exv10wawi






EXHIBIT 10.A.1




AMENDMENT NO. 2 TO THE

EL PASO CORPORATION

1995 COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS




     WHEREAS, El Paso Corporation (the “Company”) maintains the El Paso Corporation 1995
Compensation Plan for Non-Employee Directors (the “Plan”), which was amended and restated effective
as of December 4, 2003; and



     WHEREAS, Section 9.7 of the Plan permits the Board of Directors or the Management Committee
(as defined in the Plan) from time to time to amend the Plan, in whole or in part; and



     WHEREAS, the Management Committee, pursuant to the direction of the Board, desires to amend
the Plan to permit the modification of prior form of payment elections in accordance with Treasury
Notice 2007-86, and to ensure compliance with Section 409A of the Internal Revenue Code of 1986, as
amended.



     NOW, THEREFORE, BE IT RESOLVED, that the Plan is hereby amended as follows:


1.   Section 5.2 is amended by the adding of the following sentence to the end of thereof:




     “Notwithstanding the above, after December 31, 2004, no Participant shall be allowed to make
any elections pursuant to this Section 5.2.”


2.   Section 6.5 is amended by adding a new paragraph to the end thereof, which shall read as
follows:





“Notwithstanding the foregoing, with respect to any payments to be made as previously
elected by the Participant in accordance with this Section 6.5, a Participant, in accordance
with Internal Revenue Service and Treasury Notice 2007-86, “Notice of Additional 2008
Transition Relief under Section 409A,” may on or before December 31, 2008, change such
previous election as to the form of payment (lump sum or periodic installments) and re-elect
the form of payment, either a lump sum or periodic installments over a period of years
(including a change in the number of years to be paid), and such re-election shall be
irrevocable.”


3.   Section 6.6 is amended by adding a new paragraph to the end thereof, which shall read as
follows:





“Notwithstanding the foregoing, with respect to any payments to be made as previously
elected by the Participant in accordance with this Section 6.6, a Participant, in accordance
with Internal Revenue Service and Treasury Notice 2007-86, “Notice of Additional 2008
Transition Relief under Section 409A,” may on or before December 31, 2008, change such
previous election as to the form of payment (lump sum or periodic installments) and re-elect
the form of payment, either a lump sum or periodic installments over a period of



 









 







years (including a change in the number of years to be paid), and such re-election shall be
irrevocable.”


4.   Section 6.7 is amended in its entirety to read as follows:




     “6.7 Acceleration of Payment of Deferred Cash and Deferred Common Stock




    (a) In the event of a Participant’s death or Permanent Disability, notwithstanding the
Participant’s elections made with respect to form of distribution under Section 6.5 and 6.6,
the balance of the Participant’s Deferred Memorandum Account shall be distributed in full as
soon as practicable (but in no event later than thirty (30) days) following the
Participant’s death or Permanent Disability.




    (b) Subject to Section 409A of the Code, in case of an unforeseeable emergency, a
Participant may request a distribution from the Participant’s Deferred Memorandum Account
earlier than the date to which it was deferred.




    For purposes of this Section 6.7(b), an “unforeseeable emergency” shall be limited to a
severe financial hardship to the Participant resulting from an illness or accident of the
Participant, the Participant’s spouse, or a dependent (as defined in Section 152(a) of the
Code) of the Participant, loss of the Participant’s property due to casualty, or other
similar extraordinary and unforeseeable circumstances arising as a result of events beyond
the control of the Participant. The circumstances that will constitute an unforeseeable
emergency will depend upon the facts of each case, but, in any case, amounts distributed
with respect to an unforeseeable emergency may not exceed amounts necessary to satisfy such
emergency, plus amounts necessary to pay taxes reasonably anticipated as a result of the
distribution, after taking into account the extent to which such hardship is or may be
relieved: (i) through reimbursement or compensation by insurance or otherwise or (ii) by
liquidation of the Participant’s assets, to the extent the liquidation of such assets would
not itself cause severe financial hardship.




    The Management Committee shall consider any requests for payment on the basis of an
unforeseeable emergency under this Section 6.7(b) on a uniform and nondiscriminatory basis
and in accordance with the standards of interpretation described in Section 457 of the Code
and the regulations thereunder.”


5.   Section 7.2 is removed from the Plan.



6.   Section 9.4 is amended in its entirety to read as follows:




     “9.4 Permanent Disability




    A Participant shall be deemed to have become “Permanently Disabled” if the Participant
(i) is unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in death or can
be expected to last for a continuous period of not less than twelve (12) months, or (ii) is,
by reason of any medically determinable physical or mental impairment which can be expected
to result in death or can be expected to last for a continuous period



 









 







of not less than twelve (12) months, receiving income replacement benefits for a period
of not less than three (3) months under an accident and health plan of the Company.”


7.   Section 9.11 is amended in its entirety to read as follows:




     “9.11 Impact of Future Legislation or Regulations




    This Plan is intended to be operated in compliance with Section 409A of the Code. The
terms of this Plan should be interpreted to comport with Section 409A and any guidance
issued by the Secretary of the Treasury or the Internal Revenue Service interpreting Section
409A. If necessary, the terms of this Plan shall be amended to comply with such future
guidance.”



     IN WITNESS WHEREOF, this Amendment has been executed by the undersigned, thereunto duly
authorized, and is made effective as of January 1, 2008.



	 	 	 	 	 
	 	EL PASO CORPORATION

 	 
	 	By:  	/s/ Susan B. Ortenstone
 	 
	 	 	Susan B. Ortenstone 	 
		Its:  	Senior Vice President, Human Resources
	 
		Date:  	December 10, 2008
	 



Attest:




	 	 	 	 	 
	 	 	 
	By:  	/s/ Marguerite Woung-Chapman
 	 	 
	 	 	Corporate Secretary 	 
	 	 	 	 



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