exv10wt






Exhibit 10.T




INDEMNIFICATION AGREEMENT




     This Indemnification Agreement (this “Agreement”) is made and delivered this     day of                    ,      , by El Paso Corporation (the “Company”), to and for the benefit of
                     (“Participant”).



RECITALS




     WHEREAS, in order to induce Participant to continue as a member of the Company’s Board of
Directors (“Board”), the Company is executing and delivering to Participant this Indemnification
Agreement.



     NOW, THEREFORE, in consideration of the foregoing, the mutual covenants contained herein, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company hereby agrees as follows:



SECTION 1. Right To Indemnification




     If Participant is made a party or is threatened to be made a party to or is involved
(including, without limitation, as a witness) in any actual or threatened action, suit or
proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”),
by reason of the fact that he is or was a Director of the Company (or of any subsidiary of the
Company) or is or was serving at the request of the Company or the Board of Directors, including
service with respect to any employee benefit plan or any subsidiary of the Company, whether the
basis of such proceeding is alleged action in an official capacity as a Director or in any other
capacity while serving as a Director, he shall be indemnified and held harmless by the Company to
the fullest extent permitted by the General Corporation Law of the State of Delaware, as the same
exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that
such amendment permits the Company to provide broader indemnification rights than said law
permitted the Company to provide prior to such amendment), or by other applicable law as then in
effect, against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA
excise taxes or penalties and amounts to be paid in settlement) actually and reasonably incurred or
suffered by him in connection therewith and such indemnification shall continue after Participant
has ceased to be a Director and shall inure to the benefit of Participant’s heirs, executors and
administrators; provided, however, that except as provided in Section 2 of this Agreement with
respect to proceedings seeking to enforce rights to indemnification or to advancement of expenses,
the Company shall be required to indemnify Participant in connection with a proceeding (or part
thereof) initiated by Participant only if such proceeding (or part thereof) was authorized by the
Board. The right to indemnification conferred in this Agreement shall include the right to be paid
by the corporation the reasonable expenses (including attorneys’ fees) incurred in defending any
such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”);
further provided, however, that, if the General Corporation Law of


the State of Delaware requires, an advancement of expenses incurred by Participant in his
capacity as a Director (and not in any other capacity in which service was or is rendered by



 









 





     Participant while a Director, including, without limitation, service to an employee benefit
plan) shall be made only upon delivery to the Company of an undertaking, if permitted by Federal
Law, by or on behalf of Participant, to repay all amounts so advanced if it shall ultimately be
determined that he is not entitled to be indemnified under this Agreement, or otherwise, and
provided further that except as provided in Section 2 of this Agreement with respect to proceedings
seeking to enforce rights to indemnification or an advancement of expenses, the Company shall be
required to advance expenses to Participant in connection with a proceeding initiated by him only
if such proceeding was authorized by the Board.



SECTION 2. Right To Bring Suit




     If a claim under Section 1 of this Agreement is not paid in full by the Company within sixty
(60) days after a written claim has been received by the Company, except in the case of a claim for
an advancement of expenses, in which case the applicable period shall be twenty (20) days,
Participant may at any time thereafter bring suit against the Company to recover the unpaid amount
of the claim and, to the extent successful in whole or in material part, Participant shall be
entitled to be paid the expense of prosecuting such suit. Participant shall be presumed to be
entitled to indemnification under this Agreement upon submission of a written claim (and, in an
action brought to enforce a claim for an advancement of expenses, where the required undertaking,
if any is required, has been tendered to the Company), and thereafter the Company shall have the
burden of proof to overcome the presumption that Participant is not so entitled. Neither the
failure of the Company (including its Board, independent legal counsel, or its stockholders), to
have made a determination prior to the commencement of such suit that indemnification of
Participant is proper in the circumstances, nor an actual determination by the Company (including
its Board, independent legal counsel or its stockholders) that Participant is not entitled to
indemnification, shall be a defense to the suit or create a presumption that Participant is not so
entitled.



