exv10wkk



 




Exhibit 10.KK




EL PASO CORPORATION




2005 SUPPLEMENTAL BENEFITS PLAN




Effective as of January 1, 2005











 




TABLE OF CONTENTS




	 	 	 	 	 	 	 
	
    
     Section 1

    	 	
     PURPOSES	 	 	1	 
	 
	
    
     Section 2

    	 	
     DEFINITIONS	 	 	1	 
	
    
     2.1

    	 	
     Beneficiary	 	 	1	 
	
    
    
 2.2

    	 	
     Board	 	 	1	 
	
    
    
 2.3

    	 	
     Change in Control	 	 	1	 
	
    
    
 2.4

    	 	
     Code	 	 	1	 
	
    
    
 2.5

    	 	
     Company	 	 	1	 
	
    
    
 2.6

    	 	
     Employer	 	 	1	 
	
    
    
 2.7

    	 	
     Frozen Plan	 	 	2	 
	
    
    
 2.8

    	 	
     Management Committee	 	 	2	 
	
    
    
 2.9

    	 	
     Participant	 	 	2	 
	
    
    
 2.10

    	 	
     Pension Plan	 	 	2	 
	
    
    
 2.11

    	 	
     RSP	 	 	2	 
	
    
    
 2.12

    	 	
     Specified Employee	 	 	2	 
	
    
    
 2.13

    	 	
     Surviving Spouse	 	 	2	 
	 
	
    
     Section 3

    	 	
     ADMINISTRATION	 	 	2	 
	
    
    
 3.1

    	 	
     Management Committee	 	 	2	 
	 
	
    
     Section 4

    	 	
     PARTICIPANTS	 	 	3	 
	
    
    
 4.1

    	 	
     Participants	 	 	3	 
	 
	
    
     Section 5

    	 	
     BENEFITS	 	 	3	 
	
    
    
 5.1

    	 	
     Supplemental Pension Benefits	 	 	3	 
	
    
    

    
 5.2

    	 	
     Supplemental RSP Benefits	 	 	3	 
	
    
    
 5.3

    	 	
     Other Supplemental Benefits	 	 	4	 
	
    
    
 5.4

    	 	
     Time and Manner of Payment	 	 	4	 
	
    
    
 5.5

    	 	
     Determination of Supplemental Pension
    Benefit Payments	 	 	5	 
	 
	
    
     Section 6

    	 	
     GENERAL PROVISIONS	 	 	5	 
	
    
    
 6.1

    	 	
     Unfunded Obligation	 	 	5	 
	
    
    
 6.2

    	 	
     Discretionary Investment by Company	 	 	5	 
	
    
    
 6.3

    	 	
     Incapacity of Participant, Surviving Spouse
    or Beneficiary	 	 	5	 
	
    
    
 6.4

    	 	
     Nonassignment	 	 	6	 
	
    
    
 6.5

    	 	
     No Right to Continued Employment	 	 	6	 
	
    
    
 6.6

    	 	
     Withholding Taxes	 	 	6	 
	
    
    
 6.7

    	 	
     Termination and Amendment	 	 	6	 
	
    
    
 6.8

    	 	
     ERISA Exemption	 	 	6	 
	
    
    
 6.9

    	 	
     Applicable Law	 	 	7	 




i






 




EL PASO CORPORATION




2005 SUPPLEMENTAL BENEFITS PLAN











SECTION 1




PURPOSES



     
The purposes of the 2005 El Paso Corporation Supplemental
Benefits Plan (the “Plan”) are to attract and retain
exceptional executives by providing retirement or termination
benefits to selected officers and key management employees of
outstanding competence. This Plan is effective as of
January 1, 2005. In addition to this Plan, the Company
maintains the Supplemental Benefits Plan as Amended and Restated
most recently effective as of December 7, 2001, as amended
(the “Frozen Plan”). The Frozen Plan has been amended
in connection with the enactment of Section 409A of the
Code to provide that participants therein will generally cease
to accrue benefits thereunder effective as of December 31,
2004. The purpose of that amendment was to cause the Frozen Plan
to not be subject to Section 409A by reason of certain
grandfathering provisions of Section 409A and regulations
issued thereunder.











