exv10whhw1



 




Exhibit 10.HH.1




AMENDMENT NO. 1 TO THE




EL PASO CORPORATION




2005 OMNIBUS INCENTIVE COMPENSATION PLAN



     
WHEREAS, El Paso Corporation (the “Company”)
maintains the El Paso Corporation 2005 Omnibus Incentive
Compensation Plan (the “Plan”);



     
WHEREAS, pursuant to Section 19.1 of the Plan, the Board of
Directors or the “Plan Administrator” (as defined in
the Plan) may from time to time make such amendments to the Plan
as either of them may deem proper and in the best interests of
the Company;



     
WHEREAS, by Resolution of the Company’s Board of Directors
dated December 2, 2005, the Board of Directors delegated to
the undersigned officer the right to take any action with
respect to employee benefit plans of the Company that are
subject to Section 409A of the Internal Revenue Code of
1986, as amended, to cause such plans either not to be subject
to, or to comply with, the provisions of Section 409A;



     
WHEREAS, it is intended hereby to amend the Plan in accordance
with such Resolution;



     
NOW, THEREFORE, in accordance with the Resolution of the Board
of Directors dated December 2, 2005, the Plan is hereby
amended as follows:



     
1. Section 11.4 is hereby amended by deleting the last
sentence of the first paragraph thereof and replacing such
sentence with the following:






		
	 	     
    “In the absence of an election by the Participant pursuant
    to Section 11.5, the Incentive Award shall be paid not
    later than December 31 of the calendar year in which the
    foregoing determinations have been made as follows.”



     
2. Section 18 of the Plan is hereby amended as follows:






		
	 	     
    (a) The heading of Section 18 of the Plan is hereby
    deleted and replaced with the following:






		
	 	     
    “SECTION 18 COMPLIANCE WITH
    RULE 16b-3,
    SECTION 162(m) AND SECTION 409A”






		
	 	     
    (b) The paragraph that currently constitutes
    Section 18 is hereby designated as Section 18.1, and
    the following heading is hereby inserted before such
    Section 18.1:






		
	 	     
    “18.1
    Rule 16b-3 of the
    Exchange Act and Section 162(m) of the Code”






		
	 	     
    (c) The following new Section 18.2 is hereby added to
    the Plan:






		
	 	     
    “18.2 Section 409A of the Code






		
	 	     
    The Plan is intended to be administered, operated and construed
    in compliance with Section 409A of the Code and any
    guidance issued thereunder. Notwithstanding this or any other
    provision of the Plan to the contrary, the Board of Directors
    and the Plan Administrator may amend the Plan in any manner, or
    take any other action, that either of them determines, in its
    sole discretion, is necessary, appropriate or advisable to cause
    the Plan to comply with Section 409A and any guidance
    issued thereunder. Any such action, once taken, shall be deemed
    to be effective from the earliest date necessary to avoid a
    violation of Section 409A and shall be final, binding and
    conclusive on all Participants and other individuals having or
    claiming any right or interest under the Plan.”








 



     
IN WITNESS WHEREOF, this amendment has been executed by the
undersigned, thereunto duly authorized, effective as of
December 2, 2005.






		
	 	
    EL PASO CORPORATION






			
	 	By: 	
    /s/ Susan B. Ortenstone



		
	 	
     

	 	
    Susan B. Ortenstone
	 	
    Its Senior Vice President, Human Resources




ATTEST:






		
	By: 	
    /s/ David L. Siddall




 





David L. Siddall




Corporate Secretary