exv10wbbw1






EXHIBIT 10.BB.1




AMENDMENT NO. 2 TO THE

EL PASO CORPORATION

2005 SUPPLEMENTAL BENEFITS PLAN




     WHEREAS, El Paso Corporation (the “Company”) maintains the El Paso Corporation 2005
Supplemental Benefits Plan (the “Plan”), effective as of January 1, 2005; and



     WHEREAS, Section 6.7 of the Plan permits the Management Committee to amend the Plan, subject
to certain limitations set forth therein; and



     WHEREAS, consistent with its delegated authority, the Management Committee desires to amend
the Plan to correct a scrivener’s error, to simplify the crediting of supplemental RSP matching
contributions, and to add claims procedures.



     NOW, THEREFORE, the Plan is amended, effective as of the dates set forth below, as follows:



     1.     Effective January 1, 2005, Section 4.1 is hereby amended in its entirety to correct a
scrivener’s error with respect to the designation of eligible participants, as follows:




     “Section 4.1 Participants




     The Management Committee shall determine and designate the officers and key
management employees of an Employer who are eligible to become Participants and
receive benefits under the Plan. Each Participant must be a selected management or
highly compensated employee.”



     2.     Effective January 1, 2009, the first sentence of the second paragraph of Section 5.2 is
hereby amended to read as follows:




     “From time to time, as determined by the Management Committee, the Company
shall allocate amounts equal to such additional Employer matching contributions to a
ledger account for the Participant.”



     3.     Effective January 1, 2008, a new Section 6 shall be added to the Plan, and the prior
Section 6 “General Provisions” shall be renumbered as Section 7. The new Section 6 shall hereby
read as follows:




     “Section 6 Claims Procedure




     Claims for benefits shall be administered in accordance with the procedures set forth
in this Section 6 and any additional written procedures that may be adopted from time to
time by the Management Committee.



 









 





          6.1 Submission of Claim





A claim for benefit payment shall be considered filed when a written request is
submitted to a Claims Administrator in the corporate human resources office.
The Claims Administrator shall respond to a claim in writing or electronically.
An authorized representative may act on behalf of a Participant or Beneficiary
(hereinafter “Claimant”) who claims benefits.




The Management Committee shall designate one or more persons on the Company’s
human resource staff as “Claims Administrator(s)” and authorize such individuals
to make claims determinations.



          6.2 Notice of Denial





Any time a claim for benefits is wholly or partially denied, the Claimant shall
be given written notice or electronic notice of such action within 90 days after
the claim is filed, unless special circumstances require an extension of time
for processing. If there is an extension, the Claimant shall be notified of the
extension and the reason for the extension within the initial 90-day period.
The extension shall not exceed 180 days after the claim is filed.




Such notice will indicate (i) the reason for the denial, (ii) the specific
provisions of the Plan on which the denial is based, (iii) an explanation of the
claims appeal procedure including the time limits applicable to the procedure
and a statement of the Claimant’s right to bring a civil action under ERISA
Section 502(a) and (iv) a description of any additional material or information
necessary to perfect the claim and an explanation of why such material or
information is necessary.



          6.3 Right to Request Review 





Any person who has had a claim for benefits denied by the Claims Administrator,
who disputes the benefit determination, or is otherwise adversely affected by
action of the Claims Administrator, shall have the right to request review by
the Management Committee. The Management Committee shall provide a full and
fair review that takes into account all comments, documents, records, and other
information submitted relating to the claim, without regard to whether the
information was previously submitted or considered in the initial benefit
determination. Such request must be in writing, and must be made within 60 days
after such person is advised of the Claims Administrator’s action. If written
request for such review is not made within such 60-day period, the Claimant
shall forfeit his or her right to review. The Claimant shall be provided, upon
request and free of charge, reasonable access to, and copies of, all documents,
records and other information relevant to the claim for benefits. The Claimant
may submit written comments, documents, records and other information relating
to the claim.



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          6.4 Review of Claim





The Management Committee shall then review the claim. The Management Committee
may hold a hearing if it is deemed necessary and shall issue a written decision
reaffirming, modifying or setting aside the initial determination by the Claims
Administrator within a reasonable time and not later than 60 days after receipt
of the written request for review, or 120 days if special circumstances, such as
a hearing, require an extension. If an extension is required, the Claimant
shall be notified in writing or electronically within the initial 60-day period
of the extension, the special circumstances requiring the extension and the date
by which the Plan expects to render a determination. The Management Committee
may authorize one or more members of the Management Committee to act on behalf
of the full Committee to review and decide claims.




A copy of the decision shall be furnished to the Claimant. The decision shall
set forth the specific reasons for the decision and specific Plan provisions on
which it is based, a statement that the Claimant is entitled to receive, upon
request and free of charge, reasonable access to, and copies of, all documents,
records and other information relevant to the claim, and a statement of the
Claimant’s right to bring a civil action under ERISA Section 502(a), noting the
limitation under Section 6.5 below. The decision shall be final and binding
upon the Claimant and all other persons involved.



          6.5 Civil Actions under ERISA Section 502(a)





A civil action under ERISA Section 502(a) may not be filed with respect to a
claim for benefits under the Plan until the claims procedures and review
procedures of this Section 6 have been satisfied. The civil action may not be
brought on or after the date that is one year after the date that the final
decision under Section 6.4 is made with respect to the claim.”



     IN WITNESS WHEREOF, this amendment has been executed by the undersigned, thereunto duly
authorized, effective as of the dates set forth therein.



	 	 	 	 	 
	 	EL PASO CORPORATION

 	 
	 	By:  	/s/ D. Mark Leland
 	 
	 	 	D. Mark Leland 	 
	 	Its:  	Chief Financial Officer
	 
		Date:  	December 17, 2008




	 	 	 	 	 
	 	ATTEST:

 	 
	 	By:  	/s/ Marguerite Woung-Chapman
 	 
	 	 	Corporate Secretary 	 
	 	 	 	 
	 




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