SECTION 2




DEFINITIONS



     
For purposes of this Plan, the following terms shall have the
meanings indicated:













		
	2.1 	
    Beneficiary



     
“Beneficiary” means the individual(s) designated by a
Participant to receive benefits from this Plan in the event of
his or her death. If no designated Beneficiary survives the
Participant, the Beneficiary shall be the person or persons in
the first of the following classes who survive the Participant:






		
	 	     
    (a) spouse at date of death,
	 
	 	     
    (b) descendants, per stirpes,
	 
	 	     
    (c) parents,
	 
	 	     
    (d) brothers and sisters,
	 
	 	     
    (e) estate.













		
	2.2 	
    Board



     
“Board” means the Board of Directors of the Company.













		
	2.3 	
    Change in Control



     
“Change in Control” shall have the same meaning as
under the El Paso Corporation 2005 Omnibus Incentive
Compensation Plan (or successor plans).













		
	2.4 	
    Code



     
“Code” means the Internal Revenue Code of 1986, as
amended.













		
	2.5 	
    Company



     
“Company” means El Paso Corporation, a Delaware
corporation.













		
	2.6 	
    Employer



     
“Employer” means, as applicable to each Participant,
El Paso Corporation or the subsidiary or affiliate that
employs the Participant.



1







 













		
	2.7 	
    Frozen Plan



     
“Frozen Plan” means the El Paso Corporation
Supplemental Benefits Plan, as Amended and Restated most
recently effective as of December 7, 2001, as amended most
recently effective as of December 31, 2004 to cease all
accruals thereunder, other than interest credits and other
earnings accrued following December 31, 2004 in respect of
amounts accrued thereunder on or prior to December 31, 2004.













		
	2.8 	
    Management Committee



     
“Management Committee” means the committee appointed
pursuant to Section 3.1 to administer the Plan.













		
	2.9 	
    Participant



     
“Participant” means each individual who participates
in the Plan in accordance with Section 4.













		
	2.10 	
    Pension Plan



     
“Pension Plan” means the El Paso Corporation
Pension Plan and any pension plans maintained by an Employer.













		
	2.11 	
    RSP



     
“RSP” means the El Paso Corporation Retirement
Savings Plan.













		
	2.12 	
    Specified Employee



     
“Specified Employee” means any Participant who meets
the definition of a “key employee” of El Paso
Corporation, as defined in section 416(i) of the Code
without regard to section 416(i)(5), at any time during the
12-month period ending
on an identification date determined by the Management Committee
in accordance with Section 409A of the Code and any
regulations issued thereunder. If a Participant is a Specified
Employee as of any such identification date, the Participant
shall be deemed a Specified Employee for the
12-month period
beginning on the first day of the fourth month following such
identification date.













		
	2.13 	
    Surviving Spouse



     
“Surviving Spouse” means the person to whom surviving
spouse death benefits are to be paid pursuant to the terms of
the Pension Plan.











SECTION 3




ADMINISTRATION













		
	3.1 	
    Management Committee



     
This Plan shall be administered by the Management Committee
consisting of the Chief Executive Officer of the Company and
such other senior officers of the Company as he or she shall
designate. Subject to the compensation committee (the
“Compensation Committee”) of the Board of Directors,
the Management Committee shall interpret the Plan, prescribe,
amend and rescind rules relating to it, select eligible
Participants, and take all other action necessary for its
administration, which actions shall be final and binding upon
all Participants. No member of the Management Committee shall
vote on any matter that pertains solely to himself or herself.



2







 











SECTION 4




PARTICIPANTS













		
	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, or entitled to qualified plan benefits in
excess of the Code Section 415 limitations on benefits. A
Participant who is not a selected management or highly
compensated employee shall be eligible only for the benefits
described in Sections 5.1(a) and 5.2(a).











