Letter to Shareholders - 2008 was a year with two distinct chapters. Chapter one included strong and rising commodity prices, growth in both core businesses, strong earnings and cash flow, and a six-year high for our stock price. Chapter two was the polar opposite, characterized by a worldwide recession, the collapse of capital markets, falling commodity prices, and very close to a five-year low for our stock price. 2008 also included a very active hurricane season that affected our operations offshore in the Gulf of Mexico, onshore along the Gulf Coast, and even our headquarters in Houston where Hurricane Ike inflicted meaningful damage.

In spite of this unprecedented volatility, we stayed focused on our two core businesses and closed the year with some significant achievements under our belt. I will share some of these in this letter, but I don’t want to gloss over the fact that in spite of our efforts and in spite of these accomplishments, our stock performed poorly. In the current environment, there is a great temptation to lay all of this off on “the collapse of the market” or “conditions outside our control.” Two things to point out: First, that isn’t completely true; and, second, it doesn’t change the fact that you, our shareholders, lost money on your investment in El Paso in 2008. For that, I take full responsibility. Also, as a long-term shareholder and someone who has made significant purchases of our stock, I can safely say that no one suffered greater loss as a percentage of their personal worth than me. The same can be said for the rest of the leadership of your company, and we are all committed to leading El Paso through this challenging period and delivering long-term value to you that will make you glad that you allowed us to steward your investment.

Accomplishments
But for a precipitous drop in commodity prices during the fourth quarter, 2008 would have been our sixth consecutive year of improved earnings. Both core businesses—Pipeline and Exploration & Production—contributed to that success. In the Pipeline business, we placed seven growth projects in service during the year. In the successful completion of these projects we saw the positive effects of all of the investment we’ve made over the last two years in improving our commercial skills, our supply chain management expertise, and our ability to successfully execute on projects. These investments will pay huge dividends as we move forward on our signature achievement for 2008—increasing our backlog of committed growth projects to $8 billion, which we expect to generate an incremental $1.2 billion in cash flow annually when fully in service. This is the best growth backlog in the industry, because it is supported by long-term capacity commitments from our customers and because we have mitigated a significant portion of the capital risk. And all of this was accomplished while achieving the best safety performance in our history.

In our Exploration & Production business, we grew our non-proved inventory by almost 30 percent year-over-year. And that growth was in areas that have all the attributes we look for—significant acreage positions that are largely held by production, large numbers of relatively lowrisk, repeatable drilling opportunities that allow us to achieve substantial benefits from continuous improvement, and longevity of reserves. This business unit also replaced almost 200 percent of its reserves during the year at a cost per unit domestically of $2.87 per million cubic feet equivalent (Mcfe), before considering the effects of the price-related oil and gas reserve revision at year-end. This was a 12 percent improvement over 2007 in a year when most costs were at alltime highs. These accomplishments are a direct result of our asset high-grading process over the last few years, our continued improvement in our supply chain skills, and a focus on larger scale, more repeatable drilling programs. We also had exploration success during the year in Brazil and expect our first large development to come on stream in the second quarter of this year. In Egypt, we kicked off our drilling campaign after building a significant acreage position in the prolific onshore Western Desert area. Our cash flow from operations for 2008 was up 30 percent from 2007. In addition, during the year we worked diligently to put in place commodity price protection for 2009. The end result is that we achieved a floor price for 75 percent of our 2009 domestic gas production at around $9 per Mcf and 60 percent of our oil was sold at approximately $110 a barrel for 2009. As market conditions declined in the second half of the year, and ever mindful of our capital needs going forward, we built liquidity significantly. As I write this letter in early March, we have $3.3 billion in liquidity, effectively eliminating our need to access capital markets under any commodity price scenario for the remainder of 2009.

