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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549



Form 10-K/A

(Amendment No. 1)

(Mark One)ý

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2011ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
from                                  to      
                            .


Commission File Number 1-14365

El Paso Corporation(Exact Name of Registrant as Specified in Its Charter)

Delaware(State or Other Jurisdiction of
Incorporation or Organization)

45-3953911(I.R.S. Employer
Identification No.)El Paso Building
1001 Louisiana Street
Houston, Texas(Address of Principal Executive Offices)

77002(Zip Code)


Telephone Number: (713) 420-2600
Internet Website: www.elpaso.com
Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Name of Each Exchange
on which RegisteredCommon Stock, par value $3 per share

New York Stock Exchange


Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes o    No ý.

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes o    No ý.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ý    No o.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and
post such files). Yes ý    No o.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. ý

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ý

Accelerated filer o

Non-accelerated filer o (Do not check if a
smaller reporting company)

Smaller reporting company o


Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act). Yes o    No ý.

State the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant.

Aggregate market value of the voting stock (which consists solely of shares of common stock) held by non-affiliates of the registrant as of
June 30, 2011, the last business day of the registrant's most recently completed second fiscal quarter, computed by reference to the closing sale price of the registrant's common stock on the
New York Stock Exchange on such date: $15,556,156,330.

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.

Common Stock, par value $3 per share. Shares outstanding on February 20, 2012: 704,754,155

Documents Incorporated by Reference

None





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EXPLANATORY NOTE

As previously announced, on October 16, 2011 we entered into a definitive merger agreement with Kinder Morgan, Inc. (KMI)
whereby KMI will acquire El Paso Corporation (El Paso) in a transaction that valued El Paso at approximately $38 billion (based on the KMI stock price at that date), including the assumption of
debt. The merger agreement has been approved by each of our and KMI's board of directors and stockholders. In light of the proposed merger, we do not anticipate holding an annual meeting of
stockholders in 2012.

This
Amendment No. 1 on Form 10-K/A (the "Amendment") amends our Annual Report on Form 10-K for the fiscal year ended December 31,
2011, originally filed with the Securities and Exchange Commission ("SEC") on February 27, 2012 (the "Original Filing"). We are filing this Amendment to amend Part III of the Original
Filing to include the information required by and not included in Part III of the Original Filing because we no longer intend to file our definitive proxy statement within 120 days of
the end of our fiscal year ended December 31, 2011. Part IV is being amended solely to add as exhibits certain new certifications in accordance with Rule 13a-14(a)
promulgated by the SEC under the Securities Exchange Act of 1934. Because no financial statements have been included in this Amendment and this Amendment does not
contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted.

Except
as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and we have not updated
the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Filing other than as expressly indicated in this Amendment. Accordingly, this
Amendment should be read in conjunction with the Original Filing and our other filings made with the SEC on or subsequent to February 27, 2012.

As
used in this Amendment, when we refer to "us", "we", "our", "ours", "the Company", or "El Paso", we are describing El Paso Corporation and/or our subsidiaries.

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EL PASO CORPORATION  TABLE OF CONTENTS



CaptionPagePART IIIItem 10.

Directors, Executive Officers and Corporate Governance

1Item 11.

Executive Compensation

10Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters

47Item 13.

Certain Relationships and Related Transactions, and Director Independence

50Item 14.

Principal Accounting Fees and Services

51PART IVItem 15.

Exhibits, Financial Statement Schedules

52Signatures

54


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PART III

ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors

The members of our Board of Directors (with their ages as of April 13, 2012), are included in the chart below. The biographies
of each of the directors follow the list and contain information regarding the person's service as a director, business experience, director positions held currently or at any time during the last
five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the
Governance & Nominating Committee and the Board to determine that the person should serve as a director. Each of our directors is elected on an annual basis and serves a one-year
term or until his or her successor has been duly elected and shall qualify.

Directors

Name

AgeJuan Carlos Braniff

55David W. Crane

53Douglas L. Foshee

52Robert W. Goldman

69Anthony W. Hall, Jr.

67Thomas R. Hix

64Ferrell P. McClean

65Timothy J. Probert

60Steven J. Shapiro

60J. Michael Talbert

65Robert F. Vagt

65John L. Whitmire

71


Juan Carlos Braniff.Mr. Braniff has served as a director since 1997. Mr. Braniff has been Chairman of Capital I Ltd.
Partners
and a partner in Alpha Patrimonial S.A. de C.V. in Mexico City since August 2005. Mr. Braniff was a business consultant from January 2004 to August 2005. Mr. Braniff served Grupo
Financíero BBVA Bancomer as Vice Chairman from October 1999 to January 2004, as Deputy Chief Executive Officer of Retail Banking from September 1994 to October 1999 and as Executive
Vice President of Capital Investments, Mortgage Banking and Tourism from December 1991 to September 1994. Mr. Braniff previously served as a director of Fomento Economico Mexicano (FEMSA, NYSE:
FMX) from 1988 to 2003, as a director of Coca-Cola (FEMSA, NYSE: KOF) from 1991 to 2003 and as a director of Grupo Financíero BBVA Bancomer from 1991 to 2003.
Mr. Braniff is currently a member of the board of directors of Ixe Grupo Financíero S.A. de C.V. and Grupo Financiero Banorte S.A.B., de C.V. (GFNORTE:MM).

Mr. Braniff
brings many years of global business experience to our Board. As highlighted by his various roles at Grupo Financíero BBVA Bancomer, Mr. Braniff
has substantial knowledge and experience with complex financial transactions, capital management, credit and financial risk management. As our sole Hispanic board member, Mr. Braniff also
provides a diversity of perspective that is welcomed by our Board.

David W. Crane.Mr. Crane has served as a director since December 2009. Mr. Crane has been President, Chief Executive Officer
and a
director of NRG Energy, Inc. since December 2003. Prior to joining NRG, Mr. Crane served as Chief Executive Officer of International Power plc, a UK-domiciled wholesale power
generation company, from January 2003 to November 2003, and as Chief Operating Officer from March 2000 through December 2002. Mr. Crane was Senior Vice PresidentGlobal Power

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New York
at Lehman Brothers Inc. from January 1999 to February 2000, and was Senior Vice PresidentGlobal Power Group, Asia (Hong Kong) at Lehman Brothers from June 1996 to January
1999.

Mr. Crane's
proven success as the sitting chief executive officer of a Fortune 500 company demonstrates his leadership capability and extensive knowledge of the complex financial
and operational issues that
public companies face. Mr. Crane's executive management experience provides the Board with valuable insight on public company governance practices, as well as insight from a customer
perspective. In addition, Mr. Crane's background provides risk management experience that is important to our Board.

Douglas L. Foshee.Mr. Foshee has been Chairman of the Board of Directors of El Paso Corporation since May 2009 and President,
Chief Executive
Officer and a director of El Paso since September 2003. Prior to joining El Paso, Mr. Foshee served as Executive Vice President and Chief Operating Officer of Halliburton Company having joined
that company in 2001 as Executive Vice President and Chief Financial Officer. Several subsidiaries of Halliburton, including DII Industries and Kellogg Brown & Root, commenced prepackaged
Chapter 11 proceedings to discharge current and future asbestos and silica personal injury claims in December 2003 and an order confirming a plan of reorganization became final effective
December 31, 2004. Prior to assuming his position at Halliburton, Mr. Foshee served as President, Chief Executive Officer and Chairman of the Board of Nuevo Energy Company. From 1993 to
1997, Mr. Foshee served at Torch Energy Advisors Incorporated in various capacities, including President and Chief Executive Officer. Mr. Foshee presently serves as a director of Cameron
International Corporation, and from January 2009 until February 2010 served as a trustee of AIG Credit Facility Trust. Mr. Foshee serves on the Board of Trustees of Rice University and serves
as a member of the Council of Overseers for the Jesse H. Jones Graduate School of Management. He is a member of various other civic and community organizations. Mr. Foshee also serves on
the board of directors of El Paso Pipeline GP Company, L.L.C., general partner of El Paso Pipeline Partners, L.P.

As
President and Chief Executive Officer of El Paso, Mr. Foshee is the only officer of the company to sit on our Board. With over 28 years of energy industry experience,
Mr. Foshee has a comprehensive knowledge and understanding of our business, provides superb leadership to our management team, and provides the Board with essential insight and guidance from an
inside perspective on the day-to-day operations of our company.

Robert W. Goldman.Mr. Goldman has served as a director since 2003. Mr. Goldman's primary occupation has been as a financial
consultant
since October 2002. Prior to that time, Mr. Goldman served as Senior Vice President, Finance and Chief Financial Officer of Conoco, Inc. from 1998 to 2002 and Vice President, Finance
from 1991 to 1998. For more than five years prior to that date, Mr. Goldman held various executive positions with Conoco, Inc. and E.I. Du Pont de
Nemours & Co., Inc. From 2002 until July 2008, Mr. Goldman served as the elected Vice President, Finance of the World Petroleum Council. He is a member of the Financial
Executives Institute and the Outside Advisory Council of Global Infrastructure Partners, a private equity firm. Mr. Goldman serves on the board of trustees of Kenyon College, Gambier, Ohio.
Mr. Goldman currently serves on the boards of directors of Parker Drilling Company, Tesoro Corporation and The Babcock & Wilcox Company. Mr. Goldman previously served on the
boards of directors of McDermott International, Inc. and Gulf Indonesia Resources.

As
former chief financial officer of a large, publicly-traded energy company, Mr. Goldman brings significant financial and operations experience to our Board. Mr. Goldman
has extensive knowledge of the energy industry, financial risk management and an understanding of capital markets. His experience
on the boards of directors of other publicly-traded energy companies further augments his knowledge and experience.

Anthony W. Hall, Jr.Mr. Hall has served as a director since 2001. Mr. Hall has been engaged in the private practice of law
since
February 2010. He previously served as Chief Administrative Officer of the City of Houston from January 2004 to February 2010. Mr. Hall served as the City Attorney for the City of Houston from
March 1998 to January 2004. Prior to March 1998, Mr. Hall was a partner in the Houston

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law
firm of Jackson Walker, LLP. Mr. Hall is Chairman of the Houston Endowment Inc. and Chairman of the Boulé Foundation.

Mr. Hall's
extensive experience in both the public and private sectors, and his affiliations with many different business and philanthropic organizations provide our Board with
important insight from many perspectives. Mr. Hall's 30 years of legal experience provides the Board with valuable guidance on governance issues and initiatives. As an African American,
Mr. Hall also brings a diversity of experience and perspective that is welcomed by our Board.

Thomas R. Hix.Mr. Hix has served as a director since 2004. Mr. Hix has been a business consultant since January 2003. He
served as
Senior Vice President of Finance and Chief Financial Officer of Cooper Cameron Corporation from January 1995 to January 2003. From September 1993 to April 1995, Mr. Hix served as Senior Vice
President of Finance, Treasurer and Chief Financial Officer of The Western Company of North America. Mr. Hix serves on the boards of directors of Health Care Service Corporation and Rowan
Companies, Inc. Mr. Hix previously served as a member of the board of directors of The Offshore Drilling Company from May 2004 to July 2007.

Mr. Hix
brings many years of financial business experience to our Board. As a former chief financial officer of a large, publicly-traded energy company, Mr. Hix has
significant expertise in finance and accounting, as well as experience in mergers and acquisitions. Mr. Hix also provides the Board with valuable public company operating and management
experience.

Ferrell P. McClean.Ms. McClean has served as a director since 2006. Ms. McClean has been a business consultant since 2002.
Ms. McClean served as Managing Director and Senior Advisor of J.P. Morgan Chase & Co.'s energy/power investment banking group from 2000 to 2002. From 1991 until 2000,
Ms. McClean served as Managing Director and headed the investment banking and global energy group at J.P.Morgan & Co. Prior to 1991, Ms. McClean held various positions with
J.P. Morgan & Co. Ms. McClean served as a member of the board of directors of Unocal Corporation until 2005 and is currently on the board of directors of GrafTech
International Ltd. (formerly UCAR International, Inc.).

Ms. McClean
brings to the Board extensive experience in investment banking and capital markets, as highlighted by her years of service at J.P. Morgan Chase & Co. Her
current and prior service on the boards of other publicly-traded companies further augments her range of knowledge, providing valuable experience from which she can draw while serving on our Board. As
our only female director, Ms. McClean also provides a diversity of perspective that is important to our Board.

Timothy J. Probert.Mr. Probert has served as a director since December 2009. Mr. Probert was appointed as President of
Halliburton
Company's Strategy and Corporate Development in January 2011. Mr. Probert previously served as President of Halliburton Company's Global Business Lines and Corporate Development from January
2010 to December 2010. Mr. Probert previously served as President of Halliburton Company's Drilling and Evaluation Division and Corporate Development from March 2009 to December 2009.
Mr. Probert served as Executive Vice President of Strategy and Corporate Development for Halliburton from January 2008 to March 2009, as Senior Vice President, Drilling and Evaluation from July
2007 to December 2007, and as Senior Vice President, Drilling and Evaluation and Digital Solutions from May 2006 to July 2007. He also served as Vice President, Drilling and Formation Evaluation for
Halliburton from January 2003 to May 2006. Mr. Probert is a member of Halliburton's Executive Committee and is also the company's Chief Health, Safety and Environment Officer. Before joining
Halliburton in 2003, Mr. Probert was President and Chief Executive Officer of Input/Output Inc. He also served as President of Baker Hughes INTEQ, Eastman Teleco and Milpark Drilling
Fluids and was Vice President of Marketing for Baker Sand Control.