SECTION 5




BENEFITS













		
	5.1 	
    Supplemental Pension Benefits



     
Upon termination of employment of a Participant, the Company
shall pay or cause to be paid to such Participant (or his or her
Surviving Spouse in the case of his or her death) supplemental
pension benefits under this Plan which, when combined with the
supplemental pension benefits he or she is entitled to receive
under the Frozen Plan and the amounts he or she is entitled to
receive under the Pension Plan, shall be the actuarial
equivalent of the retirement benefits, or Surviving Spouse death
benefits, which would have been payable to the Participant or
his or her Surviving Spouse had the Pension Plan’s benefit
formula been applied:






		
	 	     
    (a) without regard to the limitations of Section 415
    of the Code (including, without limitation, the maximum benefit
    payable under Section 415(b)(1), the actuarial reduction
    for early retirement of Section 415(b)(2)(C), the reduction
    for limited service or participation of Section 415(b)(5)
    and the combined limits of Section 415(e)),
	 
	 	     
    (b) by including in the Participant’s compensation
    during the period for which the Pension Plan benefits are
    computed, to the extent not already done so under the Pension
    Plan, any amount that has not been taken into account due to the
    limitations of Section 401(a)(17) of the Code or due to a
    reduction of compensation that has occurred pursuant to an
    election of the Participant under Section 125 or
    Section 401(k) of the Code, and
	 
	 	     
    (c) by taking into account any service granted to the
    Participant and any benefit formula adjustments required by an
    employment contract;






		
	 	
    provided, that an amendment of the Pension Plan or the Frozen
    Plan shall not result in an increase or decrease of the
    supplemental pension benefits payable hereunder unless the
    Management Committee determines that such increase or decrease
    does not violate Section 409A of the Code.



     
Supplemental pension benefits under this Section 5 shall be
vested and nonforfeitable to the same extent that the related
benefits under the Pension Plan are vested and nonforfeitable.
Notwithstanding the preceding sentence, in the event of a Change
in Control, the supplemental pension benefits computed under
this Section 5.1 shall be fully vested and nonforfeitable
immediately.













		
	5.2 	
    Supplemental RSP Benefits



     
Upon termination of employment of a Participant, the Company
shall pay or cause to be paid to such Participant (or his or her
Beneficiary in the case of his or her death) supplemental RSP
benefits calculated as described below. The Company shall
periodically determine the amount of any additional Employer
matching contributions that would have been credited to a
Participant’s account under the RSP on and after
January 1,



3







 




2005 if his or her current election of Participant contributions
had been given effect and no adjustment of such contributions
had occurred due to:






		
	 	     
    (a) the maximum dollar limit under Code
    Section 415(c)(1)(A) on RSP annual additions,
	 
	 	     
    (b) the maximum limit under Code Section 401(a)(17) on
    the compensation taken into account under the RSP, and
	 
	 	     
    (c) any further reductions in the compensation taken into
    account under the RSP as a result of any deferrals of
    compensation elected by the Participant pursuant to
    Section 125 or Section 401(k) of the Code.



     
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 as of the time or times that such amounts would have
been contributed to the RSP if permitted thereunder. In
addition, earnings and losses shall be credited to the balance
of each Participant’s Memorandum Account on a periodic
basis as determined by the Management Committee. Notwithstanding
any crediting provision of this Plan to the contrary, the
crediting of amounts under this Plan by reason of a
Participant’s actions or inactions under the RSP in any
calendar year shall be made in a manner consistent with
Section 409A of the Code, and any credits inadvertently
made in violation of Section 409A of the Code shall be of
no force or effect.



     
Supplemental RSP benefits under this Section 5.2 shall be
vested and nonforfeitable to the same extent that the related
benefits under the RSP are vested and nonforfeitable.













		
	5.3 	
    Other Supplemental Benefits



     
Upon the termination of employment of a Participant, the Company
shall pay or cause to be paid to such Participant (or his or her
Beneficiary in the case of his or her death) other supplemental
benefits as determined by the Board and contained in any other
plan or program maintained by the Company or in the
Participant’s employment contract or other agreement with
the Company. Other supplemental benefits under this
Section 5.3 shall be vested and nonforfeitable to the
extent provided in the applicable plan or program maintained by
the Company or the Participant’s employment contract or
other agreement with the Company.













		
	5.4 	
    Time and Manner of Payment



     
The payment of any benefits shall be made as provided below.
Such payment or payments shall constitute a complete discharge
of all obligations to the Participant and his or her Surviving
Spouse or Beneficiary under the Plan.



