnifying party (other than the Company) shall be
                  required pursuant to this Section 8(d) to contribute any
                  amount in excess of the net proceeds received by such
                  indemnifying party for the sale of Restricted Securities in
                  the offering to which the losses, claims, damages or
                  liabilities of the indemnified parties relate, less the amount
                  of any indemnification payment made by such indemnifying party
                  pursuant to Sections 8(b) and (c).

9.       Participation in Underwritten Registrations. No person or entity may
         participate in any underwritten registration hereunder unless such
         person or entity (a) agrees to sell such person's or entity's
         securities on the basis provided in any underwriting arrangements
         approved by the persons or entities entitled hereunder to approve such
         arrangements and (b) completes and executes all questionnaires, powers
         of attorney, indemnities, underwriting agreements and other documents
         reasonably required under the terms of such underwriting arrangements.

10.      Representations and Warranties. The Seller hereby represents and
         warrants to Buyer as follows:

         a.       It is a "sophisticated investor" as such term is contemplated
                  by applicable securities laws (including the related
                  jurisprudence);

         b.       The Registrable Securities are being acquired solely for its
                  own account for investment and not with a view toward, or for
                  resale in connection with, any "distribution" (as such term is
                  used in the Act and the rules and regulations thereunder) of
                  all or any portion thereof;


                                       11
<PAGE>

         c.       It understands and agrees that the Registrable Securities may
                  not be sold, pledged, hypothecated or otherwise transferred
                  unless they are registered under the Act and applicable state
                  securities laws or an exemption from such registration is
                  available;

         d.       It has adequate means of providing for its current needs and
                  possible contingencies, is able to bear the economic risks of
                  this investment and has a sufficient net worth to sustain a
                  loss of its entire investment in Buyer if such loss should
                  occur;

         e.       It has such knowledge and experience in financial and business
                  matters as to be capable of evaluating the merits and risks of
                  an investment in Buyer; and

         f.       It has made its own inquiry and investigation into and based
                  thereon has formed an independent judgment concerning Parent
                  and the Registrable Securities, and has been furnished with or
                  given adequate access to such information about Buyer and the
                  Registrable Securities as it has requested.

11.      Rule 144. If the Units are registered under the Act, from and after
         such date of registration, Buyer covenants that it will file the
         reports required to be filed by it under the Act and the Exchange Act
         and the rules and regulations adopted by the Commission thereunder; and
         it will take such further action as any holder of Restricted Securities
         may reasonably request, all to the extent required from time to time to
         enable such holder to sell Restricted Securities without registration
         under the Act within the limitation of the exemptions provided by (a)
         Rule 144 under the Act, as such Rule may be amended from time to time,
         or (b) any similar rule or regulation hereafter adopted by the
         Commission. Upon the request of any holder of Restricted Securities,
         Buyer will deliver to such holder a written statement as to whether it
         has complied with such requirements.

12.      Assignment of Registration Rights. The rights of the Seller under this
         Agreement with respect to any Restricted Securities may be assigned to
         any person or entity who acquires all or a portion of such Restricted
         Securities. Any assignment of registration rights pursuant to this
         Section 12 shall be effective upon receipt by Buyer of (i) written
         notice from the assignor (A) stating the name and address of any
         assignee, (B) describing the manner in which the assignee acquired the
         Restricted Securities from the assignor and (C) identifying the
         Restricted Securities with respect to which the rights under this
         Agreement are being assigned, (ii) a certificate signed by the assignee
         assuming all obligations of the assignor under this Agreement and (iii)
         any other certificate or document that Buyer might reasonably require.

13.      Miscellaneous.

         a.       Entire Agreement. This Agreement and the other agreements
                  executed in connection and contemporaneously herewith
                  constitute the entire agreement and supersede all prior (oral
                  and written) or contemporaneous proposals or agreements, all
                  previous negotiations and all other communications or


                                       12
<PAGE>

                  understandings between the parties hereto with respect to the
                  subject matter hereof.

         b.       Parties Bound by Agreement. This Agreement shall be binding
                  upon and shall inure to the benefit of the parties hereto and,
                  subject to Section 12, their respective successors and
                  assigns.

         c.       Counterparts. This Agreement may be executed in multiple
                  counterparts, each of which, when executed, shall be deemed an
                  original, and all of which shall constitute but one and the
                  same instrument.

         d.       Governing Law. THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT
                  UNDER, AND SHALL BE CONSTRUED, INTERPRETED AND GOVERNED BY AND
                  ACCORDING TO, THE LAWS OF THE STATE OF DELAWARE, EXCLUDING ANY
                  CONFLICT OF LAWS PRINCIPLES WHICH, IF APPLIED, MIGHT PERMIT OR
                  REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

         e.       No Inconsistent Agreements. Buyer will not hereafter enter
                  into any agreement with respect to its securities which is
                  inconsistent with the rights granted to the holders of
                  Registrable Securities in this Agreement.