With
his years of experience as an executive officer at a Fortune 500 company, Mr. Probert brings substantial management and operations expertise to our Board. Mr. Probert
has a comprehensive background in oilfield service and equipment, as well as technical expertise in the upstream oil sector. In addition, Mr. Probert's background in geology and experience as
the Chief Health, Safety and

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Environment
Officer for Halliburton provides our Board with valuable experience in health, safety and environmental-related issues.

Steven J. Shapiro.Mr. Shapiro has served as a director since 2006. Mr. Shapiro served as Executive Vice President and Chief
Financial
Officer of Burlington Resources Inc. from October 2000 to April 2006. During his five-year tenure at Burlington Resources Inc., Mr. Shapiro served as a member of the
board of directors and the office of the Chairman. Prior to that time, he served as Senior Vice President, Chief Financial Officer and Director at Vastar Resources, Inc. and spent
16 years in various roles of increasing responsibility with Atlantic Richfield Company. Mr. Shapiro is a trustee of the Houston Museum of Natural Science. Mr. Shapiro is a member
of the boards of directors of Barrick Gold Corporation and Bumi PLC.

Mr. Shapiro
brings extensive industry experience to our Board. As the former chief financial officer of Burlington Resources, Mr. Shapiro has significant operating
experience and knowledge of the complex financial issues companies face. He has extensive knowledge of the energy industry and an understanding of capital markets. Mr. Shapiro also provides our
Board with valuable strategic insight. His experience on the board of directors of other publicly-traded companies further augments his knowledge and experience.

J. Michael Talbert.Mr. Talbert has been Lead Director of the Board of Directors of El Paso since May 2009 and a director since
2003.
Mr. Talbert served as Executive Chairman of the Board of Transocean Ltd. from October 2002 to October 2004 and as non-executive Chairman from October 2004 to November 2007.
Previously, Mr. Talbert served as Chief Executive Officer of Transocean Ltd. and its predecessor companies from August 1994 until October 2002, Chairman of the Board from August 1994 to
September 1999, and as President from December 1999 to December 2001. Mr. Talbert served as Chairman of the Board of The Offshore Drilling Company from February 2004 to October 2005. He served
as President and Chief Executive Officer of Lone Star Gas Company from 1990 to 1994, and as President of Texas Oil & Gas Company from 1987 to 1990. Mr. Talbert is a past Chairman of the
National Ocean Industries Association and a member of the University of Akron's College of Engineering Advancement Council. Mr. Talbert is a member of the board of directors of
Transocean Ltd. and currently serves as its non-executive Chairman.

Mr. Talbert
is an experienced business leader with the skills necessary to be our Lead Director. As a former chief executive officer of a large, publicly-traded energy company,
Mr. Talbert has extensive industry expertise, as well as knowledge of the complex operational and governance issues that public companies face. Since joining the Board in 2003, he has played an
integral role in promoting robustness and confidence in the Board's execution of its responsibilities. In addition, his service on the board of Transocean Ltd., including as its chairman,
provides valuable experience from which he can draw as a member of our Board.

Robert F. Vagt.Mr. Vagt has served as a director since 2005. Mr. Vagt has served as President of The
Heinz Endowments since January 2008. Prior to that time, he served as President of Davidson College from July 1997 to August 2007. Mr. Vagt served as President and Chief Operating Officer of
Seagull Energy Corporation from 1996 to 1997. From 1992 to 1996, he served as President, Chairman and Chief Executive Officer of Global Natural Resources. Mr. Vagt served as President and Chief
Operating Officer of Adobe Resources Corporation from 1989 to 1992. Prior to 1989, he served in various positions with Adobe Resources Corporation and its predecessor entities. Mr. Vagt serves
as the non-executive chairman of Solergy Power Ltd, a private, London-based entity.

Mr. Vagt's
professional background in both the public and private sectors make him an important advisor and member of our Board. Mr. Vagt brings to the Board operations and
management expertise in both the public and private sectors. In addition, Mr. Vagt provides the Board with a welcomed diversity of perspective gained from service as President of The Heinz
Endowments, as well as from service as the president of an independent liberal arts college.

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John L. Whitmire.Mr. Whitmire has served as a director since 2003. Mr. Whitmire has been Vice-Chairman of CONSOL
Energy, Inc. since 1999. He served as Chairman and Chief Executive Officer of Union Texas Petroleum Holdings, Inc. from 1996 to 1998, and spent over 30 years serving Phillips
Petroleum Company in various positions including Executive Vice President of Worldwide Exploration and Production from 1992 to 1996 and Vice President of North American Exploration and Production from
1988 to 1992. Mr. Whitmire previously served as a member of the board of directors of Transocean Ltd. until June 2010. Mr. Whitmire previously served as a member of the board of
directors of GlobalSantaFe Corporation until November 2007.

Mr. Whitmire
brings many years of industry experience to our Board. As a former chief executive officer of a large, publicly-traded energy company, Mr. Whitmire has
extensive operating and management experience, as well as industry knowledge and experience with competitive energy sources. In addition, his current and prior service on the boards of other
publicly-traded companies in our industry provides valuable experience and insight.

Executive Officers

Our executive officers (with their ages as of April 13, 2012), are included in the chart below. The present principal occupation
or employment and five-year employment history of each individual follows the list below.

Executive Officers

Name

Age

PositionDouglas L. Foshee

52

Chairman, President and Chief Executive OfficerJohn R. Sult

52

Executive Vice President and Chief Financial OfficerBrent J. Smolik

51

Executive Vice President and President of EP EnergyJames C. Yardley

60

Executive Vice President and President Pipeline GroupD. Mark Leland

50

Executive Vice President and President of MidstreamRobert W. Baker

55

Executive Vice President and General CounselJames J. Cleary

57

President of Western Pipeline GroupSusan B. Ortenstone

55

Executive Vice President and Chief Administrative OfficerDane E. Whitehead

50

Senior Vice President of Strategy and Enterprise Business Development


Douglas L. Foshee.See "Directors" for a biography of Mr. Foshee.

John R. Sult.Mr. Sult has been Executive Vice President and Chief Financial Officer of El Paso Corporation since March 2010 and
Senior Vice
President and Chief Financial Officer from November 2009 to March 2010. Mr. Sult previously served as Senior Vice President and Controller of El Paso from November 2005 to November 2009. He has
served as Executive Vice President and Chief Financial Officer of El Paso Pipeline GP Company, L.L.C. since July 2010, Senior Vice President and Chief Financial Officer from November 2009 to
July 2010, and Senior Vice President, Chief Financial Officer and Controller from August 2007 to November 2009. Mr. Sult served as Senior Vice President, Chief Financial Officer and Controller
of El Paso's Pipeline Group from November 2005 to November 2009. Mr. Sult was Vice President and Controller for Halliburton Energy Services from August 2004 to October 2005. Mr. Sult
also serves on the board of directors of El Paso Pipeline GP Company, L.L.C., general partner of El Paso Pipeline Partners, L.P.

Brent J. Smolik.Mr. Smolik has been Executive Vice President of El Paso Corporation and President of EP Energy Corporation since
November
2006. Mr. Smolik was President of ConocoPhillips Canada from April 2006 to October 2006. Prior to the Burlington Resources merger with ConocoPhillips, he was President of Burlington Resources
Canada from September 2004 to March 2006. From 1990 to 2004, Mr. Smolik worked in various engineering and asset management capacities for Burlington Resources Inc., including the Chief
Engineering role from 2000 to 2004. He was a member of the Burlington Executive

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Committee
from 2001 to 2006. Mr. Smolik also serves on the boards of the American Exploration and Production Council, America's Natural Gas Alliance and the Independent Petroleum Association of
America.

James C. Yardley.Mr. Yardley has been Executive Vice President of El Paso Corporation with responsibility for the regulated
pipeline business
unit since August 2006. Mr. Yardley has been Chairman of the Board of El Paso Natural Gas Company since 2006. He previously served as President and Chairman of the Board of Tennessee Gas
Pipeline Company from February 2007 to August 2010, and served as Chairman of the Board from August 2010 to October 2011. Mr. Yardley served as President of Southern Natural Gas Company from
May 1998 to August 2010. He was a member of the Management Committees of both Colorado Interstate Gas Company and Southern Natural Gas Company until their conversion to limited liability companies in
August 2011. Upon a change in management structure in February 2012, he was again named as a member of the Management Committees of both Colorado Interstate Gas Company, L.L.C. and Southern Natural
Gas Company, L.L.C. Mr. Yardley serves on the board of Interstate Natural Gas Association of America and previously
served as its Chairman. He also serves as Director, President and Chief Executive Officer of El Paso Pipeline GP Company, L.L.C., general partner of El Paso Pipeline Partners, L.P.

D. Mark Leland.Mr. Leland has been Executive Vice President of El Paso Corporation and President of El Paso's Midstream business
unit since
October 2009. Mr. Leland previously served as Executive Vice President and Chief Financial Officer of El Paso from August 2005 to November 2009. He served as Executive Vice President of El Paso
Exploration & Production Company from January 2004 to August 2005, and as Chief Financial Officer and a director from April 2004 to August 2005. Mr. Leland served as Senior Vice
President and Chief Operating Officer of GulfTerra Energy Partners, L.P. and its general partner from January 2003 to December 2003 and as Senior Vice President and Controller from July 2000 to
January 2003. Mr. Leland also serves on the board of directors of El Paso Pipeline GP Company, L.L.C., general partner of El Paso Pipeline Partners, L.P.

Robert W. Baker.Mr. Baker has been Executive Vice President and General Counsel of El Paso Corporation since January 2004. From
February 2003
to December 2003, he served as Executive Vice President of El Paso and President of El Paso Merchant Energy. Mr. Baker previously served as Senior Vice President and Deputy General Counsel of
El Paso from January 2002 to February 2003. Prior to that time, he held various legal positions with El Paso and its subsidiaries, including managing the legal matters associated with
telecommunication services, domestic power plant development, and the international energy infrastructure projects. Mr. Baker also serves as Executive Vice President and General Counsel of El
Paso Pipeline GP Company, L.L.C., general partner of El Paso Pipeline Partners, L.P.

James J. Cleary.Mr. Cleary has been a director and President of El Paso Natural Gas Company since January 2004. Mr. Cleary
has also
been President of Colorado Interstate Gas Company, L.L.C. since January 2004 and is a member of its Management Committee. He previously served as Chairman of the Board of both El Paso Natural Gas
Company and Colorado Interstate Gas Company from May 2005 to August 2006. From January 2001 to December 2003, he served as President of ANR Pipeline Company. Mr. Cleary serves as Senior Vice
President of El Paso Pipeline GP Company, L.L.C., general partner of El Paso Pipeline Partners, L.P. He also serves as a member of the Management Committee of Ruby Pipeline Holding
Company, L.L.C.

Susan B. Ortenstone.Ms. Ortenstone has been Executive Vice President and Chief Administrative Officer of El Paso Corporation
since March 2010
and Senior Vice President and Chief Administrative Officer from October 2007 to March 2010. Ms. Ortenstone previously served as Senior Vice President from October 2003 to October 2009.
Ms. Ortenstone was Chief Executive Officer for Epic Energy Pty Ltd. from January 2001 to June 2003. Ms. Ortenstone serves as Executive Vice President of El Paso Pipeline GP
Company, L.L.C., general partner of El Paso Pipeline Partners, L.P.

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Dane E. Whitehead.Mr. Whitehead has been Senior Vice President of Strategy and Enterprise Business Development of El Paso
Corporation since
October 2009. Mr. Whitehead previously served as Senior Vice President and Chief Financial Officer for El Paso Exploration & Production Company from May 2006 to October 2009. From
October 1993 to April 2006, Mr. Whitehead held various positions at Burlington Resources Inc. including serving as Vice President, Controller and Chief Accounting Officer.

Board Committees

The Board of Directors has established five standing committees to assist the Board in carrying out its duties: the Audit Committee,
the Compensation Committee, the Governance & Nominating Committee, the Finance Committee and the Health, Safety & Environmental Committee. Current composition of the Board committees is
set forth below.

Name

Board

Audit

Compensation

Governance &
Nominating

Finance

Health, Safety &
EnvironmentalJuan Carlos Braniff

Member



Member



MemberDavid W. Crane

Member





Member

MemberDouglas L. Foshee

ChairmanRobert W. Goldman

Member

Member



MemberAnthony W. Hall, Jr.

