Rockies Express Pipeline LLC

--IDR at 'BBB';

--Senior notes due August 2009 (guaranteed) at 'BBB';

--Senior notes due 2013, 2018 and 2038 (not guaranteed) at 'BBB';

--Short-term IDR at 'F2';

--Commercial paper (CP) at 'F2'.

REX is owned by Kinder Morgan Energy Partners, L.P. (KMP rated 'BBB' by Fitch) - 51%, Sempra Energy (Sempra rated 'A' by Fitch) - 25%, and ConocoPhillips (COP rated 'A' by Fitch) - 24%. The three owners of REX unconditionally guarantee borrowings under the CP program and credit facility, as well as the senior notes due August 2009, severally (not jointly) in the same portion as their percentage ownership of REX. The senior notes issued by REX in June 2008 due 2013, 2018 and 2038 are not guaranteed by its owners.

The REX Pipeline is a 1,678-mile system designed to deliver natural gas produced in the Rocky Mountain region to markets in the Midwest and eastern U.S. The pipeline is being built in segments with two supply area legs having been completed by early 2007. A key segment running 713 miles from Cheyenne, Wyoming to Audrain County, Missouri, REX-West, was completed and became fully operational on May 20, 2008. REX-West is currently operating at or near full capacity. The 638-mile portion extending east from Missouri to Clarington, Ohio, REX-East, is targeted to be fully operational by Nov. 1, 2009. Partial service to Lebanon, Ohio began on June 29, 2009.

REX's rating and Stable Outlook are based on the following considerations:

--Stability in revenues generated under 10-year firm shipper contracts;

--Low counterparty exposure with 78% of volumes committed to shippers rated by Fitch 'A-' or better;

--Favorable Rocky Mountain supply characteristics;

--Strong eastern and Midwestern market fundamentals;

--Low regulatory risk with FERC approval received in May 2008 and transportation rates fixed for 10 years;

--Favorable pipeline route that intersects a total of 25 interstate and intrastate pipelines and gives shippers significant market flexibility and competitive pricing advantage;

--Minimal post-construction liquidity requirements;

--Supportive ownership;

--Anticipated credit measures consistent with 'BBB' rating.

Additional considerations are construction and execution risks associated with completion of the final 638-mile REX-East pipeline leg and industry-wide pipeline integrity issues.