Missteps
Our biggest single misstep during the year was not anticipating the bursting of the commodity bubble and the meltdown of the capital markets. Had we been able to do so, we would have certainly managed our business differently, hedging production out beyond 2009, cutting capital sooner, and paying down debt earlier. With hindsight, of course, we all should have seen this coming. But the fact is we did not. In addition, we allocated too much capital to our onshore Texas Gulf Coast region and stuck with our spending program too long when results were below expectations. The result of this was sub-par production volume performance for the year for this region, which dragged down otherwise good performance in the Exploration & Production business as a whole. We work to continuously improve as an organization, so we have incorporated the learnings from these missteps into our 2009 Plan.

2009 and Beyond
We find ourselves today in uncharted waters. Commodity prices are low and have descended at a much faster rate than costs. Demand for our primary product, natural gas, is down. We are trying to forecast when the effects of a dramatic drop-off in drilling activity will result in a rebalancing of the supply/demand equation. The global recession means some new realities in capital markets, maybe for the long term. The monetary and fiscal stimulus from Congress, the Treasury, and the Federal Reserve means that many of the macro-economic drivers for our business will suffer distortion. Any one of these would be a real leadership challenge, but, in combination, they result in an unprecedented need to lead this organization in real-time, to constantly reassess the assumptions in our plan, to maintain maximum flexibility to respond to near-term events, and to communicate regularly with our primary constituents, starting with the 5,000 members of Team El Paso.

So in this environment, what are we doing? First, we acted quickly to address our liquidity for 2009, and now we’re working on 2010 and beyond. Second, we have cut our capital spending plans, and may cut further to the extent that market conditions dictate. But we’ve made these cuts with some principles in mind. Our highest priority is to execute on the growth backlog in our Pipeline business, and do that on-time and onbudget. We view our Exploration & Production expenditures in this environment as largely discretionary, but we want to preserve our inventory so that as commodity prices recover we can capture that value. We are working to shorten the duration of our supply chain so that we can maximize our ability to reduce costs in areas where overcapacity exists, and we continue to work with our vendor partners to reduce costs. Finally, we’re taking actions to ensure that we can withstand a prolonged period of low commodity prices.

This is as challenging a time in our industry as any of us have ever experienced. 2009 will be a difficult year. But we have three core strengths to build on that put us in good stead. First, our primary commodity, natural gas, is uniquely positioned to help address our country’s energy needs and environmental challenges. Natural gas is abundant, it is clean, and it will be the primary bridge fuel as we continue to work to reduce our carbon footprint nationally. Second, we have assets that are well-suited to benefit from the growth of natural gas as a primary energy source. We have the best natural gas pipeline assets in the business, and we will grow them significantly over the next five years with the projects already in hand. We have a great Exploration & Production business that will live within its means during this time of low commodity prices, while preserving the optionality that exists in its large inventory of low-risk unconventional properties. And third, we have an important strategic weapon at El Paso—5,000 team members who are engaged and committed to achieving our longer-term vision for this company to be the Place to Work, the Neighbor to Have, and the Company to Own. We know they are talented, motivated, and engaged because we measure it. And we’ve been honest with them about the challenges ahead and the sacrifices that we will ask them to make for our future. Our employees are battle-tested and capable of leading the company through just this kind of environment.

Thank you for the faith you show in us by allowing us to be stewards of your investment. We will work tirelessly to make that a wise decision.

Doug E. Foshee
President and Chief Executive Officer
Our commitment to safety, quality customer service, and reliable operations helps our Pipeline Group deliver exceptional performance, year-in and year-out. As owners and operators of North America’s premier interstate natural gas pipeline network, El Paso connects major producing regions with growing population centers.
We own North America’s largest interstate natural gas pipeline system. Our approximately 42,000 miles of pipe connect North America’s major natural gas producing basins to markets from coast-to-coast and border-to-border. For more than 80 years, this infrastructure has helped to fuel the engine of the U.S. economy. We have a proven track record of performance, and we will play a vital role in our nation’s economic recovery.

In 2008, we placed seven new growth projects in service that are now earning revenue. These projects are located in the Rockies and Southeast. In 2009, we are scheduled to complete four additional expansion projects that will contribute 550 million cubic feet per day in combined daily throughput.