Member

Member







MemberThomas R. Hix

Member

Chair

MemberFerrell P. McClean

Member



Member



ChairTimothy J. Probert

Member







Member

MemberSteven J. Shapiro

Member

Member

ChairJ. Michael Talbert

Lead





ChairRobert F. Vagt

Member



Member





ChairJohn L. Whitmire

Member





Member



MemberNumber of 2011 Meetings

10

11

6

5

5

4


The Board of Directors has adopted charters for the Audit Committee, the Compensation Committee and the Governance & Nominating Committee
that comply with the corporate governance rules adopted by the SEC pursuant to the Sarbanes-Oxley Act of 2002 and the NYSE listing standards. The Audit Committee, the Compensation Committee, the
Governance & Nominating Committee, the Finance Committee and the Health, Safety & Environmental Committee charters may be found on our website at www.elpaso.com.

Audit Committee Financial Expert

The Audit Committee plays an important role in promoting effective accounting, financial reporting, risk management and compliance
procedures and controls. All members of our Audit Committee meet the financial literacy standard required by the NYSE rules and at least one member qualifies as having accounting or related financial
management expertise under the NYSE rules. In addition, the Board of Directors has affirmatively determined that Messrs. Hix (chairman of our Audit Committee), Goldman and Shapiro are "audit
committee financial experts".

Corporate Governance Guidelines

Our Corporate Governance Guidelines, together with the Board committee charters, provide the framework for the effective governance of
El Paso. The Board of Directors has adopted our Corporate Governance Guidelines to address matters including qualifications for directors, standards for independence of directors, election of
directors, responsibilities of directors, mandatory retirement for

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directors,
limitation on serving on other boards/committees, the composition and responsibility of committees, conduct and minimum frequency of Board and committee meetings, management succession,
director access to management and outside advisors, director compensation, stock ownership requirements, prohibition on hedging company stock, director orientation and continuing education, annual
self-evaluation of the Board, its committees and directors and our policy on poison pills. The Board of Directors recognizes that effective corporate governance is an on-going
process, and the Board, either directly or through the Governance & Nominating Committee, will review and revise as necessary our Corporate Governance Guidelines annually, or more frequently if
deemed necessary. Our Corporate Governance Guidelines may be found on our website atwww.elpaso.com.

Voting Standard to Elect Directors

Our By-laws provide for the election of directors by the majority vote of stockholders in uncontested elections. This means
the number of votes cast for a nominee's election must exceed the number of votes cast against such nominee's election in order for him or her to be elected to the Board of Directors. Our
By-laws provide for the election of directors by the plurality of votes cast in contested elections. This means that in elections where the number of nominees exceeds the number of
directors to be elected, the nominees who receive the highest number of votes will be elected to the Board of Directors. In addition, our Corporate Governance Guidelines provide that the Board will
nominate for election or appoint to Board vacancies only candidates who irrevocably agree to resign if they fail to receive the required majority vote in uncontested elections. In the event a director
fails to receive a majority of votes cast and the Board accepts the resignation tendered, then that director would cease to be a director of El Paso. In accordance with our Corporate Governance
Guidelines, our By-laws require as a part of a stockholder's written notice in connection with the nomination of a director, a statement whether the nominated individual intends to tender
an irrevocable resignation effective upon such person's failure to receive the required vote for re-election at the next meeting at which such person would face re-election.
Each of our directors has submitted an irrevocable letter of resignation that becomes effective in the event he or she does not receive a majority of votes cast for his or her election.

Executive Sessions of the Board of Directors and Communications by Interested Parties

The Board of Directors holds regular executive sessions in which non-management Board members meet without any members of
management present.
Currently, Mr. Talbert presides over the executive sessions of the Board. During 2011, non-management members of the Board met in executive session six times and several Committees
of the Board met in executive session without members of management present. The purpose of these executive sessions is to promote open and candid discussion among the non-management
directors.

The
Board of Directors has established a process for interested parties to communicate with the Board. Such communications should be in writing, addressed to the Board or an individual
director, c/o Ms. Marguerite N. Woung-Chapman, Corporate Secretary, El Paso Corporation, P.O. Box 2511, Houston, Texas 77252-2511. The Corporate Secretary will forward
all communications to the addressee.

Code of Ethics

We have adopted a code of ethics, referred to as our "Code of Conduct," that applies to all of our directors and employees, including
our CEO, CFO and senior financial and accounting officers. Our Code of Conduct is a value-based code that is built on our five core values: stewardship, integrity, safety, accountability and
excellence. In addition to other matters, our Code of Conduct establishes policies to deter wrongdoing and to promote honest and ethical conduct, including ethical handling of actual or apparent
conflicts of interest, compliance with applicable laws, rules and regulations, full, fair, accurate, timely and understandable disclosure in public communications and prompt internal reporting of
violations of our Code of Conduct. We also have an Ethics & Compliance Office and Ethics & Compliance Committee, which is composed of members of senior management, that administers our
ethics and

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compliance
program and reports to the Audit Committee of our Board of Directors. A copy of our Code of Conduct is available on our website at www.elpaso.com.We will post on our internet website all waivers to or
amendments of our Code of Conduct, which are required to be disclosed by
applicable law and the NYSE listing standards. Currently, we do not have nor do we anticipate any waivers of or amendments to our Code of Conduct. We believe our Code of Conduct exceeds the
requirements set forth in the applicable SEC regulations and the corporate governance rules of the NYSE.

Web Access

We provide access through our website to current information relating to corporate governance, including a copy of each of the Board's
standing committee charters, our Corporate Governance Guidelines, our Code of Conduct, our Restated Certificate of Incorporation and By-laws, our policy for approval of related person
transactions, biographical information concerning each director, and other matters regarding our corporate governance principles. We also provide access through our website to all filings submitted by
El Paso to the SEC. Our website iswww.elpaso.com,and access to this information is free of any charge to the user. Information contained on our
website is not part of this report.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our directors, certain officers and beneficial owners of more than
10 percent of a registered class of our equity securities to file reports of ownership and reports of changes in ownership with the SEC and the NYSE. Directors, officers and beneficial owners
of more than 10 percent of our equity securities are also required by SEC regulations to furnish us with copies of all such reports that they file. Based on our review of copies of such forms
and amendments provided to us, we believe that all filing requirements were timely complied with during the fiscal year ended December 31, 2011.

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ITEM 11.EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The following compensation discussion and analysis, orCD&A, provides an explanation of
our compensation programs, including the objectives of such programs and the rationale for each element of compensation, for our Chief Executive Officer, our Chief Financial Officer and our three
other most highly compensated executive officers (the "named executive officers"). This section also describes the actions and decisions of the Compensation Committee of our Board of Directors as it
relates to 2011 compensation decisions. The discussion is divided into the following sections:



I.     Executive Summary

Compensation Program Philosophy and Design.The core of our executive compensation program continues to be pay for performance. A
significant portion
of each executive's total annual compensation is at risk and dependent upon our company's achievement of specific, measurable performance goals. Our performance-based pay is designed to align our
executive officers' interests with those of our stockholders and to promote the creation of stockholder value, without encouraging excessive risk-taking. In addition, our equity program
rewards long-term stock performance. The framework of our executive compensation program, which incorporates what we believe to be top compensation and governance practices, is set forth
below:



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El Paso's 2011 Performance.El Paso created significant value for stockholders during 2011, with total shareholder return (TSR) for the
year of
90.88%, the single best fiscal year return in El Paso's history. El Paso's 2011 TSR outperformed 99% of the S&P 500 (finishing second out of S&P 500 companies), and finished first among
our peer group. Stockholder performance was only part of the story, however. During 2011, we continued to deliver solid operational performance and a strong base of earnings and cash flows from
operations in both our pipeline and exploration and production businesses. In 2011 we completed the remainder of our $8 billion backlog of pipeline expansion projects, including the Ruby
Pipeline, the Gulf LNG terminal, and major expansions on Tennessee Gas Pipeline and Southern Natural Gas Pipeline. In our exploration and production business, we have continued executing, with
increased production volumes, proved reserves, lower per unit cash operating costs, and a hedging program designed to support our balance sheet and cash flows. We also continued with our capital
program to provide us more exposure to oil opportunities, particularly in the Eagle Ford, Wolfcamp and Altamont areas. In addition to the above accomplishments, during 2011 we pursued a number of
strategic initiatives designed to significantly increase and accelerate stockholder value that required maximum performance on behalf of our business units and employees, including the proposed
spin-off of our exploration and production business unit, and the subsequent decision to merge with Kinder Morgan, Inc., described further below. In addition to these strategic
initiatives, we continued to achieve execution goals, maintain safe and reliable operations and ultimately delivered a significant increase and acceleration of stockholder value. The Compensation
Committee considered these accomplishments, together with the satisfaction of our 2011 performance goals, in authorizing the payouts of cash incentives for 2011 performance, as described below and in
detail later in this CD&A.

Cash Incentives for 2011 Performance.For 2011, payments under our annual incentive award program reflect our company's performance and
the
achievement of our 2011 performance goals. As discussed further under the heading "Annual Cash Incentive Awards for 2011 Performance" later in this CD&A, we achieved our corporate financial goals for
2011, including our goals relating to earnings per share, segment EBITDA, return on total capital, and debt (net of cash). Specifically, after applying certain pre-approved adjustments
described later in this discussion, earnings per share were $0.94, which was above the threshold goal of $0.84; segment EBITDA was $3,363 million, which was above the target goal of
$3,361 million; return on total capital was 7.1%, which was equal to the target goal of 7.1%; and our outstanding debt (net of cash) was $12,381 million, which was approximately
$392 million lower than the maximum target (with maximum target representing the lowest amount in the range of 2011 debt goals). After considering the results of our performance goals, as well
as the successful execution of our operational and strategic initiatives and resulting stockholder value creation during 2011, the Compensation Committee approved above-target cash bonuses for our
named executive officers.

Impact of El Paso/Kinder Morgan Merger on Equity Awards.On October 16, 2011, we announced a definitive merger agreement with
Kinder
Morgan, Inc. (KMI) whereby KMI will acquire El Paso Corporation (El Paso) in a transaction that valued El Paso at approximately $38 billion (based on the KMI stock price at that date),
including the assumption of debt (the "Merger Agreement"). The merger is expected to be completed by the end of May 2012. The Merger Agreement places limitations on our ability to issue, grant, sell
or redeem El Paso capital stock. Pursuant to this limitation, we do not currently expect to make annual long-term incentive grants to our named executive officers in 2012.

In
addition, pursuant to the terms of the Merger Agreement, at the effective time of the merger with KMI, the vesting of all outstanding El Paso equity awards, including the awards held
by our named executive officers, will accelerate. In the case of outstanding performance shares, performance will be

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deemed
to be attained at target. At such time, each outstanding stock option, restricted share and performance share will be converted into the right to receive, at the election of the holder (which
election will apply to all, but not less than all, of such holder's outstanding equity awards), but subject to pro-ration as set forth in the Merger Agreement, either cash or a mixture of
cash and shares of Class P common stock of KMI for all shares subject to such awards (in the case of stock options, less the aggregate exercise price). Such holders will in all cases also
receive common stock purchase warrants of KMI as part of the merger consideration. Additional information regarding the treatment of outstanding El Paso equity awards in connection with the proposed
merger can be found in the special meeting proxy statement (DEFR14A) filed by El Paso with the SEC on February 1, 2012, which can be found on our website at www.elpaso.com.

II.    Role of Compensation Committee, Compensation Consultant and Management

Compensation Committee

The Compensation Committee of the Board of Directors, which is comprised solely of independent directors, has primary responsibility
for determining and approving, on an annual basis, the total compensation level of our CEO and other senior officers who are subject to Section 16(a) of the Exchange Act. The Compensation
Committee receives information and advice from its compensation consultant as well as from our human resources department and management to assist in compensation determinations. The Compensation
Committee uses a variety of analytical tools as part of its annual executive compensation review, including tally sheets, walk-away analysis, as well as a review of internal pay equity
(ratio of CEO to executive and non-executive pay).

Compensation Consultant

The Compensation Committee has retained Deloitte as its independent compensation consultant. Deloitte advises the Compensation
Committee on an ongoing basis with regard to the general competitive landscape and trends in compensation and executive and director compensation matters, including (i) competitive
benchmarking, (ii) incentive plan design,
(iii) performance metrics testing, (iv) peer group selection, (v) compensation risk-management, and (vi) updates on best-practices and trends in
executive and director compensation. Deloitte attends meetings of the Compensation Committee and participates in the Committee's executive sessions, as well. Deloitte is directly accountable to the
Compensation Committee and the Committee reviews all fees paid to Deloitte for such compensation advice and ensures that Deloitte is providing independent advice that is not influenced by fees or
revenues generated by the provision of non-executive compensation services. In addition, the Compensation Committee reviews, on an annual basis, Deloitte's performance and provides
Deloitte with direct feedback on its performance.