SECTION 3. Nonexclusivity of Rights




     The rights to indemnification and to the advancement of expenses conferred in this Agreement
are in addition to and shall not be exclusive of any other right Participant may have or hereafter
acquire under any statute, provision of the Restated Certificate of Incorporation of the Company or
its By-laws, or under any other plan, program, arrangement, agreement, vote of stockholders or
disinterested Directors or otherwise.



SECTION 4. Insurance, Contracts and Funding




     The Company may maintain insurance, at its expense, to protect itself and Participant against
any expense, liability or loss, whether or not the Company would have the power to indemnify
Participant against such expense, liability or loss under the General Corporation Law of the State
of Delaware. The Company may enter into contracts with Participant in furtherance of the
provisions of this Agreement and may create a trust fund, grant a security interest or use other
means (including, without limitation, a letter of credit) to ensure the payment of such amounts as
may be necessary to effect indemnification as provided in this Agreement. To the extent the
Company maintains an insurance policy or policies providing directors’ and officers’



 









 





liability insurance, Participant shall be covered by such policy or policies, in accordance
with its or their terms, to the maximum extent of the coverage available for any Company director
or officer.



SECTION 5. Change of Control




     (a) A “Change in Control” of the Company shall be deemed to have occurred if (i) any “person”
(as such term is used in Section 12(d) and 14(d) of the Securities Exchange Act of 1934, as
amended), other than a trustee or other fiduciary holding securities under an employee benefit plan
of the Company or a corporation owned directly or indirectly by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the Company, is or becomes the
“beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities
of the Company representing 20% or more of the total voting power represented by the Company’s then
outstanding voting securities, or (ii) during any period of two consecutive years, individuals who
at the beginning of such period constitute the Board of Directors of the Company and any new
director whose election by the Board of Directors or nomination for election by the Company’s
stockholders was approved by a vote of at least a majority of the directors then still in office
who either were directors at the beginning of the period or whose election or nomination for
election was previously so approved, cease for any reason to constitute a majority thereof, or
(iii) the stockholders of the Company approve a merger or consolidation of the Company with any
other corporation, other than a merger or consolidation which would result in the voting securities
of the Company outstanding immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving entity) at least 80% of
the total voting power represented by the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation, or the stockholders of the Company
approve a plan of complete liquidation of the Company or an agreement for the sale or disposition
by the Company of all or substantially all the Company’s assets.



     (b) Change in Control of the Company. The Company agrees that if there is a Change in
Control of the Company, then with respect to all matters thereafter arising concerning the rights
of Participant to indemnity payments and expense advances under this Agreement, any other
agreements, the Restated Certificate of Incorporation or the By-laws now or hereafter in effect
relating to a proceeding, the Company shall seek legal advice only from special independent counsel
selected by Participant and approved by the Company (which approval shall not be unreasonably
withheld), and who has not otherwise performed services for the Company (other than in connection
with such matters) or Participant. In the event that Participant and the Company are unable to
agree on the selection of the special independent counsel, such special independent counsel shall
be selected by lot from among at least five law firms in New York City, New York or Houston, Texas
selected by Participant, each having no less than 50 partners. Such selection shall be made in the
presence of Participant (and his legal counsel or either of them, as Participant may elect). Such
special independent counsel, among other things, shall determine whether and to what extent the
Participant would be permitted to be indemnified under applicable law and shall render its written
opinion to the Company and Participant to such effect.



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     The Company agrees to pay the reasonable fees of the special independent counsel referred to
above and to fully indemnify such counsel against any and all expenses (including attorneys’ fees),
claims, liabilities and damages arising out of or relating to this Agreement or its engagement
pursuant hereto.



SECTION 6. No Modification




     No supplement, modification or amendment of this Agreement shall be binding unless executed in
writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall
be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor
shall such waiver constitute a continuing waiver. Any waiver to this agreement shall be in
writing.



SECTION 7. Subrogation




     In the event of payment under this Agreement, the Company shall be subrogated to the extent of
such payment to all of the rights of recovery of Participant, who shall execute all papers required
and shall do everything that may be necessary to secure such rights, including the execution of
such documents necessary to enable the Company effectively to bring suit to enforce such rights.