         f.       Remedies. Each holder of Registrable Securities, in addition
                  to being entitled to exercise all rights granted by law,
                  including recovery of damages, will be entitled to specific
                  performance of its rights under this Agreement. Buyer agrees
                  that monetary damages would not be adequate compensation for
                  any loss incurred by reason of a breach by it of the
                  provisions of this Agreement and hereby agree to waive (to the
                  extent permitted by law) the defense in any action for
                  specific performance that a remedy of law would be adequate.

         g.       Amendments and Waivers. Except as otherwise provided herein,
                  the provisions of this Agreement may not be amended, modified
                  or supplemented, and waivers or consents to departures from
                  the provisions hereof may not be given unless Parent has
                  obtained the written consent of holders of at least a majority
                  in aggregate number of Restricted Securities then outstanding
                  affected by such amendment, modification, supplement, waiver
                  or departure.

         h.       Further Assurances. Subject to the terms and conditions set
                  forth in this Agreement, each of the parties hereto agrees to
                  use all reasonable efforts to take, or to cause to be taken,
                  all actions, and to do, or to cause to be done, all things
                  necessary, proper or advisable under applicable laws and
                  regulations to consummate and make effective the transactions
                  contemplated by this Agreement. If, at any time after the
                  execution of this Agreement, any further action is necessary
                  or desirable to carry out its purposes, the proper officers or
                  directors of the parties hereto shall take or cause to be
                  taken all such necessary action.

         i.       Severability. Any term or provision of this Agreement that is
                  invalid or unenforceable in any jurisdiction shall be
                  ineffective as to such jurisdiction, to the

                                       13
<PAGE>

                  extent of such invalidity or unenforceability, without
                  rendering invalid or unenforceable the remaining terms and
                  provisions of this Agreement or affecting the validity or
                  enforceability of any terms or provisions of this Agreement in
                  any other jurisdiction. If any provision of this Agreement is
                  so broad as to be unenforceable, such provision shall be
                  interpreted to be only so broad as is enforceable. A
                  bankruptcy or similar trustee must accept or, to the extent
                  permitted by law, reject this Agreement in its entirety.

         j.       Waivers. Neither action taken (including, without limitation,
                  any investigation by or on behalf of either party hereto) nor
                  inaction pursuant to this Agreement, shall be deemed to
                  constitute a waiver of compliance with any representation,
                  warranty, covenant or agreement contained herein by the party
                  not committing such action or inaction. A waiver by either
                  party hereto of a particular right, including, without
                  limitation, breach of any provision of this Agreement, shall
                  not operate or be construed as a subsequent waiver of that
                  same right or a waiver of any other right.

         k.       No Third Party Beneficiaries. Except to the extent a third
                  party is expressly given rights herein, any agreement herein
                  contained, expressed or implied, shall be only for the benefit
                  of the parties hereto and their respective legal
                  representatives and permitted successors and assigns, and such
                  agreements shall not inure to the benefit of any other person
                  whomsoever, it being the intention of the parties hereto that
                  no person shall be deemed a third party beneficiary of this
                  Agreement except to the extent a third party is expressly
                  given rights herein.

         l.       Termination. This Agreement shall terminate on December 31,
                  2012.

         m.       Notices. All notices and other communications provided or
                  permitted hereunder shall be made by hand-delivery or
                  registered first-class mail:

                  (i)      if to the Seller:

                           El Paso Corporation
                           Attn: President
                           El Paso Building
                           1001 Louisiana
                           Houston, Texas 77002

                  (ii) if to a permitted successor holder of Restricted
Securities at the most current address, and with a copy to be sent to each
additional address, given by such holder to Buyer, in writing; and

                  (ii)     if to Buyer:

                           El Paso Energy Partners, L.P.
                           Attn: President
                           4 Greenway Plaza
                           Houston, Texas 77046



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<PAGE>


         IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first set forth in the preamble of this Agreement.



                                         EL PASO CORPORATION



                                         By:      /s/ John Hopper
                                             -----------------------------------
                                         Name:    John Hopper
                                               ---------------------------------
                                         Title:   Vice President and Treasurer
                                                --------------------------------



                                         EL PASO ENERGY PARTNERS, L.P.



                                         By:      /s/ Keith Forman
                                             -----------------------------------
                                         Name:    Keith Forman
                                               ---------------------------------
                                         Title:   Vice President and Chief
                                                  Financial Officer
                                                --------------------------------




              Series C Registration Rights Agreement Signature Page