Role of Management and CEO in Determining Executive Compensation

While the Compensation Committee has the responsibility to approve and monitor all compensation for our named executive officers, we,
as management, play an important role in determining executive compensation. At the Compensation Committee's request, we recommend appropriate company-wide and business unit financial and
non-financial performance goals. Under the direction of the Compensation Committee, we work with the compensation consultant to analyze competitive market data and to recommend base salary
levels, annual incentive awards and long-term incentive awards for our executive officers. We also work with the Compensation Committee to establish the agenda and prepare meeting
information for each Compensation Committee meeting. Our CEO likewise assists the Compensation Committee by providing his evaluation of the performance of the executive officers who report directly to
him, and recommends compensation levels for such officers.

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III.  Elements of Total Compensation

The table below summarizes the elements of our compensation program during 2011.

Compensation
Element

Objective

Key FeaturesBase Salary

To provide a minimum, fixed level cash compensation

Reviewed annually with adjustments made based on individual performance, anticipated inflation, pay relative to market, and internal equity considerationsPerformance-Based Annual Cash Incentive Awards

To motivate and reward executive officers' contributions to achievement of pre-established financial and operational performance goals, stockholder value creation and strategic initiatives, as well as individual
performance

Compensation Committee establishes annual cash incentive bonus opportunity for each named executive officer at beginning of year
  
Paid after year end once the Compensation Committee has determined company performance and each named executive officer's performance relative to pre-established performance goalsLong-Term Equity Awards (stock options, restricted stock and performance shares)

To reward stock price appreciation and encourage retention
  
To motivate and reward achievement of pre-established corporate financial goals and relative TSR, as well as individual performance

Grants made in April 2011: Stock options granted at target levels value of stock options is realized upon option exercise only if stock price increases vest in three equal annual installmentsRestricted stock performance-granted with target levels adjusted
at time of grant for corporate, TSR and individual performance amount granted is based on the achievement of pre-established performance goals: 50% on achievement of annual overall corporate financial goals and 50% on our relative TSR compared to our peer group of companies, and is
adjusted for individual performance vest in three equal annual installmentsPerformance shares granted at target levels with adjustments for individual performance payout based upon achievement of
multi-year TSR results


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Compensation
Element

Objective

Key FeaturesRetirement Plans

To provide retirement savings in a tax-efficient manner
  
To provide a fixed level of retirement income and encourage retention

Retirement benefits are provided under the following plans: Retirement Savings Plan 401(k) plan covering all employees company contributes an amount equal to 75% of each participant's voluntary contributions under the plan, up to a maximum of 6% of eligible compensationPension Plan defined benefit plan covering all employees, which provides pension benefits under a cash balance formula
participants fully vest in pension benefits upon the earlier of completion of three years of service or attainment of age 65Supplemental Benefits Plan plan covering key management employees, including named executive officers provides benefits in excess of amounts payable under the Retirement Savings
Plan and Pension Plan due to tax code limitationsHealth & Welfare Benefits

To provide reasonable health and welfare benefits to executives and their dependents and promote healthy living

Health and welfare benefits available to all employees, including medical, dental, vision and disability coverage
  
Named executive officers also participate in our Senior Executive Survivor Benefits Plan Senior Executive Survivor Benefits Plan provides senior officers, including named
executive officers, with survivor benefit coverage in lieu of the coverage provided generally to employees under our group life insurance plan in the event of a named executive officer's death amount of survivor benefit is 21/2 X the executive
officer's annual salary


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Compensation
Element

Objective

Key FeaturesSeverance

To provide a measure of financial security in the event an executive's employment is terminated without cause
  
To encourage retention and ensure continued dedication by named executive officers in the event of a change in control

Severance benefits are provided under the following plans: Severance Pay Plan severance plan available to all employees which provides benefits following an involuntary termination without cause maximum payout is 1X annual salary 3 months of benefits continuationKey Executive Severance Protection Plan plan covering key executive personnel, including named executive officers, which provides for payment of severance benefits in the event of an executive's involuntary termination of employment or termination for good reason by the
executive within two years following a change in control provides benefits only upon adouble trigger event, meaning both a change in control and an involuntary/good reason termination of employment must occur benefits include 3X annual salary + target
bonus for CEO, with 36 months of benefits continuation; 2X annual salary + target bonus for other named executive officers, with 24 months of benefits continuationPerquisites

Limited perquisites provided to assist executives in carrying out duties and increase productivity

Include financial planning assistance, limited accompaniment of family members with executives traveling for business purposes and annual physical examinations


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IV.    Factors Considered When Determining Total Compensation

Competitive Benchmark Datathe Starting Point.When making compensation decisions, we review the compensation paid to our CEO and
other
named executive officers relative to the compensation paid to similarly-situated executives at our peer companies. This practice is often referred to as "benchmarking." We also utilize survey data
representing the market of companies in which we compete for executive talent as an additional means of benchmarking. We believe benchmarks are helpful and provide an initial point of reference.

The
Compensation Committee generally sets total compensation targets for our executives, including base salary, performance-based annual incentives, and long-term equity
awards, near the market median of our peer comparables. However, because comparative data is just one of several considerations used in determining executive officer compensation, pay may vary from
the median of comparative compensation based on various factors, including:



El Paso's Peer Group.Each year, the Compensation Committee reviews El Paso's peer group to ensure that the companies selected are
appropriate. The
peer group is used to review executive officer compensation and to compare TSR relative to our performance. No changes were made to our peer group for the 2011 performance year. The table below sets
forth our peer group.

Anadarko Petroleum Corp.

National Fuel Gas Co.

Questar CorporationCenterPoint Energy, Inc.

Newfield Exploration Co.

Sempra EnergyDominion Resources, Inc.

NiSource, Inc.

Southern Union Co.Enbridge Inc.

Noble Energy, Inc.

Spectra Energy Corp.Energen Corp.

ONEOK, Inc.

TransCanada Corp.EQT Corporation

Pioneer Natural Resources

Williams Companies


Internal Pay Equity.We also believe that our executive compensation program must be internally consistent in order to motivate our
employees as a
whole to create stockholder value. We are committed to internal pay equity and our Compensation Committee monitors, on an annual basis, the relationship between the compensation of our named executive
officers and the compensation of our non-managerial employees.

In
May 2011, the Compensation Committee reviewed a comparison of CEO and other named executive officer pay (total compensation) to non-management employee pay for the period
1999 to 2010. The results showed a shrinking disparity in pay between our named executive officers and non-management employees in total compensation from 1999 to 2010. The Compensation
Committee also reviewed trends in pay equity from 2009 to 2010. This year to year comparison showed an increase in the disparity between average named executive officer to non-management
total compensation during such time period. The review noted that the major contributing factor to the increasing disparity between 2009 and 2010 pay was higher equity grants in 2010 at the named
executive officer level (due, primarily, to our higher TSR performance relative to our peer group in 2009), as well as increases in base salary and bonus targets for our CFO in connection with his
increased responsibilities. The Compensation Committee will continue to periodically conduct these analyses to monitor and avoid any unjustified widening of compensation differentials.

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Tally Sheets.Annually, and prior to making compensation decisions, the Compensation Committee reviews tally sheets prepared for each of
our named
executive officers. The tally sheets quantify the elements of each named officer's total compensation, including base salary, annual incentive bonus, and long-term equity grants, including
both vested and unvested equity awards. The tally sheets also summarize the estimated total compensation that would be payable to the named executive officers in various termination scenarios. A
wealth accumulation analysis is also prepared that estimates the value of equity incentives under various stock price assumptions. The Compensation Committee does not assign a weighting to tally
sheets in the overall decision making process, but rather uses the tally sheets as a tool to view the overall impact of each element of compensation and to ensure our program design is not resulting
in unintended outcomes.

In
its most recent review of tally sheets in December 2011, the Compensation Committee discovered no unintended consequences of the compensation program design. Consequently, no material
changes were made or deemed necessary to the executive compensation program or the individual elements of our executive officers' compensation as a result of this review.

V.     2011 Compensation Decisions

2011 Annual Base Salaries and 2011 Target Bonus Opportunities

In February 2011, the Compensation Committee elected to increase base salary levels for all of our named executive officers effective
as of April 1, 2011. Salary increases were generally between 2%-3.5%, with the exception of Mr. Sult who received a more significant increase in recognition of his increased
responsibilities as CFO and to align with market competitive levels. No adjustments were made to the named executive officers' 2011 target bonus opportunities, with the exception of the change noted
below for Mr. Leland, which the Compensation Committee believes continue to be appropriate and commensurate with the responsibilities of the respective executives. Mr. Leland's bonus
target increase was made in recognition of his increased responsibilities as the head of our midstream business unit, to position his bonus target with market competitive levels, and for internal
consistency. Target bonus opportunities were derived in part from peer group and competitive survey benchmarking data and in part by the Compensation Committee's judgment on the internal equity of the
positions, scope of job responsibilities and the executives' industry experience and tenure. The following table sets forth the base salaries and annual target bonus opportunities for the named
executive officers.

Annual Base Salaries and
Target Bonus Opportunities

Name

2010
Base Salary
($)

2011
Base Salary
effective 4/1/11
($)

2010-2011
Percentage
IncreaseDouglas L. Foshee


1,075,008


1,100,004


2.3
%John R. Sult


450,000


515,004


14.4
%Brent J. Smolik


580,008


600,000


3.4
%James C. Yardley


530,004


545,004


2.8
%D. Mark Leland


530,004


545,004


2.8
%


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Target Bonus Opportunities

Name

2010 Target
Bonus
Opportunity
(% of salary)

2011 Target
Bonus
Opportunity
(% of salary)

2010-2011
Percentage
IncreaseDouglas L. Foshee


120
%

120
%

0
%John R. Sult


60
%

60
%

0
%Brent J. Smolik


90
%

90
%

0
%James C. Yardley


75
%

75
%

0
%D. Mark Leland


60
%

75
%

25
%


Annual Cash Incentive Awards for 2011 Performance

Performance Goals.At the beginning of 2011, the Compensation Committee established a threshold, target and maximum annual cash
incentive bonus level
for each of the named executive officers (see the range of cash incentive bonuses as a percentage of base salary below). The Compensation Committee also approved corporate and business unit financial
and non-financial performance goals.

Our
2011 corporate financial goals, which are the primary goals used in determining the annual incentive bonuses for our named executive officers, are set forth below, including adjusted
year-end results. For purposes of the performance goals below, the reference to "MM" means million.

2011 GoalsCorporate Financial Goals

Threshold

Target

Maximum

2011 Results

WeightingEarnings Per Share

$
0.84

$
0.96

$
1.08

$
0.94


35
%Segment EBITDA

$
3,260 MM

$
3,361 MM

$
3,505 MM

$
3,363 MM


35
%Return on Total Capital


6.6
%

7.1
%

7.5
%

7.1
%

15
%Debt (net of cash)

$
13,200 MM

$
12,700 MM

$
12,400 MM

$
12,381 MM


15
%


The
2011 corporate financial goals are generally consistent with our 2010 goals, with the exception of the EBITDA goal, which was replaced with segment EBITDA. Segment EBITDA differs
from EBITDA in that there is no reduction for non-controlling interest. The Compensation Committee approved this change to be consistent with the change made in connection with our
external guidance to facilitate investors/analysts ability to assess the operating performance of our pipelines without the impact of drop downs into our master limited partnership, El Paso Pipeline
Partners, L.P. ("EPB"). All goal weightings are consistent with 2010 performance goal weightings. Earnings per share and segment EBITDA weighting of 35% reflected our organizational focus on
profitability, execution, and efficiency. The return on total capital ("ROTC") weighting of 15% is consistent with our goal to be the top execution focused company in the energy industry, ultimately
delivering superior returns to stockholders. The weighting of debt (net of cash) of 15% was set to ensure organizational focus on deleveraging El Paso through the successful execution of our EPB
drop-down strategy and increasing our financial flexibility to enhance overall stockholder value. In making the determination of the threshold, target and maximum levels, the Compensation
Committee considered the specific circumstances expected to be faced by our company and its business units in 2011. The threshold levels represent reasonably achievable goals, whereas the maximum
levels represent a significant stretch and would require exceptional performance.

Annual Incentive Bonus Pool Funding.After the 2011 financial results became available, the Compensation Committee determined the
appropriate funding
of the 2011 annual incentive bonus pool based on the achievement of the pre-established performance goals for the year, as well as the successful execution of our operational and strategic
initiatives and resulting stockholder value creation during 2011, described further below. The following table sets forth the percentage that the annual incentive bonus pool is funded based on the
level of performance relative to the performance goals that were established for the year.

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Funding of the
Annual Incentive Bonus Pool

Performance

Pool FundingMaximum Goals Met


150
%(1)Target Goals Met


100
%(2)Threshold Goals Met


50
%(3)Threshold Not Met


0
%


(1)The
maximum funding of the annual incentive bonus pool is 150% for performance at or above the maximum performance level.(2)For
performance above target but below maximum, actual funding is between 100%-150%, as determined by the Compensation Committee.(3)For
performance above threshold but below target, actual funding is between 50%-100%, as determined by the Compensation Committee.