Due to the size, connectivity, and diversity of our U.S. pipeline system, we have been able to capitalize on growth opportunities and the dynamics of shifting supply and demand. Our backlog of committed pipeline projects has grown from $4 billion as we entered 2008 to nearly $8 billion. In 2008, we committed to new growth projects in the Northeast, Southeast, and West, which will be placed in service between 2009 and 2012. The largest of these is our Ruby Pipeline, a new 675-mile, 42-inch pipeline which will connect competitively priced natural gas reserves in the Rocky Mountain region with markets in the Western United States. It will be ready for service in early 2011. This backlog of projects gives us a clear line of sight to annual pipeline earnings growth for the next five years.

But we’re not just pipelines. A key component of the natural gas delivery system is the ability to store gas for delivery to meet the market’s needs. We own approximately 230 billion cubic feet of storage capacity that provides our customers the operational and financial flexibility they need.

Reliable supplies of liquefied natural gas (LNG) are also a critical component of the U.S. energy mix going forward. We own one of North America’s best-located LNG facilities, Elba Island, near Savannah, Georgia. Elba Island receives regular LNG shipments from stable supply sources, and serves as a key natural gas supply hub for markets in the Southeastern and Eastern United States, with current daily sendout capacity of more than 1.2 billion cubic feet. And we’ll place in service a major expansion of our Elba Island facility in 2010.

In 2009, our focus is to enhance the value of our transmission business by successfully executing on our backlog of committed expansion projects and continuing to develop growth projects in our market and supply areas. Our decisions are continually guided by El Paso’s common purpose to deliver natural gas and related energy products in a safe, efficient, and dependable manner.

As opportunities expand for El Paso Exploration & Production Company, we remain focused on the fundamentals of exploring for and producing natural gas and oil. In an extremely competitive business, this focus has helped us move closer to our goal of becoming a top-tier exploration and production company.
Our Exploration & Production Company explores for, acquires, develops, and produces natural gas and oil in the United States, Brazil, and Egypt. Our balanced program of development and exploration, which is focused on low-risk, repeatable programs, helps us find and produce energy to meet U.S. energy needs.

At the end of 2008, we controlled 3.8 million net leasehold acres. Our proved natural gas and oil reserves were about 2.3 trillion cubic feet equivalent, excluding 0.2 trillion cubic feet related to our unconsolidated investment in Four Star Oil and Gas Company. In addition to our proved reserves, we closed out 2008 with significant resource inventory, including 3.5 trillion cubic feet equivalent of net risked unproved resource potential. During the year, our production averaged about 816 million cubic feet equivalent per day, including 74 million cubic feet equivalent per day attributable to our share of Four Star equity volumes. We have a significant portfolio of development and exploration projects that includes both long- and shorter-lived properties, which we operate in four U.S. regions and internationally.

El Paso Exploration & Production explores for, develops, and produces natural gas and oil in four key onshore and offshore regions of the United States—Central, Western, Texas Gulf Coast, and Gulf of Mexico/South Louisiana— as well as offshore Brazil and onshore Egypt.

Strategic acquisitions have been a big part of our growth story over the past five years. Significant acquisitions include Medicine Bow, with operations in the Western United States and an ownership interest in Four Star; Peoples Energy Production Company, with operations in east and south Texas, north Louisiana, and Mississippi; and producing properties and undeveloped acreage in Zapata County in south Texas. We have also completed smaller “bolt-on” acquisitions of incremental interests where we already had existing operations.

In addition to acquisitions, strategic divestitures have allowed us to highlight the strength of our remaining assets. During 2008, as part of our efforts to high-grade our asset portfolio, we completed the sale of non-core properties primarily in the Texas Gulf Coast and Gulf of Mexico regions. In January 2009, we completed the sale of additional non-core natural gas producing properties in our Western and Central regions. These transactions have increased the weighting of our existing inventory toward lower-risk, onshore basins in the United States.

