exv10wsw1



 




Exhibit 10.S.1




SUPPLEMENT NO. 2 TO THE




EL PASO CORPORATION SEVERANCE PAY PLAN




(AS AMENDED AND RESTATED EFFECTIVE AS OF OCTOBER 1,
2002)




April 1, 2005



     
1. Applicability. This Supplement No. 2
(“Supplement No. 2”) to the El Paso
Corporation Severance Pay Plan (as amended and restated
effective as of October 1, 2002), as amended (the
“Plan”) applies to each Eligible Employee who is
involuntarily terminated on or after April 1, 2005 in
connection with the consummation of a transaction listed on the
attached Exhibit A. The Plan Administrator of the Plan has
full authority to determine whether this Supplement No. 2
applies to an Eligible Employee under the Plan, which
determination shall be final and binding.



     
2. Amount of Severance Pay. In the event of a
Qualifying Termination of an Eligible Employee to whom this
Supplement No. 2 applies, the amount of Severance Pay to
which the Eligible Employee shall be entitled under the Plan,
upon satisfaction of the conditions to payment of Severance Pay
set forth in the Plan, shall be an amount equal to the sum of
(i) the Eligible Employee’s Monthly Base Pay times a
fraction, the numerator of which is the Eligible Employee’s
Annual Base Pay and the denominator of which is $10,000, and
(ii) one-half
(1/2)
of the Eligible Employee’s Monthly Base Pay times the
Eligible Employee’s Years of Service. The maximum amount of
Severance Pay to which an Eligible Employee shall be entitled
hereunder shall be equal to the Eligible Employee’s Annual
Base Pay, and the minimum amount of Severance Pay to which an
Eligible Employee shall be entitled hereunder shall be equal to
three (3) times the Eligible Employee’s Monthly Base
Pay. For avoidance of doubt, an Eligible Employee to whom this
Supplement No. 2 applies shall not be entitled to receive
the amount of Severance Pay determined pursuant to the formula
provided in Section 4.1(a) of the Plan.



     
3. Continued Health Benefits. Subject to the terms
and conditions set forth in Section II of Exhibit B of
the Plan, an Eligible Employee to whom this Supplement
No. 2 applies who becomes entitled to Severance Pay by
reason of a Qualifying Termination shall be entitled to receive
continued medical and dental coverage under the plan in which
the Eligible Employee participated immediately prior to his or
her Termination Date for six (6) months following the month
in which the Termination Date occurs. For avoidance of doubt, an
Eligible Employee to whom this Supplement No. 2 applies
shall not be entitled to receive the three (3) months of
coverage provided under Section I of Exhibit B of the
Plan.



     
4. Authority. This Supplement No. 2 is adopted
by the Company pursuant to its authority under
Section 6.2(a) of the Plan to adopt one or more written
supplements to the Plan at any time, and from time to time,
without the consent of or notice to any person.



     
5. No Rights Under Other Plans. Nothing in this
Supplement No. 2 shall be construed to create any
entitlement or eligibility to receive severance pay or benefits
under any other severance plan, practice or policy of the
Company, including, without limitation, the El Paso
Corporation Amended and Restated 2000 Transition Severance Pay
Plan (as amended and restated effective as of October 1,
2002), as amended, which terminated in accordance with its terms
at 11:59 p.m. on December 31, 2004.



     
6. Termination of Supplement. This Supplement
No. 2 may be terminated, amended or modified by the Company
at any time and from time to time, without the consent of or
notice to any person; provided, however, that no such
amendment or termination may reduce the Severance Pay which may
be payable to any Eligible Employee hereunder whose Termination
Date is on or prior to the effective date of such termination,
amendment or modification.



     
7. Effect on Plan Provisions. Except to the extent
modified as set forth herein, the Plan shall remain in full
force and effect with respect to the Eligible Employees to whom
this Supplement No. 2 applies. Without limiting the
generality of the foregoing, the terms and conditions set forth
in the Plan with respect to eligibility



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for Severance Pay, a Differential Payment, outplacement benefits
and continued health benefits shall continue in full force in
effect with respect to such Eligible Employees.



     
8. Defined Terms. Capitalized terms used but not
defined herein shall have the meanings set forth in the Plan.




[signature page follows]



2







 



     
IN WITNESS WHEREOF, the Company has caused this Supplement
No. 2 to be executed effective as of the day and year first
written above.






		
	 	
    EL PASO CORPORATION
	 
	 	
    By: /s/ Susan B. Ortenstone
	 	
     









		
	 	
    Name: Susan B. Ortenstone



			
	 	Title:	
    Sr. Vice President




ATTEST:




By: /s/ Linda F. Camarillo




 





Name: Linda F. Camarillo



		
	Title:	
    Director



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Exhibit A




Asset Dispositions



     
Midstream






		
	 	
    Oyster Creek Facility
	 	
    Indian Springs
	 	
    Needle Mountain
	 	
    South Louisiana Gas Plants
	 	
    Javelina Gas Plant