Individual Performance Adjustment.Accountability plays an important role in our compensation programs, and individual performance is
an important
factor in determining annual incentives. Each year, our named executive officers receive an individual performance rating based on an evaluation of the executive officer's individual contribution and
performance against his or her individual performance goals for the year and determined through our performance management program. Individual performance goals for 2011 included living our core
values of stewardship, integrity, safety, accountability, and excellence, strengthening the company's balance sheet, executing on the construction of our backlog of pipeline projects and placing
pipeline growth projects in service on time and on budget, continuing to improve our exploration and production cost structure and delivering significant reserve growth with increased oil exposure,
increasing our inventory of low-risk, repeatable drilling operations, pursuing midstream opportunities compatible with our business units, reducing costs, improving our execution
capability, continuing to grow our master limited partnership, leadership training and development initiatives and supporting volunteer efforts in the communities in which we work. Based on the
individual performance rating, an individual performance factor ranging between 0% and 150%, as approved by the Compensation Committee, is assigned to each executive. The Compensation Committee then
uses the individual performance factor (ranging from 0%-150%) to adjust the executive's actual annual cash incentive award.

The
maximum bonus opportunity under the annual incentive program is 225% of the target bonus, which is calculated by taking 150% of the maximum annual incentive bonus based on financial
results times 150% of the maximum individual performance adjustment factor. The range of annual cash incentive bonuses is illustrated as a percentage of base salary for each named executive officer in
the following table. The actual percentage of cash incentive bonuses could be at any level between the minimum and maximum percentages (0%-225%) based on company and individual
performance.

Range of Cash Incentive Bonuses as a Percentage of Base Salary for 2011

Minimum
Threshold
Not Met

Threshold

Target

MaximumDouglas L. Foshee


0
%

60
%

120
%

270
%John R. Sult


0
%

30
%

60
%

135
%Brent J. Smolik


0
%

45
%

90
%

202.50
%James C. Yardley


0
%

37.50
%

75
%

168.75
%D. Mark Leland


0
%

37.50
%

75
%

168.75
%


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Table of Contents

The
potential range of values of the annual cash incentive awards for 2011 performance for each of the named executive officers is reflected in the Grants of Plan-Based
Awards table in the "Estimated Possible Payouts under Non-Equity Incentive Plan Awards" column.

El Paso Performance.In February 2012, the Compensation Committee reviewed the actual performance of our company relative to the
performance goals
that were established for the year. In reviewing our performance relative to the corporate financial goals, the Compensation Committee excluded or adjusted for the impacts of certain items under
pre-approved adjustment categories, including: charges due to the deconsolidation of our Ruby pipeline; debt extinguishment losses associated with the repurchase of approximately
$1.0 billion of our debt in 2011; adjustments to exclude the mark-to-market impact of our derivative positions and include the value of hedge cash settlements; a ceiling
test charge related to capitalized costs in Brazil; commodity price fluctuations in the E&P business unit, which resulted in an unfavorable adjustment to earnings per share, segment EBITDA and
outstanding debt (net of cash); spin-off/merger costs; a non-cash tax benefit on the conversion of Tennessee Gas Pipeline Company to a limited liability company; decision to
develop the company's Eagle Ford shale program without a joint venture partner as well the impact of certain divestitures not contemplated by plan, each of which resulted in adjustments to segment
EBITDA; limitations under the Merger Agreement on our ability to contribute additional pipeline assets to our master limited partnership prior to year end, which resulted in an adjustment to
outstanding debt (net of cash); and actions taken to resolve legacy issues. The Compensation Committee determined that these items were not related to the ongoing operation of El Paso in a manner
consistent with the way the performance goals and ranges were set for compensation-related purposes. Based on these adjustments, the Compensation Committee determined that El Paso achieved the
following adjusted results:



The
Compensation Committee also considered that during 2011, we pursued a number of strategic initiatives designed to significantly increase and accelerate stockholder value that
required maximum performance on behalf of our business units and employees, including the proposed spin-off of our exploration and production business unit, and the subsequent decision to
merge with KMI. In addition to these strategic initiatives, we continued to achieve execution goals, maintain safe and reliable operations and ultimately delivered a significant increase and
acceleration of stockholder value, with TSR for the year of 90.88%. El Paso's 2011 TSR outperformed 99% of the S&P 500 (finishing second out of S&P 500 companies), and finished first
among our peer group. Even prior to the announcement of the proposed merger with KMI in October 2011, our TSR results as of the end of September 2011 placed El Paso in the top quartile of our peer
group (behind only Southern Union Co.) and in the top 5% of the S&P 500. Based on the achievement levels noted above and after considering the Company's TSR results and overall
performance during 2011, the Compensation Committee approved a corporate funding level of 150%, as well as funding levels of 146%, 137%, 146%, and 140% for our shared services, pipeline, exploration
and production and midstream business units, respectively.

Individual Performance.After approving the bonus pool funding levels described above, the Compensation Committee reviewed the
individual performance
of each of our named executive officers, with particular focus on individual accountabilities, business unit performance and efforts in leading initiatives to increase and accelerate the creation of
stockholder value. Based on this review, the Compensation Committee awarded each executive officer an above-target individual performance factor.

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2011 Annual Incentives.Based on the policies described above, the Compensation Committee approved the following annual incentive
bonuses for our
named executive officers.

Annual Cash Incentives
for 2011 Performance

Actual
Incentive Bonus(1)
($)Douglas L. Foshee


2,950,211John R. Sult


690,620Brent J. Smolik


1,206,900James C. Yardley


899,768D. Mark Leland


904,366


(1)Cash
incentive awards for Messrs. Foshee, Smolik, Yardley and Leland for 2011 performance were paid in March 2012. A portion of Mr. Sult's
cash incentive award for 2011 performance was paid at the end of 2011, with the remaining portion paid in March 2012. See "Code Section 280G Mitigation Actions" later in this CD&A for further
details.


Long-Term Incentive Awards

We use our stockholder approved 2005 Omnibus Incentive Compensation Plan, oromnibus
plan, for long-term incentive awards. Under the omnibus plan, the Compensation Committee is the plan administrator with respect to employees subject to
Section 162(m) and Section 16 of the Exchange Act, which includes our named executive officers. The Compensation Committee determines the timing of when the annual grants of restricted
stock and stock options to such executives will occur as well as the terms and restrictions applicable to such grants.

The
Compensation Committee approves the annual grant to our executive officers after the financial results are available for the prior fiscal year and selects a future grant date
(usually several weeks subsequent to the Compensation Committee's action) when the awards will be granted. The Compensation Committee's standard practice is to select the first trading day of the
quarter following the filing of the Annual Report on Form 10-K as the grant date for long-term incentive awards, which historically has been the first trading day of
April. Stock options are granted with an exercise price based upon the average between the high and low selling prices at which our common stock traded on the grant date.

Our
annual long-term incentives have historically been comprised of an approximate 50/50 combination of stock options and restricted stock. However, commencing with the April
2011 grant cycle, the Compensation Committee incorporated performance shares into our equity program, along with traditional stock options and time-vested restricted stock. The performance
shares were designed to pay out on the basis of El Paso's multi-year relative TSR results, with no dividends payable on unvested performance shares. With 2011 as a transition year, the
performance share grant utilized two performance periods, with half of the target grant payout based on El Paso's TSR results over a two year period (2011-2012), and half on TSR results
over a three year period (2011-2013). The committee elected to add performance shares to our equity program to ensure that our compensation program is aligned with best practices in
compensation and governance, to incentivize superior stock performance over a multi-year period and to further align the interests of our named executive officers with our stockholders.

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The
number and kind of equity awards granted in April 2011 to each named executive officer is reflected in the table below.

Annual Grant of
Long-Term Incentive Awards

Name

Stock
Options
(#)

Restricted
Stock
(#)

Performance
Shares
(#)Douglas L. Foshee


377,604


216,413


120,499John R. Sult


108,507


46,399


27,701Brent J. Smolik


108,507


66,828


48,476James C. Yardley


108,507


60,249


48,476D. Mark Leland


108,507


63,712


41,551


Stock
options were granted at target levels and were not adjusted for company or individual performance. In contrast, restricted stock awards were granted based on the level of achievement during 2010
of certain pre-established performance goals. The performance goals that
were used by the Compensation Committee for purposes of determining the number of restricted stock awards granted to our named executive officers in April 2011 included (i) our 2010 annual
corporate financial goals (weighted at 50%) and (ii) El Paso's 2010 relative TSR compared to its peer group of companies (weighted at 50%). During 2010, we had above-target achievement of our
corporate financial goals, together with top quartile TSR performance, which resulted in above-target restricted share grants to our named executive officers. The performance share grants were granted
at target levels, with minor adjustments for individual performance. As described below, we do not expect to make equity grants to our named executive officers in 2012.

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VI.   Other Compensation and Tax Matters

Impact of Merger on Equity Grants and Outstanding Equity Awards

Pursuant to the terms of the Merger Agreement, we will conduct our business in the ordinary course in all material respects, in
substantially the same manner as we conducted business prior to the date of the Merger Agreement, subject to certain conditions and restrictions which include, but are not limited to, our ability to
issue, grant, sell or redeem El Paso capital stock. This limitation precludes us from granting new equity awards under our omnibus plan
without KMI's prior approval. Accordingly, we do not expect to make long-term equity grants to our named executive officers in 2012.

In
addition, all of our named executive officers hold vested and unvested stock options to purchase shares of El Paso common stock, restricted shares and performance shares granted under
our omnibus plan. Pursuant to the terms of the Merger Agreement, immediately prior to the closing of the merger between KMI and El Paso, each outstanding El Paso stock option, restricted share and
performance share will automatically vest. In the case of outstanding performance shares, performance will be deemed to be attained at target. At such time, each outstanding stock option, restricted
share and performance share will be converted into the right to receive, at the election of the holder (which election will apply to all, but not less than all, of such holder's outstanding equity
awards), but subject to pro-ration as set forth in the Merger Agreement, either cash or a mixture of cash and shares of Class P common stock of KMI for all shares subject to such
awards (in the case of stock options, less the aggregate exercise price). Each holder will also receive warrants as part of the merger consideration in respect of such equity awards. Additional
information regarding the treatment of outstanding El Paso equity awards in connection with the proposed merger can be found in the special meeting proxy statement (DEFR14A) filed by El Paso with the
SEC on February 1, 2012, which can be found on our website atwww.elpaso.com.

Retention Plan

Pursuant to the Merger Agreement, El Paso, in consultation with KMI, adopted a retention plan for full-time employees of El
Paso who primarily provide services to EP Energy Corporation, El Paso's exploration and production business unit (the "Retention Plan"). In January 2012, the Compensation Committee approved the
inclusion of Mr. Smolik, EVP and President of EP Energy Corporation ("EP Energy"), in the Retention Plan. Retention bonuses under the Retention Plan are earned in part on the continued
performance of services, in part on the attainment of specified levels of gross sale proceeds in respect of EP Energy business assets sold no later than 12 months after closing of the
transactions contemplated in the Merger Agreement, and in part on the specific time at which such assets are sold. As a participant in the Retention Plan, Mr. Smolik is eligible to earn a
retention bonus in an amount expressed as a percentage interest in a pool, the value of which (as described in this paragraph) depends on the attainment of the level of gross sale proceeds and on the
time at which such assets are sold.

On
February 24, 2012, EP Energy, EP Energy Holding Company and El Paso Brazil, L.L.C., each a direct or indirect wholly-owned subsidiary of El Paso, entered into a purchase and
sale agreement ("PSA") with EPE Acquisition, LLC, a limited liability company affiliated with Apollo Global Management, LLC, Riverstone Holdings LLC, Access Industries, Inc. and
other investors, to sell all of El Paso's exploration and production assets for approximately $7.15 billion, which sale is conditioned upon the closing of the El Paso/KMI merger. Based on the
level of gross sale proceeds contemplated by the PSA, no retention bonus is currently expected to be payable to Mr. Smolik under the Retention Plan in connection with the closing of the sale.

Code Section 280G Mitigation Actions

Under the terms of the Merger Agreement, El Paso and KMI agreed to take certain actions to mitigate any adverse tax consequences
triggered under Code Sections 280G and 4999 in connection with the proposed merger transaction. As part of this mitigation effort, our Compensation Committee elected

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to
accelerate the timing of payment of a portion of Mr. Sult's 2011 bonus, which otherwise would have been paid in March 2012, into the last pay period of 2011. The amount accelerated was
$309,002, which equaled his target bonus opportunity for 2011. The remaining portion of his bonus, $381,618, was paid in March 2012. In addition, the committee elected to accelerate the vesting into
December 2011 of a total of 20,429 restricted shares held by Mr. Sult. Such shares would have otherwise vested, pursuant to their terms in the ordinary course, on April 1, 2012. No other
280G mitigation actions were taken with respect to our named executive officers.

Say-on-Pay Vote

At our annual meeting of stockholders in May 2011, we held our first stockholder advisory vote on the compensation of our named
executive officers (say-on-pay vote). Our stockholders approved the compensation of our named executive officers by a large margin, with over 89% of stockholder votes cast in
favor of the say on pay proposal. As we evaluated our compensation practices throughout 2011, we were mindful of the strong support our stockholders expressed for our compensation program and the
linkage between pay and performance. As a result, our Compensation Committee elected to retain our approach to executive compensation, with an emphasis on compensation that is linked to performance
and the creation of stockholder value.

