exv10wew2






Exhibit 10.E.2




AMENDMENT NO. 2 TO THE

EL PASO CORPORATION

1999 OMNIBUS INCENTIVE COMPENSATION PLAN




     Pursuant to Section 16.1 of the El Paso Corporation 1999 Omnibus Incentive Compensation Plan,
effective as of January 20, 1999, as amended (the “Plan”), the Plan is hereby amended as follows,
effective May 1, 2003:



     WHEREAS, “Performance Units” or “Units” (as defined in the Plan) and “Incentive Awards” (as
defined in the Plan) are currently outstanding under the Plan; and



     WHEREAS, the Company desires to clarify provisions of the Plan to reflect the intent of the
Board of Directors and the Compensation Committee with respect to the Performance Units and
Incentive Awards granted under the Plan.



     NOW THEREFORE, the following amendments shall be made to the Plan:



     A new Section 2.25A shall be added immediately following Section 2.25 to read as follows:



     “2.25A Qualifying Change in Control




     Any Change in Control other than a Change in Control to which clause (iv) of Section 2.5
applies.”



     Sections 9.7, 11.8 and 16.1 (including, without limitation, the headings thereof, as
applicable) shall be amended to substitute the term “Qualifying Change in Control” for the term
“Change in Control” set forth therein.



     Section 9.5(b)(i) shall be deleted in its entirety and replaced with the following:



     “(i) Primary Benefit Payment




     Upon the expiration of each Performance Cycle, all uncanceled Performance Units granted with
respect to such Performance Cycle shall vest and benefit payments with respect to such Performance
Units shall become payable. Subject to Section 9.5(d), a Participant who has remained an employee
continuously from the date of the grant of the Performance Units for a Performance Cycle through
the last day of such Performance Cycle shall be eligible to receive a benefit payment equal to the
Adjusted Value, as provided for in Section 9.4(b), of the Performance Units (the “Primary Benefit”)
with respect to and as of the close of such Performance Cycle. The Valuation Date for determining
such Adjusted Value shall be established by the Plan Administrator



 









 






at the time the Performance Units are granted. The amount of any benefit payment payable with
respect to Performance Units shall be reduced by the amount of any interim benefit payments made
pursuant to Section 9.5(b)(ii) with respect to such Performance Units. If the interim benefit
payments exceed the Primary Benefit, no payment shall be made.”




Section 9.5(d) shall be deleted in its entirety and replaced with the following:




“(d) Retirement, Death, Disability or Termination of Employment




     Participants (or their Beneficiaries in the case of their deaths) who have retired,
died, become Permanently Disabled, or who have terminated their employment, prior to the
end of a Performance Cycle shall not be entitled to receive payment from the Company or its
Subsidiaries for any Units which were not vested as of the time such Participants ceased
active employment with the Company or its Subsidiaries. Notwithstanding Section 9.5(c),
such Participants (or their Beneficiaries in the case of their deaths) will be entitled to
receive a cash payment for vested Units in accordance with Section 9.5(b)(i). No payments
shall be made to such Participants (or Beneficiaries) pursuant to Section 9.5(b)(ii).
Unless the Plan Administrator otherwise determines, a Participant who is terminated with
Cause shall receive no benefit under this Section 9. In the event of a Change in Control
that is not a Qualifying Change in Control, a Participant who is terminated without Cause,
or who terminates his or her employment for Good Reason, following such Change in Control
and prior to the end of an applicable Performance Cycle shall be entitled to receive a cash
payment for any vested Units granted with respect to such Performance Cycle in accordance
with Section 9.5(b)(i). No payments shall be made to such Participants pursuant to Section
9.5(b)(ii).”



     IN WITNESS WHEREOF, the Company has caused this amendment to be duly executed on this 1st day
of May 2003.



	 	 	 	 	 
	 	EL PASO CORPORATION

 	 
	 	By:  	/s/ David E. Zerhusen
 	 
	 	 	David E. Zerhusen 	 
	 	 	Executive Vice President
Administration 	 
	 



	 	 	 	 	 
	 	Attest:

 	 
	 	/s/ David L. Siddall
 	 
	 	Corporate Secretary