AGREEMENT AND PLAN OF MERGER Dated as of October 16, 2011 among KINDER MORGAN, INC., SHERPA MERGER SUB, INC., SHERPA ACQUISITION, LLC, SIRIUS HOLDINGS MERGER CORPORATION, SIRIUS MERGER CORPORATION and EL PASO CORPORATIONAgreement and Plan of Merger • October 19th, 2011 • Kinder Morgan, Inc. • Natural gas transmission • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of October 16, 2011 (this “Agreement”), is by and among El Paso Corporation, a Delaware corporation (the “Company”), Sirius Holdings Merger Corporation, a Delaware corporation and direct, wholly owned subsidiary of the Company (“New EP”), Sirius Merger Corporation, a Delaware corporation and direct, wholly owned Subsidiary of New EP (“Merger Sub One”), Kinder Morgan, Inc., a Delaware corporation (“Parent”), Sherpa Merger Sub, Inc., a Delaware corporation and a direct, wholly owned Subsidiary of Parent (“Merger Sub Two”) and Sherpa Acquisition, LLC, a Delaware limited liability company and a direct, wholly owned Subsidiary of Parent (“Merger Sub Three”). Certain terms used in this Agreement are defined in Section 8.11.