Code Section 162(m) Considerations

Section 162(m) imposes a limit of $1,000,000 on the amount that we may deduct for federal income tax purposes in any one year
for compensation paid to our CEO and any of our three other highest-paid named executive officers, other than our CFO, who are employed as of the end of the year. However, to the extent
compensation is "performance-based" within the meaning of Section 162(m), the Section's limitations will not apply. Our executive compensation plans, including our omnibus plan, are structured
so that awards such as cash incentive awards, stock options, performance shares and restricted stock may qualify as deductible performance-based compensation. While the Compensation Committee strives
to make awards under our plans that are intended to qualify as performance-based compensation under Section 162(m), it is possible under certain circumstances that some portion of the
compensation paid to our executive officers will not meet the standards of deductibility under Section 162(m). The Compensation Committee reserves the right to award compensation which does not
qualify as performance-based under Section 162(m) if it determines that such awards are necessary to provide a competitive compensation package to attract and retain qualified executive talent.
The annual cash incentive awards, stock options and performance-based restricted stock that were granted to the named executive officers during 2011 were intended to be performance-based within the
meaning of Section 162(m).

Key Executive Severance Protection Plan and Code Section 409A

Each of our named executive officers participates in our Key Executive Severance Protection Plan, which offers severance benefits in
the event of an involuntary/good reason termination of employment following a change in control. The plan provides benefits only upon a double trigger event, meaning both a change in control and an
involuntary/good reason termination of employment must occur to trigger severance obligations. Our merger with KMI will constitute a change in control under the plan. As such, in the event any of our
named executive officers are terminated in connection with or within two years following the change in control, they will be entitled to severance benefits under the plan.

The
Key Executive Severance Protection Plan is subject to Section 409A of the Code. Section 409A of the Code contains a number of limitations on the payment of nonqualified
deferred compensation benefits, which would include cash severance amounts paid under the plan. Among the Section 409A requirements is a six-month delay for payments made to
specified employees of a publicly traded company upon termination of employment. To the extent any of our named executive officers are terminated in

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connection
with the merger between El Paso and KMI, we anticipate the payment of their severance benefits, to the extent applicable, would be delayed for a six-month period from their
termination date in accordance with Section 409A and the terms of the underlying plan.

Stock Ownership

Our Corporate Governance Guidelines impose stock ownership requirements on our executive officers. These stock ownership requirements
are designed to emphasize stock ownership by our executive officers and to further align their interests with our stockholders. These requirements are as follows:

Position



Minimum Aggregate ValueChief Executive Officer


5×base salaryOther Executive Officers


2×base salary


Each
executive officer is required to meet the ownership threshold within five years of election as an executive officer. As of December 31, 2011, each of our named executive
officers' ownership in our common stock exceeded the required ownership thresholds and did so in the requisite time frames.

Margin Trading Prohibition

We have a policy prohibiting executives from hedging their ownership of company stock. Under the policy, executive officers are
prohibited from holding El Paso securities in a margin account or otherwise entering into any pledge arrangement that would permit a third party to
sell the El Paso securities without the executive's consent or knowledge. This prohibition also applies to our non-employee directors.

Compensation Recovery

We adopted a clawback policy in 2005 in connection with the adoption of our omnibus plan. Under our omnibus plan, which provides for
grants of annual cash incentive awards and long-term incentive awards, if it is determined that a participant in the plan knowingly engaged in, or was grossly negligent with respect to,
misconduct that causes us to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws, the participant is required to
reimburse us the amount of any payment in settlement of an award earned or accrued during the 12-month period following the first public issuance or filing, whichever first occurred, of
the financial document that is required to be restated.

In
addition, the Dodd-Frank Wall Street Reform and Consumer Protection Act, which was signed into law on July 21, 2010, imposes a number of new executive
compensation-related requirements on public companies, including a requirement to adopt a clawback policy in conformance with the act (the "Dodd-Frank Clawback"). The SEC is currently in
the process of preparing regulations on the Dodd-Frank Clawback, and once such regulations are finalized, we will comply accordingly. The implementation of the Dodd-Frank
Clawback may require us to amend or modify our current clawback policy.

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COMPENSATION COMMITTEE REPORT

We have prepared this Compensation Committee Report as required by the Securities and Exchange Commission. We have reviewed and
discussed with El Paso's management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K. Based on that review and discussion, we
recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company's annual report on Form 10-K.

COMPENSATION COMMITTEESteven J. Shapiro, Chairman
Juan Carlos Braniff
Thomas R. Hix
Ferrell P. McClean
Robert F. Vagt


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Table of Contents

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table and the narrative text that follows it provide a summary of the compensation earned or paid to our named executive
officers according to applicable SEC regulations. The compensation reflected for each individual was for their services provided in all capacities to us and our subsidiaries.

Summary Compensation Table

Name and Principal Position

Year

Salary
($)

Bonus
($)

Stock
Awards
($)(1)

Option
Awards
($)(1)

Non-Equity
Incentive Plan
Compensation
($)(2)

Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)(3)(4)

All Other
Compensation
($)(5)

Total
($)Douglas L. Foshee

2011


1,093,755




7,287,864


2,767,346


2,950,211


270,041


177,319


14,546,536Chairman, President &

2010


1,068,756




2,489,145


2,320,752


2,100,000


277,670


197,311


8,453,634Chief Executive Officer

2009


1,050,000




1,441,998


1,748,180


1,800,000


191,521


75,203


6,306,902John R. Sult

2011


498,753




1,614,366


795,215


690,620


94,179


58,849


3,751,982Executive Vice President &

2010


441,253




401,476


400,128


500,000


62,373


33,356


1,838,586Chief Financial Officer

2009


345,675




158,508


162,762


300,000


46,755


26,270


1,039,970Brent J. Smolik

2011


595,002




2,563,509


795,215


1,206,900


119,088


83,894


5,363,608Executive Vice President &

2010


576,636




722,650


666,883


1,000,000


118,356


72,049


3,156,574President of EP Energy

2009


566,520




385,023


502,351


1,000,000


57,136


34,724


2,545,754James C. Yardley

2011


541,254




2,443,739


795,215


899,768


247,275


69,191


4,996,442Executive Vice President,

2010


526,257




508,534


666,883


500,000


340,436


58,817


2,600,927Pipeline Group

2009


515,016




490,443


502,351


500,000


487,692


34,279


2,529,781D. Mark Leland

2011


541,254




2,314,372


795,215


904,366


123,045


64,356


4,742,608Executive Vice President &

2010


527,442




615,592


666,883


500,000


135,307


57,235


2,502,459President of Midstream

2009


519,756




405,877


502,351


500,000


134,549


31,829


2,094,362


(1)Amounts
in this column reflect the aggregate grant date fair value of stock awards or option awards, as applicable, granted to each named executive officer
under the Company's 2005 Omnibus Incentive Compensation Plan computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718,
"CompensationStock Compensation" ("FASB ASC Topic 718").(2)The
amount in this column for 2011 reflects each named executive officer's annual cash incentive bonus earned for 2011 performance.(3)The
amount in this column for 2011 reflects the annual change in the actuarial present value of each named executive officer's accumulated pension and
supplemental pension benefits. The change in pension value is generally equal to the difference between the actuarial present value at the end of the year and the beginning of the year. The annual
change in the actuarial present value of Messrs. Foshee's, Sult's, Smolik's, Yardley's and Leland's accumulated pension and supplemental pension benefits for 2011 is $264,222, $93,472,
$118,211, $245,650 and $121,310, respectively.(4)The
amount in this column for 2011 also reflects above-market interest credited to the named executive officers' supplemental Retirement Savings Plan
account balances. During 2011, interest was credited to the balance of each executive officer's supplemental Retirement Savings Plan account balance on a monthly basis at a rate equal to the average
of Moody's Seasoned Aaa Corporate Bond Rate and Moody's Seasoned Baa Corporate Bond Rate, as published by Moody's Investors Services, Inc. It was determined that the rate of interest exceeded
120 percent of the applicable federal long-term rate for each month during 2011. The total amount of the above-market interest credited to Messrs. Foshee's, Sult's, Smolik's,
Yardley's and Leland's supplemental Retirement Savings Plan account balance during 2011 was $5,819, $707, $877, $1,625 and $1,735, respectively.(5)The
compensation reflected in the "All Other Compensation" column for 2011 for each of the named executive officers includes company matching contributions
to our Retirement Savings Plan, supplemental company matching contributions for the Retirement Savings Plan accrued under our 2005 Supplemental Benefits Plan, the incremental cost to El Paso of
personal use of aircraft, annual executive physicals, financial planning assistance and limited tax reimbursements, which are listed in the table immediately below.


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All Other Compensation included in the Summary Compensation Table for 2011

Name

Company
Matching
Contributions
to the
Retirement
Savings
Plan
($)

Supplemental
Company
Matching
Contributions
under the
2005 Supplemental
Benefits
Plan
($)(A)

Personal
Use of
Aircraft
($)(B)

Annual
Executive
Physicals
($)(C)

Financial
Planning
($)(D)

Tax
Reimbursements
($)(E)

Total
($)Douglas L. Foshee


11,025


132,694


10,649





20,000


2,951


177,319John R. Sult


11,025


47,824














58,849Brent J. Smolik


11,025


60,750


11


1,397


10,082


629


83,894James C. Yardley


11,025


35,831


1,058


3,397


17,500


380


69,191D. Mark Leland


11,025


35,831








17,500





64,356


(A)The
compensation reflected in this column for each of the named executive officers for 2011 includes supplemental company matching contributions for the
Retirement Savings Plan which were accrued under the 2005 Supplemental Benefits Plan.(B)The
amount shown in this column for Mr. Foshee for 2011 reflects the incremental cost to El Paso for occasional personal use of private aircraft
leased by El Paso, including certain occasions when his spouse or professional guests accompanied him on business-related flights. The amount shown in this column for Mr. Smolik for 2011
reflects the incremental cost to El Paso for an occasion when his spouse accompanied him on a business-related flight on private aircraft leased by El Paso. As Mr. Smolik was using the leased
aircraft for business purposes, the only incremental cost to El Paso associated with his spouse's travel was a nominal per person segment fee charged by the private carrier to El Paso, which amount is
shown above. The amount shown for Mr. Yardley reflects an occasion when his spouse accompanied him on a business-related flight using a commercial carrier. When the executive officer's use of
leased aircraft or a guest's travel does not meet the IRS's standard for business use, but nevertheless is determined by the company to be business-related, the cost of that travel is imputed as
income to the executive officer and a gross-up payment for taxes is provided. No tax gross-ups are made for flights that are not business-related. Any tax reimbursements with
respect to the imputed income for business-related travel are reflected in the "Tax Reimbursements" column of this table.(C)The
amounts in this column for 2011 reflect the cost to El Paso for executive officer annual physicals.(D)The
amounts in this column for 2011 reflect the cost to El Paso for financial and tax planning assistance provided to the executive officers. This amount is
imputed as income and no tax-gross up is provided. Mr. Sult elected not to receive the financial planning services during 2011.(E)The
amounts in this column for 2011 reflect tax reimbursements associated with imputed income for occasions when the executive's spouse accompanied him on a
business-related flight.


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Grants of Plan-Based Awards

The following table sets forth the range of potential annual cash incentive bonuses for 2011 performance as a dollar amount for each of
the named executive officers, as well as the range of possible payouts on performance share awards granted in 2011, which shares are designed to pay out based solely on El Paso's
multi-year TSR results. The table also sets forth the number of shares of restricted stock and the number of securities underlying stock options awarded during 2011 to the named executive
officers. In satisfaction of applicable SEC regulations, the table further sets forth the date of grant for each restricted stock, performance share and stock option award and the date on which the
Compensation Committee took action to approve the grant of such award. The table also sets forth the per-share exercise price of the stock options granted during 2011, the closing market
price of our common stock on the date of grant of stock options, and the grant date fair market value of the restricted stock, performance shares and stock options awarded during 2011. The restricted
stock, performance shares and stock options in this table were granted under our 2005 Omnibus Incentive Compensation Plan, which provides that the average between the
high and low selling prices at which our common stock traded on the date of grant is used as the exercise price (or strike price) for stock options.

