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Exhibit 10.3
 OMNIBUS AGREEMENT
 BY AND AMONG
 EL PASO PIPELINE PARTNERS, L.P.,
 EL PASO PIPELINE GP COMPANY, L.L.C.,
 SOUTHERN NATURAL GAS COMPANY,
 COLORADO INTERSTATE GAS COMPANY
 AND
 EL PASO CORPORATION




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Table of Contents
 ARTICLE IDefinitions1.1 Definitions
    
    
    1ARTICLE IIIndemnification2.1 Environmental Indemnification
    
    
    52.2 Additional Indemnification
    
    
    52.3 Limitations Regarding Indemnification
    
    
    62.4 Indemnification by the Partnership Group
    
    
    72.5 Indemnification Procedures
    
    
    72.6 Access Rights
    
    
    8ARTICLE IIIReimbursement Obligations3.1 Reimbursement for Operating and General and Administrative Expenses
    
    
    93.2 Reimbursement of SNG Guarantee of Elba Island Expansion
    
    
    93.3 Reimbursement of SNG Elba Express Expansion
    
    
    9ARTICLE IVLicense Agreement4.1 Grant of License
    
    
    104.2 Restrictions on Mark
    
    
    104.3 Ownership
    
    
    104.4 Estoppel
    
    
    104.5 Indemnification
    
    
    104.6 Remedies and Enforcement
    
    
    114.7 In the Event of Termination
    
    
    11ARTICLE VMiscellaneous5.1 Choice of Law; Submission to Jurisdiction
    
    
    115.2 Notice
    
    
    125.3 Entire Agreement
    
    
    125.4 Termination
    
    
    125.5 Effect of Waiver or Consent
    
    
    125.6 Amendment or Modification
    
    
    135.7 Assignment; Third Party Beneficiaries
    
    
    135.8 Counterparts
    
    
    135.9 Severability
    
    
    135.10 Gender, Parts, Articles and Sections
    
    
    135.11 Further Assurances
    
    
    135.12 Withholding or Granting of Consent
    
    
    135.13 Laws and Regulations
    
    
    14
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5.14 Negation of Rights of Limited Partners, Assignees and Third Parties
    
    
    145.15 No Recourse Against Officers or Directors
    
    
    14




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OMNIBUS AGREEMENT
 Agreement MLP General Partner SNG CIG El Paso
 R E C I T A L S:
   ARTICLE I
Definitions
 1.1 Definitions.
   Agreement
 Change of Control Applicable Person




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CIG
 Closing Date
 Covered Environmental Losses
 Elba Island LNG Terminal
 Elba Express
 El Paso
 El Paso Entities
 Environment
 Environmental Activity provided however
 2




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Environmental Laws
 Environmental Losses
 Environmental Permit
 Exchange Act
 General Partner
 Hazardous Substance
 3




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Indemnified Party
 Indemnifying Party
 Licensee
 Licensor
 Losses
 Mark
 MLP
 MLP Agreement
 MLP Assets
 Organizational Documents
 Partnership Group
 Partnership Group Member
 Party Parties
 Person
 4




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Release
 Retained Assets
 Services
 SNG
 Subsidiary
 Voting Securities
 WIC
 ARTICLE II
Indemnification
 2.1 Environmental Indemnification provided, however, that
 2.2 Additional Indemnification
   5




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2.3 Limitations Regarding Indemnification
   6




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2.4 Indemnification by the Partnership Group
 2.5 Indemnification Procedures
  7




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provided provided however
 provided provided however
 2.6 Access Rights provided that
 8




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ARTICLE III
Reimbursement Obligations
 3.1 Reimbursement for Operating and General and Administrative Expenses
    3.2 Reimbursement of SNG Guarantee of Elba Island Expansion
 3.3 Reimbursement of SNG Elba Express Expansion
 9




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ARTICLE IV
License Agreement
 4.1 Grant of License
 4.2 Restrictions on Mark
    4.3 Ownership
 4.4 Estoppel
 4.5 Indemnification
  10




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4.6 Remedies and Enforcement
 4.7 In the Event of Termination
 ARTICLE V
Miscellaneous
 5.1 Choice of Law; Submission to Jurisdiction
 11




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5.2 Notice
  
  
 5.3 Entire Agreement
 5.4 Termination
 5.5 Effect of Waiver or Consent
 12




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5.6 Amendment or Modification provided however
 5.7 Assignment; Third Party Beneficiaries
 5.8 Counterparts
 5.9 Severability
 5.10 Gender, Parts, Articles and Sections
 5.11 Further Assurances
 5.12 Withholding or Granting of Consent
 13




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5.13 Laws and Regulations
 5.14 Negation of Rights of Limited Partners, Assignees and Third Parties
 5.15 No Recourse Against Officers or Directors
 [Signature page follows]
 14




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EL PASO PIPELINE PARTNERS, L.P.By:
    EL PASO PIPELINE GP COMPANY,L.L.C., its general partnerBy:
    /s/ James C. YardleyName:
    James C. YardleyTitle:
    President and Chief Executive OfficerEL PASO PIPELINE GP COMPANY, L.L.C.By:
    /s/ James C. YardleyName:
    James C. YardleyTitle:
    President and Chief Executive OfficerEL PASO CORPORATIONBy:
    /s/ Robert W. BakerName:
    Robert W. BakerTitle:
    Executive Vice President and General CounselCOLORADO INTERSTATE GAS COMPANYBy:
    /s/ James J. ClearyName:
    James J. ClearyTitle:
    PresidentSOUTHERN NATURAL GAS COMPANYBy:
    James C. YardleyName:
    James C. YardleyTitle:
    President