     
(a) Supplemental Pension Benefit Payments. Subject to
Section 5.4(d), the payment of any supplemental pension
benefits pursuant to Section 5.1 owed to a Participant (or
his or her Surviving Spouse) shall be made in lump sum as soon
as practicable after the Participant’s termination of
employment with the Employer. The amount of the payment under
this subparagraph 5.4(a) shall be determined pursuant to
Section 5.5; provided, however, no such payment shall be
required to be made to the Participant if the amount of the
payment the Participant is entitled to receive for supplement
pension benefits under this Plan is less than $100.



     
(b) Supplemental RSP Benefit Payments. Subject to
Section 5.4(d), the payment of any supplemental RSP
benefits pursuant to Section 5.2 owed to a Participant (or
his or her Beneficiary) shall be made in a lump sum as soon as
practicable after the Participant’s termination of
employment with the Employer and shall be in an amount equal to
the Participant’s ledger account balance at the time of
such payment; provided, however, no such payment shall be
required to be made to the Participant if the amount of the
payment the Participant is entitled to receive for supplemental
RSP benefits under this Plan is less than $100.



     
(c) Other Supplemental Benefit Payments. Subject to
Section 5.4(d), the payment of any other supplemental
benefits pursuant to another plan or program maintained by the
Company or a Participant’s employment contract or other
agreement with the Company under Section 5.3 shall be made
as provided in such other applicable plan, program, employment
contract or agreement.



4







 



     
(d) Required Delay in Payment of Benefits. Notwithstanding
Sections 5.4(a), 5.4(b) and 5.4(c), the payment of any
benefit owed to any Participant pursuant to the Plan who is a
Specified Employee shall be delayed until the six-month
anniversary of the Participant’s termination of employment
with the Employer and shall be paid in a lump sum as soon as
practicable after such anniversary; provided, however, that this
Section 5.4(d) shall not apply if (i) the
Participant’s termination occurs by reason of his or her
death or (ii) Section 409A of the Code and regulations
issued thereunder permit payment to be made without such delay.













		
	5.5 	
    Determination of Supplemental Pension Benefit Payments



     
The amount of a payment of supplemental pension benefits
pursuant to Section 5.1 to a Participant (or his or her
Surviving Spouse in the event of the Participant’s
termination of employment on account of death) shall be
determined by calculating the benefit according to the terms of
the Pension Plan as a single life annuity.











SECTION 6




GENERAL PROVISIONS













		
	6.1 	
    Unfunded Obligation



     
The supplemental benefits to be paid to Participants and/or
their Surviving Spouses and Beneficiaries pursuant to this Plan
are unfunded obligations of the Company, and shall, until actual
payment, continue to be part of the general funds of the
Company. The Company is not required to segregate any monies
from its general funds, or to create any trusts, or to make any
special deposits with respect to these obligations. Beneficial
ownership of any investments, including trust investments, which
the Company may make to fulfill these obligations shall at all
times remain in the Company. Any investments and the creation or
maintenance of any trust or memorandum accounts shall not create
or constitute a trust or a fiduciary relationship between the
Management Committee or the Employer and a Participant, or
otherwise create any vested or beneficial interest in any
Participant or his or her Surviving Spouse or Beneficiary or his
or her creditors in any assets of the Employer whatsoever. The
Participants and their Surviving Spouses and Beneficiaries shall
have no claim against the Employer for any changes in the value
of any assets which may be invested or reinvested by the Company
with respect to this Plan.













		
	6.2 	
    Discretionary Investment by Company



     
The Management Committee, after consulting with the actuary
employed by the Company in conjunction with the Pension Plan,
may from time to time direct the investment by the Company of an
amount sufficient to meet all or such portion of the
supplemental benefits to be paid under this Plan as the
Management Committee, in its sole discretion, shall determine.
The Management Committee may in its sole discretion determine
that all or some portion of the amount to be invested shall be
paid into one or more grantor trusts to be established by the
Employer of which it shall be the Beneficiary, and to the assets
of which it shall become entitled as and to the extent that
Participants (or their Surviving Spouses or Beneficiaries in the
case of their deaths) receive benefits under this Plan. The
Management Committee may designate an investment advisor to
direct investments and reinvestments of the funds, including
investments of any grantor trusts hereunder.