Grants of Plan-Based Awards  During the Year Ended December 31, 2011

All
Other
Option
Awards:
Number
of
Securities
Underlying
Options
(#)(4)All
Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#)(3)





Grant
Date
Fair
Value
of Stock
and
Option
Awards
($)(7)Closing
Market
Price of
Underlying
Securities
on Grant
Date
($/Sh)(6)Estimated Possible Payouts
Under Equity Incentive
Plan Awards(2)

Exercise
or Base
Price
of Option
Awards
($/Sh)(5))Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)Date of
Compensation
Committee
ActionName

Grant
Date

Threshold
Not Met
($)

Threshold
($)

Target
($)

Maximum
($)

Threshold
(#)

Target
(#)

Maximum
(#)Douglas L. FosheeShort-Term Incentive


N/A


N/A




660,002


1,320,005


2,970,011Stock Options


4/1/2011


2/7/2011
























377,604

18.205

18.16


2,767,346Restricted Stock


4/1/2011


2/7/2011





















216,413









3,939,799Performance Shares


4/1/2011


2/7/2011















120,499


240,998












3,348,065John R. SultShort-Term Incentive


N/A


N/A




154,501


309,002


695,255Stock Options


4/1/2011


2/7/2011
























108,507

18.205

18.16


795,215Restricted Stock


4/1/2011


2/7/2011





















46,399









844,694Performance Shares


4/1/2011


2/7/2011















27,701


55,402












769,672Brent J. SmolikShort-Term Incentive


N/A


N/A




270,000


540,000


1,215,000Stock Options


4/1/2011


2/7/2011
























108,507

18.205

18.16


795,215Restricted Stock


4/1/2011


2/7/2011





















66,828









1,216,604Performance Shares


4/1/2011


2/7/2011















48,476


96,952












1,346,906James C. YardleyShort-Term Incentive


N/A


N/A




204,377


408,753


919,694Stock Options


4/1/2011


2/7/2011
























108,507

18.205

18.16


795,215Restricted Stock


4/1/2011


2/7/2011





















60,249









1,096,833Performance Shares


4/1/2011


2/7/2011















48,476


96,952












1,346,906D. Mark LelandShort-Term Incentive


N/A


N/A




204,377


408,753


919,694Stock Options


4/1/2011


2/7/2011
























108,507

18.205

18.16


795,215Restricted Stock


4/1/2011


2/7/2011





















63,712









1,159,877Performance Shares


4/1/2011


2/7/2011















41,551


83,102












1,154,495


(1)These
columns show the potential value of the payout of the annual cash incentive bonuses for 2011 performance for each named executive officer if the
threshold, target and maximum performance levels are achieved. The potential payout is performance-based and driven by company and individual performance. The actual amount of the annual cash
incentive bonuses paid for 2011 performance is shown in the Summary Compensation Table under the "Non-Equity Incentive Plan Compensation" column.(2)These
columns show the potential payout of performance shares granted in 2011 for each named executive officer if the target and maximum performance levels
are achieved. The potential payout is dependent upon El Paso's multi-year TSR performance. No performance shares were paid out during 2011.(3)This
column shows the number of shares of restricted stock granted in 2011 to the named executive officers. The shares vest in three equal annual
installments beginning one year from the date of grant.(4)This
column shows the number of stock options granted in 2011 to the named executive officers. The stock options vest in three equal annual installments
beginning one year from the date of grant.(5)This
column shows the exercise price for the stock options granted during 2011, which was the average between the high and low selling prices at which our
common stock traded on the date of grant.(6)This
column shows the closing market price of a share of our common stock on the date of grant of the stock options.(7)This
column shows the grant date fair value of restricted stock, performance shares and stock options computed in accordance with FASB ASC Topic 718
granted to the named executive officers during 2011.


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The following is a description of material factors necessary to understand the information regarding the stock awards and option awards reflected
in the Grants of Plan-Based Awards table. The awards reflected in the Grants of Plan-Based Awards table are shares of restricted stock, performance shares and
non-qualified stock options to purchase shares of our common stock which were approved by the Compensation Committee and granted to the named executive officers on April 1, 2011.
The equity awards were granted under our 2005 Omnibus Incentive Compensation Plan. The stock options and restricted stock awards granted on April 1, 2011 were made as part of our 2011 annual
grant of long-term incentive awards based on 2010
performance. The performance share awards granted on April 1, 2011 were not based on 2010 performance, but rather were approved by our Compensation Committee and incorporated into our
long-term incentive program as an additional incentive to align the interests of our named executive officers with stockholders. As discussed further in the CD&A, the performance shares
were designed to payout solely on the basis of El Paso's multi-year relative TSR results. With 2011 as a transition year, the performance share grant utilized two performance
periods, with half of the target grant pay out based on El Paso's TSR results over a two-year period (2011-2012), and half on TSR results over a three-year
period (2011-2013). The grant date fair value of performance shares granted on April 1, 2011 that vest over a two-year period was $27.93, and the grant date fair value
of performance shares that vest over a three-year period was $27.64. The grant date fair value per share for the restricted stock awards granted on April 1, 2011 was $18.205. The
grant date fair value per option for the stock options granted on April 1, 2011 was $7.328, computed using a Black-Scholes option-pricing model based on several assumptions. These assumptions
are based on management's best estimate at the time of grant and are listed below, as follows:

Grant Date
04/01/2011Expected Term in Years


6.0Expected Volatility


40
%Expected Dividends


0.5000
%Risk-Free Interest Rate


2.569
%


Restricted stock carries voting and dividend rights.Dividends are paid on restricted stock directly to the holder of the restricted
stock and at the
same rate as other holders of our common stock. Dividends are not paid on unexercised stock options or unvested performance shares. The amount of dividends received during 2011 on shares of unvested
restricted stock granted to the named executive officers is factored into the grant date fair value per share and is not required to be included in the Summary Compensation Table or Grants of
Plan-Based Awards table but is reflected in the table below.

Name

Dividends Received
during 2011 on
Restricted Stock
($)Douglas L. Foshee


18,790John R. Sult


2,755Brent J. Smolik


5,427James C. Yardley


5,016D. Mark Leland


5,106


Restricted
shares and performance shares are subject to forfeiture in the event of a termination of employment. The restrictions will lapse on any unvested shares of restricted stock,
performance shares will vest at target, and any unvested stock options become fully exercisable in the event of an executive's termination of employment without cause or by the executive for "good
reason," if
applicable, within two years following a "change in control" of El Paso. Stock options generally expire ten years from the date of grant. However, stock options are subject to forfeiture and/or
time limitations on exercise in the event of a termination of employment.

Employment Agreements

We do not have employment agreements with our named executive officers.

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Table of Contents

Outstanding Equity Awards

The following table sets forth, on an award-by-award basis, the number of securities underlying unexercised
stock options and the total number and aggregate market value of shares of unvested restricted stock held by the named executive officers as of December 31, 2011. The table also provides the
exercise price and date of expiration of each unexercised stock option.

Outstanding Equity Awards
at December 31, 2011

Option Awards

Stock AwardsNumber of
Shares or
Units of
Stock That
Have Not
Vested
(#)

Market Value
of Shares or
Units of
Stock That
Have Not
Vested
($)(2)

Number of
Unearned Shares,
Units or Other
Rights
That Have Not
Vested
(#)(3)Number of Securities Underlying Unexercised Options at Fiscal Year-End
(#)Option
Exercise
Price
($)(1)Option
Expiration
Date

Market or Payout
of Unearned Shares, Units or Other Rights That Have Not Vested
($)(2)Name

Exercisable

UnexercisableDouglas L. Foshee


1,000,000





7.345


9/02/2013


51,095
(7)

1,357,594


120,499
(11)

3,201,658375,000





7.090


4/01/2014


74,338
(8)

1,975,161403,950





10.685


4/01/2015


149,903
(9)

3,982,923252,722





12.155


4/03/2016


216,413
(10)

5,750,093369,270





14.580


4/02/2017376,950





16.705


4/01/2018403,900


201,950
(4)

6.335


4/01/2019170,589


341,176
(5)

11.070


4/01/2020


377,604
(6)

18.205


4/01/2021John R. Sult


53,667





11.620


10/24/2015


12,089
(9)

321,205


27,701
(11)

736,01619,738





12.155


4/03/2016


46,399
(10)

1,232,82134,380





14.580


4/02/201735,095





16.705


4/01/201837,605


18,802
(4)

6.335


4/01/201929,412


58,823
(5)

11.070


4/01/2020


108,507
(6)

18.205


4/01/2021Brent J. Smolik


106,112





14.580


4/02/2017


13,053
(7)

346,818


48,476
(11)

1,288,007108,319





16.705


4/01/2018


21,617
(8)

574,364116,063


58,032
(4)

6.335


4/01/2019


43,520
(9)

1,156,32649,020


98,039
(5)

11.070


4/01/2020


66,828
(10)

1,775,620


108,507
(6)

18.205


4/01/2021James C. Yardley


48,875





7.090


4/01/2014


17,661
(7)

469,253


48,476
(11)

1,288,00745,462





10.685


4/01/2015


24,436
(8)

649,26525,352





12.155


4/03/2016


30,625
(9)

813,70620,000





14.275


8/16/2016


60,249
(10)

1,600,816106,112





14.580


4/02/2017108,319





16.705


4/01/2018116,063


58,032
(4)

6.335


4/01/201949,020


98,039
(5)

11.070


4/01/2020


108,507
(6)

18.205


4/01/2021D. Mark Leland


53,125





7.090


4/01/2014


14,589
(7)

387,630


41,551
(11)

1,104,01049,080





10.685


4/01/2015


20,301
(8)

539,39850,000





11.990


8/10/2015


37,072
(9)

985,00369,863





12.155


4/03/2016


63,712
(10)

1,692,828106,112





14.580


4/02/2017108,319





16.705


4/01/2018116,063


58,032
(4)

6.335


4/01/201949,020


98,039
(5)

11.070


4/01/2020


108,507
(6)

18.205


4/01/2021


---

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Table of Contents

Option Exercises and Stock Vested Table

The following table sets forth information concerning stock option exercises and vesting of restricted stock during 2011 for each of
the named executive officers. In satisfaction of applicable SEC regulations, the number of securities for which stock options were exercised (if any) and the aggregate dollar value realized upon the
exercise of such stock options is reflected in this table. The number of shares of restricted stock that have vested and the aggregate dollar value realized upon the vesting of such restricted stock
is also reflected. None of the named executive officers exercised stock options during 2011.

Option Exercises and Stock Vested
During Fiscal Year 2011

Option Awards

Stock AwardsName

Number of Shares
Acquired on Exercise
(#)

Value Realized
on Exercise
($)

Number of Shares
Acquired on Vesting
(#)

Value Realized
on Vesting
($)(1)Douglas L. Foshee








172,419


3,138,888John R. Sult








46,745


1,001,861Brent J. Smolik








48,138


876,352James C. Yardley








45,087


820,809D. Mark Leland








47,663


867,705


---

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Table of Contents

Pension Benefits

The following table sets forth information with respect to the pension benefits of each of the named executive officers. El Paso
sponsors a qualified Pension Plan and supplemental benefits plans in which the named executive officers participate. In satisfaction of applicable SEC regulations, this table provides the number of
years of service credited to the named executive officers, the actuarial present value of the named executive officers' accumulated benefits at the earliest unreduced retirement age and the dollar
amount of benefits paid, if any, to a named executive officer under each of the plans during 2011. No pension benefits were paid to the named executive officers during 2011.

Pension Benefits Table

Name

Plan Name

Number of Years
Credited Service
(#)(1)

Present Value of
Accumulated Benefit
($)(2)

Payments During
Last Fiscal Year
($)Douglas L. Foshee

Pension Plan


8


130,635


Supplemental Benefits Plan


1


76,653


2005 Supplemental Benefits Plan


7


1,062,134


John R. Sult

Pension Plan


6


95,353


Supplemental Benefits Plan








2005 Supplemental Benefits Plan


6


184,734


Brent J. Smolik

Pension Plan


5


79,233


Supplemental Benefits Plan








2005 Supplemental Benefits Plan


5


298,632


James C. Yardley

Pension Plan


34


1,347,939


Supplemental Benefits Plan


27


1,798,411


2005 Supplemental Benefits Plan


7





D. Mark Leland

Pension Plan


26


352,930


Supplemental Benefits Plan


19


369,272


2005 Supplemental Benefits Plan


7


62,242





---

The following is a description of material factors necessary to understand the information disclosed above in the Pension Benefits table for each
of the named executive officers. Effective January 1, 1997, we amended our qualified Pension Plan to provide pension benefits under a cash balance plan formula that defines participants'
accrued benefits in terms of a notional cash account balance. Eligible employees become participants in the Pension Plan immediately upon employment and are fully vested in their benefits upon the
earliest of the completion of three years of service or attainment of age 65. At the end of each calendar quarter, participant cash account balances are increased by an interest credit based on the
5-Year U.S. Treasury constant maturity yield, subject to a minimum interest credit of 4 percent per year,

33

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Table of Contents

plus
a pay credit equal to a percentage of salary and bonus. The pay credit percentage is based on the sum of age plus service at the end of the prior calendar year according to the following
schedule:

Age Plus Service

Pay Credit
PercentageLess than 35


4
%35 to 49


5
%50 to 64


6
%65 and over


7
%


Prior
to adopting a cash balance plan on January 1, 1997, we provided pension benefits under a plan that defined monthly benefits based on final average earnings and years of
service (the "Prior Plan"). The Pension Plan provides for a special transition benefit for employees who were participants in the Prior Plan on December 31, 1996. These employees continued to
accrue benefits under the old plan formula (the "Minimum Benefit") through December 31, 2001, or termination, if earlier. The Minimum Benefit is based on years of credited service and the
average of the highest five consecutive years of compensation out of the last ten years, subject to maximum limitations as defined under the Pension Plan. The initial cash account balance was equal to
the present value of the Prior Plan benefit as of December 31, 1996. Upon separation of employment, these participants (including Mr. Leland) will receive the greater of the Minimum
Benefit or a benefit based on their cash account balance.