Internationally, the company has established operations in Brazil and recently began operations in Egypt. Our operations in Brazil cover approximately 329,000 net acres in seven blocks and eight development areas in the Camamu, Espirito Santo, and Potiguar basins located offshore Brazil. Production in Brazil averaged 11 million cubic feet per day equivalent in 2008. Our Egyptian operations include 1.2 million net acres in two blocks onshore in Egypt’s Western Desert.

Our program has upside potential in the areas of infill drilling, emerging shale plays, and international exploration. In 2009, we will continue to focus on lower-risk, repeatable programs in the onshore regions of the United States, while preserving opportunities for future growth as business cycles emerge from the current global economic challenges.

Board of Directors


Juan Carlos Braniff

Chairman Capital I Ltd. Partners


James L. Dunlap

Former Vice Chairman President and Chief Operating Officer Ocean Energy/United Meridian Corporation


Douglas L. Foshee

President and Chief Executive Officer El Paso Corporation


Robert W. Goldman

Financial Consultant Former Senior Vice President, Finance and Chief Financial Officer Conoco Inc.


Anthony W. Hall, Jr.

Chief Administrative Officer City of Houston, Texas


Thomas R. Hix

Former Senior Vice President, Finance and Chief Financial Officer Cooper Cameron Corporation


William H. Joyce*

Former Chairman of the Board and Chief Executive Officer Nalco Company


Ronald L. Kuehn, Jr.*

Chairman of the Board
El Paso Corporation


Ferrell P. McClean

Former Managing Director and Senior Advisor J.P. Morgan Chase & Co.’s Global Oil & Gas Group


Steven J. Shapiro

Former Executive Vice President and Chief Financial Officer Burlington Resources Inc.


J. Michael Talbert

Former Executive Chairman of the Board Transocean Inc.


Robert F. Vagt

President The Heinz Endowments


John L. Whitmire

Chairman of the Board, CONSOL Energy, Inc.


Joe B. Wyatt*

Chancellor Emeritus Vanderbilt University

*Not standing for re-election and retiring from the Board at the close of the 2009 annual meeting.