		
	6.3 	
    Incapacity of Participant, Surviving Spouse or Beneficiary



     
If the Management Committee finds that any Participant,
Surviving Spouse or Beneficiary to whom a payment is payable
under the Plan is unable to care for his or her affairs because
of illness or accident or is under a legal disability, any
payments due (unless a prior claim therefor shall have been made
by a duly appointed legal representative) at the discretion of
the Management Committee may be paid to the spouse, child,
parent or brother or sister of such Participant, Surviving
Spouse or Beneficiary, or to any person whom the Management
Committee has determined has incurred expense for such
Participant, Surviving Spouse or



5







 




Beneficiary. Any such payment shall be a complete discharge of
the obligations of the Company under the provisions of the Plan.













		
	6.4	
    Nonassignment



     
The right of a Participant or his or her Surviving Spouse or
Beneficiary to the payment of any amounts under the Plan may not
be assigned, transferred, pledged or encumbered nor shall such
right or other interests be subject to attachment, garnishment,
execution or other legal process, except that any right of a
Participant or Beneficiary to the payment of any amounts under
the Plan may be waived, released or otherwise relinquished by a
Participant to enable such Participant to receive similar
benefits under another plan or program maintained by the Company.













		
	6.5	
    No Right to Continued Employment



     
Nothing in the Plan shall be construed to confer upon any
Participant any right to continued employment with the Company
or a subsidiary or affiliate or interfere in any way with the
right of the Company or a subsidiary or affiliate to terminate
the employment of such Participant at any time without assigning
any reason therefor.













		
	6.6	
    Withholding Taxes



     
Provision shall be made for the withholding of taxes under the
Federal Insurance Contributions Act as required by regulations
and appropriate income taxes shall be withheld from payments
made to Participants pursuant to this Plan.













		
	6.7	
    Termination and Amendment



     
(a) The Board or the Compensation Committee may from time
to time amend, suspend, or terminate the Plan, in whole or in
part, and if the Plan is suspended or terminated, the Board or
the Compensation Committee may reinstate any or all of its
provisions. The Management Committee may amend the Plan provided
that it may not suspend or terminate the Plan, substantially
increase the administrative cost of the Plan or increase the
obligations of the Company, or expand the classification of
employees who are eligible to participate in the Plan. Subject
to Section 6.7(c), no amendment, suspension or termination
may impair the right of a Participant or his or her Surviving
Spouse or Beneficiary to receive the supplemental benefits
accrued prior to the effective date of such amendment,
suspension or termination.



     
(b) If the Plan is terminated, Participants, Surviving
Spouses and Beneficiaries who have accrued benefits under the
Plan as of the date of termination will receive payment of such
benefits at the times specified in the Plan. Notwithstanding
this or any other provision of the Plan to the contrary, this
Plan may not be terminated so long as the Pension Plan and/or
RSP remain in effect.



     
(c) 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, the
Compensation Committee and the Management Committee may amend
the Plan in any manner, or take any other action, that any 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, including,
without limitation, amendments or other actions that reduce the
accruals of Participants under the Plan or otherwise impair the
rights of Participants hereunder. 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.











6.8     ERISA Exemption



     
The portion of this Plan providing benefits in excess of the
limitations of Section 415 of the Code is intended to
qualify for exemption from the Employee Retirement Income
Security Act of 1974 (“ERISA”) as an unfunded excess
benefit plan under Sections 3(36) and 4(b)(5) of ERISA. The
portion of this Plan



6







 




providing benefits in excess of the limitation of
Section 401(a)(17) of the Code and other supplemental
benefits is intended to qualify for exemption from
Parts II, III and IV of ERISA as a plan maintained
primarily for the purpose of providing deferred compensation for
a select group of management or highly compensated employees
under Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.











6.9     Applicable Law



     
The Plan shall be construed and governed in accordance with the
laws of the State Texas.



     
IN WITNESS WHEREOF, the Company has adopted the Plan effective
as of January 1, 2005.






		
	 	
    EL PASO CORPORATION






			
	 	By: 	
    /s/ Susan B. Ortenstone



		
	 	
     

	 	
    Susan B. Ortenstone
	 	
    Senior Vice President
	 	
    Human Resources




ATTEST:






		
	By: 	
    /s/ David L. Siddall




 





David L. Siddall



		
	Title:	
    Corporate Secretary



7