POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned,
ROBERT G. PHILLIPS, hereby appoints David L. Siddall, Corporate
Secretary; Peggy A. Heeg, General Counsel for El Paso Corporation; Cara
E. Bergen, Attorney for El Paso Corporation; Alan D. Bishop, Director of
Shareholder Relations for El Paso Corporation, or Stacy J. James,
Manager of Shareholder Relations of El Paso Corporation, to be the
true and lawful attorneys-in-fact for the undersigned, for him and in his
name, place and stead to execute, acknowledge, deliver and file, as required,
with the Securities and Exchange Commission, national securities exchanges
and El Paso Energy Partners, L.P. (the Company), the following
forms with respect to securities of the Company: (i) Forms 3, 4 and 5
(including amendments thereto) pursuant to Section 16(a) of the Securities
Exchange Act of 1934, as amended, and the rules and regulations
thereunder, and (ii) Form 144 (including amendments thereto) in
accordance with the Securities Act of 1933, as amended, and the rules and
regulations thereunder, and hereby grants to each of David L. Siddall,
Peggy A. Heeg, Cara E. Bergen, Alan D. Bishop or Stacy J. James full
power and authority, to act individually, to perform all acts necessary
complete such purposes.
The undersigned agrees that the attorneys-in-fact herein, David L.
Siddall, Peggy A. Heeg, Cara E. Bergen, Alan D. Bishop or Stacy J.
James, may rely entirely on information furnished orally or in writing by
the undersigned to such attorneys-in-fact. The undersigned also agrees to
indemnify and hold harmless the Company and the attorneys-in-fact
against any losses, claims, damages or liabilities (or actions in these
respects) that arise out of or are based upon any untrue statements or
omission of necessary facts in the information provided by the
undersigned to the attorneys-in-fact for purposes of executing,
acknowledging, delivering or filing Forms 3, 4 or 5 and Form 144
(including amendments thereto) and agrees to reimburse the Company and
the attorneys-in-fact herein for any legal or other expenses reasonably
incurred in connection with investigating or defending against any such
loss, claim, damage, liability or action.
The validity of this Power of Attorney shall not be affected in any
manner by reason of the execution, at any time, of other powers of
attorney by the undersigned in favor of persons other than those named
The undersigned agrees and represents to those dealing with its
attorneys-in-fact herein, David L. Siddall, Peggy A. Heeg, Cara E. Bergen,
Alan D. Bishop or Stacy J. James, that this Power of Attorney is for
indefinite duration and may be voluntarily revoked only by written notice
to such attorney-in-fact, delivered by registered mail or certified mail,
return receipt requested.
IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of this 28th day of August, 2002.
S/ROBERT G. PHILLIPS