Management Team

Douglas L. Foshee
President and Chief Executive Officer El Paso Corporation

Robert W. Baker
Executive Vice President and General Counsel

James J. Cleary
President Western Pipelines

D. Mark Leland
Executive Vice President and Chief Financial

Susan B. Ortenstone
Senior Vice President Human Resources & Administration

Brent J. Smolik
President El Paso Exploration & Production Company

James C. Yardley
President Pipeline Group

Cautionary Statement Regarding Forward - Looking Statements
This report includes certain forward-looking statements and projections. The company has made every reasonable effort to ensure that the information and assumptions on which these statements and projections are based are current, reasonable, and complete. However, a variety of factors could cause actual results to differ materially from the projections, anticipated results or other expectations expressed in this report, including, without limitation, our ability to meet our 2009 debt maturities; volatility in, and access to, the capital markets; our ability to implement and achieve our objectives in our 2009 plan, including achieving our earnings and cash flow targets; the effects of any changes in accounting rules and guidance; our ability to meet production volume targets in our Exploration and Production segment; our ability to comply with the covenants in our various financing documents; our ability to obtain necessary governmental approvals for proposed pipeline and E & P projects and our ability to successfully construct and operate such projects; the risks associated with recontracting of transportation commitments by our pipelines; regulatory uncertainties associated with pipeline rate cases; actions by the credit rating agencies; the successful close of our financing transactions; our ability to close asset sales, as well as transactions with partners on one or more of our expansion projects that are included in the plan on a timely basis; credit and performance risk of our lenders, trading counterparties, customers, vendors and suppliers; changes in commodity prices and basis differentials for oil, natural gas, and power; our ability to obtain targeted cost savings in our businesses; inability to realize anticipated synergies and cost savings on a timely basis or at all; general economic and weather conditions in geographic regions or markets served by the company and its affiliates, or where operations of the company and its affiliates are located, including the risk of a global recession and negative impact on natural gas demand; the uncertainties associated with governmental regulation; political and currency risks associated with international operations of the company and its affiliates; competition; and other factors described in the company’s (and its affiliates’) Securities and Exchange Commission filings. While the company makes these statements and projections in good faith, neither the company, nor its management, can guarantee that anticipated future results will be achieved. Reference must be made to those filings for additional important factors that may affect actual results. The company assumes no obligation to publicly update or revise any forwardlooking statements made herein or any other forward-looking statements made by the company, whether as a result of new information, future events, or otherwise. Cautionary Note to U.S. Inves to rs Note that the SEC permits oil and gas companies, in their filings with the SEC , to disclose only proved reserves that a company has demonstrated by actual production or conclusive formation tests to be economically and legally producible under existing economic and operating conditions. We have used certain terms in this report, such as unproved resources, that the SEC’s guidelines strictly prohibit us from including in filings with the SEC. The SEC defines proved reserves as estimated quantities that geological and engineering data demonstrate with reasonable certainty to be recoverable in the future from known reservoirs under the assumed economic conditions. Investors are urged to closely consider the disclosures and risk factors in our forms 10-K and 10-Q, available from our offices or from our website at http://www.elpaso.com, including the inherent uncertainties in estimating quantities of proved reserves and unproved resources.
Non-GAAP Information
El Paso uses the non-GAAP financial measure Earnings, or Earnings Before Interest Expense and Income Taxes (EBIT) to assess the operating results and effectiveness of the company and its business segments. The company defines E B I T as net income adjusted for items that do not impact its income from continuing operations, such as extraordinary items and discontinued operations; (ii) income taxes; (iii) interest and debt expense; and (iv) distributions on p r eferred interests of consolidated subsidiaries. The company excludes interest and debt expense and distributions on preferred interests of consolidated subsidiaries so that investors may evaluate the company’s operating results without regard to its financing methods or capital structure. We also present adjusted EPS. Adjusted EPSis diluted earnings (loss) per common share from continuing operations adjusted for certain specified items. Adjusted EPS is useful in analyzing our ongoing earnings potential.
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Principal Corporate Office
El Paso Corporation
1001 Louisiana Street
Houston, Texas 77002
713-420-2600


Stock Transfer Agent and Registrar Computershare Trust Company has been appointed transfer agent, registrar, dividend reinvestment agent, and is the agent of our continuous odd-lot stock sales program. Inquiries with respect to stock accounts and dividends and requests to transfer certificates should be addressed to: Computershare Trust Company, N.A.
P.O. Box 43010
Providence, Rhode Island 02940-3010
877-453-1503
www. comptershare.com/investor


Stock Exchange Listing
El Paso Corporation common stock is listed for trading on the New York Stock Exchange under the ticker symbol “EP.”
Our cash flow from operations for 2008 was up 30 percent from 2007. In addition, during the year we worked diligently to put in place commodity price protection for 2009. The end result is that we achieved a floor price for 75 percent of our 2009 domestic gas production at around $9 per Mcf and 60 percent of our oil was sold at approximately $110 a barrel for 2009. As market conditions declined in the second half of the year, and ever mindful of our capital needs going forward, we built liquidity significantly. As I write this letter in early March, we have $3.3 billion in liquidity, effectively eliminating our need to access capital markets under any commodity price scenario for 2009.
We delivered consistent financial results again in 2008. Throughput increased—up 4 percent over 2007—in spite of an active hurricane season in 2008, the global economic slowdown, and a generally milder winter and summer. We made meaningful progress on our nearly $8 billion committed backlog of expansion projects, the largest in our history. And we did all this while achieving our best-ever employee safety record and reliably serving our customers 24/7.
In a year of unprecedented challenges, we achieved several important milestones in 2008. We added significant inventory to our future capital projects and achieved the lowest domestic reserve replacement costs, excluding price revisions, in many years. We added 595 billion cubic feet equivalent of proved reserves before price revisions, completed divestitures that generated $637 million of proceeds, and strengthened our team in an exceptionally tough talent environment. Throughout the year, we held to our values as a company and remained focused on our objectives.