SECTION 8. No Duplication of Payments




     The Company shall not be liable under this Agreement to make any payment in connection with
any proceeding against Participant to the extent Participant has otherwise actually received
payment (under any insurance policy or otherwise) of the amounts otherwise indemnifiable hereunder.



SECTION 9. Notification and Defense of Proceedings




     Participant agrees that he will use all reasonable efforts to notify the Company promptly
after receipt by Participant of notice of the commencement of any proceeding if he anticipates that
a request for indemnification in respect thereof is to be made against the Company under this
Agreement; but failure to so notify the Company will not relieve the Company from any
indemnification or other obligation or liability which it may have to Participant. With respect to
any such proceeding as to which Participant notifies the Company of the commencement thereof:



     (a) the Company will be entitled to participate therein at its own expense; and



     (b) except as otherwise provided below, to the extent that it may wish, the Company jointly
with any other indemnifying party similarly notified will be entitled to assume the defense
thereof, with counsel satisfactory to Participant. After notice from the Company to Participant of
its election to assume the defense thereof, the Company will not be liable to Participant under
this Agreement for any legal or other expenses subsequently incurred by Participant in connection
with the defense thereof other than reasonable costs of investigation or as otherwise provided
below. Participant shall have the right to employ its counsel in such proceeding, but the fees and
expenses of such counsel incurred after notice from the Company of its assumption



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of the defense thereof shall be at the expense of Participant unless (i) the employment of counsel
by Participant has been authorized by the Company, (ii) Participant shall have reasonably concluded
that there may be a conflict of interest between the Company and Participant in the conduct of the
defense of such proceeding or (iii) the Company shall not in fact have employed counsel to assume
the defense of such proceeding, in each of which cases the fees and expenses of counsel shall be at
the expense of the Company. The Company shall not be entitled to assume the defense of any
proceeding brought by or on behalf of the Company or as to which Participant shall have made the
conclusion provided for in clause (ii) of this subsection 9(b).




     (c) The Company shall not be liable to indemnify Participant under this Agreement for any
amounts paid in settlement of any proceeding effected by Participant without the Company’s prior
written consent. The Company shall not settle any proceeding in any manner which would impose any
penalty or limitation on Participant without Participant’s prior written consent. Neither the
Company nor Participant will unreasonably withhold their consent to any proposed settlement.



SECTION 10. No Presumptions




     For purposes of this Agreement, the termination of any proceeding against Participant by
judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea
of nolo contendere, or its equivalent, shall not create a presumption that Participant did not meet
any particular standard of conduct or have any particular belief or that a court has determined
that indemnification is not permitted by applicable law. In addition, neither the failure of the
Company to have made a determination as to whether Participant has met any particular standard of
conduct or had any particular belief, nor an actual determination by the Company that Participant
has not met such standard of conduct or did not have such belief, prior to the commencement of
legal proceedings by Participant to secure a judicial determination that Participant should be
indemnified under applicable law shall be a defense to Participant’s claim for indemnification or
create a presumption that Participant has not met any particular standard of conduct or did not
have any particular belief.



SECTION 11. Acknowledgment of Reliance




     The Company acknowledges that Participant is relying on this Agreement and the promises and
agreements of the Company herein in continuing his service as a Director and in agreeing to
undertake and in undertaking his responsibilities, duties and services to and for the Company in
connection therewith.



SECTION 12. Miscellaneous




     This Agreement shall be governed by and construed in accordance with the laws of the State of
Delaware. Each provision hereof is intended to be severable and the invalidity or illegality of
any portion of this Agreement shall not affect the validity or legality of the remainder.



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     Executed as an instrument under seal as of the day and year first above written.



	 	 	 	 	 	 	 
	 	 	EL PASO CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:
	 	David E. Zerhusen	 	 
	 

	 	Title:
	 	Executive Vice President	 	 
	 	 	Hereunto duly authorized	 	 
	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:
	 	Ronald L. Kuehn, Jr.	 	 
	 

	 	Title:
	 	Lead Director	 	 
	 

	 	 	 	Board of Directors	 	 
	 	 	Hereunto duly authorized	 	 






EXECCOMP/INDEMNIFICATION AGREEMENTS



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