The
Pension Plan also provides for a special transition benefit for former Sonat Inc. employees who were participants in the Sonat Retirement Plan on December 31, 1999, and
who became active participants in the Pension Plan on January 1, 2000. These participants continued to accrue benefits under the Sonat retirement plan formula (the "Sonat Transition Benefit")
through December 31, 2004, or termination, if earlier. The Sonat Transition Benefit is based on years of credited service and the average of the highest five consecutive years of compensation
out of the last ten years, subject to maximum limitations as defined under the Pension Plan. The initial cash account balance was equal to the present value of the Sonat Retirement Plan benefit as of
December 31, 1999. Upon separation of employment, these participants (including Mr. Yardley) will receive the greater of the Sonat Transition Benefit or a benefit based on their cash
account balance. Additionally, active participants in the Pension Plan on January 1, 2000, who had a Sonat cash account benefit on December 31, 1999, will receive this cash balance
benefit upon their termination of employment.

Amounts
in the Pension Benefits table reported as the actuarial present value of each named executive officer's accumulated benefits are calculated as of December 31, 2011 using
the same assumptions that are used for our pension liability disclosure in Note 13 to our financial statements included in our Form 10-K filed with the SEC on
February 27, 2012. However, the amounts in the Pension Benefits table assume no pre-retirement decrements (i.e., that the named executive officers work and survive to retirement
age) and reflect an age 65 commencement date for Messrs. Foshee, Sult and Smolik, an age 60 commencement date for Mr. Leland, and an age 62 commencement date for Mr. Yardley.

Under
our qualified Pension Plan and applicable Code provisions, for 2011 compensation in excess of $245,000 could not be taken into account and the maximum payable benefit was $195,000.
For 2011, any excess benefits otherwise accruing under our Pension Plan were payable under the 2005 Supplemental Benefits Plan which was adopted effective January 1, 2005 in connection with the
implementation of Section 409A of the Code. The 2005 Supplemental Benefits Plan replaced our prior Supplemental Benefits Plan for benefits accruing after 2004. The benefits that accrue under
the 2005 Supplemental Benefits Plan are supplemental benefits for officers and key management employees (including all of the named executive officers) who could not be paid under our Pension Plan
and/or Retirement Savings Plan due to certain Code limitations. The supplemental pension benefits under the 2005 Supplemental Benefits Plan, when combined with the supplemental pension benefits the
executive is entitled to receive under our prior Supplemental Benefits Plan and the amounts a participant is entitled to receive under the qualified Pension Plan, will be the actuarial equivalent of
the Pension Plan's benefit formula had the limitations of

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Table of Contents

the
Code not been applied. The named executive officers will receive their supplemental pension benefits upon termination of employment in the form of a lump sum payment, except that supplemental
pension benefit payments under the 2005 Supplemental Benefits Plan to certain "specified employees" (including all of the named executive officers), as determined pursuant to Section 409A of
the Code, will be delayed until six months after their termination of employment. The supplemental Retirement Savings Plan benefits under the plan include a credit equal to the amount of
the matching contribution to the Retirement Savings Plan that cannot be made due to Code limitations. See the "Nonqualified Deferred Compensation" table below for additional information regarding the
named executive officers' supplemental Retirement Savings Plan benefits. The management committee of the plans designates who may participate and also administers the plan. In the event of a change in
control of El Paso or in the event of a participant's death, supplemental pension benefits become fully vested and nonforfeitable.

Named Executive Officers Eligible for Early Retirement.Because Mr. Yardley is age 60, he is eligible for early retirement
benefits payable
from the Pension Plan and the Supplemental Benefits Plan. If Mr. Yardley had terminated employment on December 31, 2011 and commenced his benefits as of January 1, 2012, the
present value of his accumulated benefits would have been $1,390,000 for the Pension Plan and $1,860,000 for the Supplemental Benefits Plan (based on the same assumptions used above). Note that these
amounts exceed those shown in the Pension Benefits table for Mr. Yardley because the value of the early retirement benefits is greater at his current age.

Nonqualified Defined Contribution and
Other Nonqualified Deferred Compensation Plans

The following table sets forth information with respect to nonqualified defined contribution plans for each of the named executive
officers as of December 31, 2011. We sponsor a supplemental benefits plan that provides for the crediting of matching contributions that could not be paid under the Retirement Savings Plan due
to Code limitations. We do not sponsor a traditional nonqualified deferred compensation plan that provides for deferrals of base salary and bonuses for executive officers. None of the named executive
officers had withdrawals or distributions of supplemental Retirement Savings Plan benefits during 2011.

Nonqualified Deferred Compensation
as of December 31, 2011

Name

Registrant
Contributions in 2011
($)(1)

Aggregate
Earnings in 2011
($)(2)

Aggregate
Balance at end of 2011
($)(3)Douglas L. Foshee


132,694


38,354


908,666John R. Sult


47,824


4,670


143,031Brent J. Smolik


60,750


5,816


182,289James C. Yardley


35,831


10,714


252,801D. Mark Leland


35,831


11,438


267,234


(1)The
amounts in this column are reported as compensation to the named executive officers in the Summary Compensation Table in the "All Other Compensation"
column as supplemental company matching contributions for the Retirement Savings Plan which were accrued under the 2005 Supplemental Benefits Plan. See footnote 5 to the Summary Compensation Table.(2)Of
the amounts in this column, $5,819 for Mr. Foshee, $707 for Mr. Sult, $877 for Mr. Smolik, $1,625 for Mr. Yardley and $1,735
for Mr. Leland are reported as compensation in the Summary Compensation Table in the "Change in Pension Value and Nonqualified Deferred Compensation Earnings" column. See footnote 4 to the
Summary Compensation Table.


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Table of Contents

(3)Of
the totals in this column, $748,995 for Mr. Foshee, $85,400 for Mr. Sult, $170,426 for Mr. Smolik, $190,087 for Mr. Yardley
and $205,515 for Mr. Leland were reported as compensation in the Summary Compensation Table included in our annual report on Form 10-K or proxy statement for this year and
prior years.


The
following is a description of material factors necessary to understand the information disclosed above in the Nonqualified Deferred Compensation table for each of the named executive
officers. The registrant's contributions reflected in this table include supplemental company matching contributions
for the Retirement Savings Plan which are accrued under our supplemental benefits plans. The supplemental Retirement Savings Plan benefits are excess benefits in the form of company matching
contributions that cannot be made under the Retirement Savings Plan due to Code limitations. During 2011, these excess benefits were credited to each executive's supplemental Retirement Savings Plan
account balance under the 2005 Supplemental Benefits Plan. The plan administrator determines the rate of interest, if any, periodically attributable to the balance of each supplemental Retirement
Savings Plan account. For 2011, interest was credited to the balance of each executive's supplemental Retirement Savings Plan account balance on a monthly basis at a rate equal to the average of
Moody's Seasoned Aaa Corporate Bond Rate and Moody's Seasoned Baa Corporate Bond Rate, as published by Moody's Investors Services, Inc. The balance of each executive's supplemental Retirement Savings
Plan account will be paid upon termination of employment in a lump sum payment except that benefit payments under the 2005 Supplemental Benefits Plan to certain "specified employees" (including all of
the named executive officers), as determined pursuant to Section 409A of the Code, will be delayed until six months after termination.

Potential Payments Upon Termination or Change in Control

The following tables reflect the incremental value of compensation and benefits each named executive officer would receive in the event
of an involuntary termination without cause, retirement, death, disability, termination with cause and a change in control of El Paso relative to a voluntary termination of employment by the
executive. All amounts are based upon amounts payable in the event the termination event occurs as of December 31, 2011, and thus include amounts earned through such time. All amounts are
estimates of the amounts which would be paid to the executive officers upon their termination. The actual amounts to be paid can only be determined at the time of such executive officer's termination.

Potential Payments upon Termination or Change in Control
Assuming Termination Event Occurs
on December 31, 2011

Payments made upon Voluntary Termination

The following table reflects the total value of payments the named executive officers would receive in the event of a voluntary
termination. In the event a named executive officer voluntarily terminates his or her employment, the executive officer is entitled to his or her vested benefits under our Pension Plan and Retirement
Savings Plan (including supplemental benefits). The named executive officer will make an election to commence the qualified component of his or her
pension benefit. Supplemental pension and supplemental Retirement Savings Plan benefits are paid in lump sum. Under our equity compensation plans, unvested restricted stock and stock options are
forfeited in the event of a voluntary termination. Unless stock options expire by their own terms, vested stock options may be exercised for a period of three months.

36

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Table of Contents

Payments made upon Voluntary Termination

Name

Pension Benefits
($)(1)(2)

Supplemental Pension Benefits
($)(2)

Retirement Savings Plan Benefits
($)

Supplemental Retirement Savings Plan Benefits
($)

Continued Medical Benefits
($)(3)

Equity Awards
($)(4)

Total
($)Douglas L. Foshee


126,915


1,106,359


242,657


775,972





55,552,938


57,804,841John R. Sult


92,993


180,161


204,084


95,207





3,062,096


3,634,541Brent J. Smolik


76,609


288,744


271,831


121,539





5,449,195


6,207,918James C. Yardley


1,393,469


1,859,957


1,146,978


216,972


3,093


9,901,320


14,521,789D. Mark Leland


290,813


465,041


552,802


231,403





8,999,781


10,539,840Total




















92,708,929


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Table of Contents

Incremental Payments made upon Involuntary Termination without Cause

The following table reflects the incremental value of enhanced benefits the named executive officers would receive in the event of an
involuntary termination without cause above the compensation and benefits that the executive officer would be entitled to as a result of a voluntary termination, which include a severance payment,
continued medical benefits and the value of restricted stock that vests on a pro-rata basis. El Paso sponsors a Severance Pay Plan that provides benefits to the named executive officers
following an involuntary termination without cause. The Severance Pay Plan is a broad-based employee plan providing severance benefits following a "qualifying termination" for all of our salaried
employees and employees of certain of our subsidiaries, including the named executive officers. A "qualifying termination" is (1) a termination upon the elimination of the participant's
position, or (2) a termination as a result of a reduction in force. The amount of severance pay is based on the individual's years of service and his or her compensation level. The maximum
amount of severance pay is 1X the participant's annual base salary. Severance pay is
paid in a lump sum as soon as administratively practicable following termination. Participants are also entitled to receive continued medical and dental coverage for a period of three months following
termination. Under our equity compensation plans, restricted stock vests on a pro-rata basis and unvested stock options are forfeited in the event of an involuntary termination without
cause. In addition, in the event of an involuntary termination without cause, performance shares vest on a pro-rata basis and are paid upon completion of the performance period based on
the level of performance achieved as of the end of such performance period. Unless they expire by their own terms, vested stock options may be exercised for a period of one year.

Incremental Payments made upon Involuntary Termination without Cause

El Paso Corporation
Severance Pay Plan

Equity AwardsName

Severance
Payment
($)

Continued
Medical Benefits
($)

Stock
Options
($)(1)

Restricted
Stock
($)(2)

Performance
Shares
($)(3)

Total
($)Douglas L. Foshee


1,100,004


2,925





5,681,038


1,334,027


8,117,994John R. Sult


515,004


3,369





422,808


306,675


1,247,856Brent J. Smolik


600,000


3,219





1,641,415


536,670


2,781,304James C. Yardley


545,004


- (4
)










545,004D. Mark Leland


545,004


3,369





1,556,178


460,006


2,564,557Total

















15,256,715


(1)Unvested
stock options are forfeited in the event of an involuntary termination without cause.(2)For
Messrs. Foshee, Sult, Smolik and Leland, this column shows the value of shares of restricted stock that vest on a pro-rata basis in
the event of an involuntary termination without cause calculated using $26.57, the closing price of our common stock on December 31, 2011. The value of Mr. Yardley's shares of restricted
stock that vest on a pro-rata basis are included in the voluntary termination table.(3)For
Messrs. Foshee, Sult, Smolik and Leland, this column shows the value of performance shares that vest on a pro-rata basis in the event
of an involuntary termination without cause based on target level achievement, calculated using $26.57, the closing price of our common stock on December 31, 2011. The value of
Mr. Yardley's performance shares that vest on a pro-rata basis are included in the voluntary termination table.(4)The
value of Mr. Yardley's continued medical benefits is included in the voluntary termination table.


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Incremental Payments made upon Retirement

None of the named executive officers is eligible for retirement except for Mr. Yardley. Participants in our Pension Plan are
eligible for early retirement if they are at least age 55 and have ten years of service. Mr. Yardley is age 60 and eligible for early retirement under our Pension Plan. For Mr. Yardley,
the value of the early retirement pension benefits he would have received in the event he retired as of December 31, 2011, is reflected in the voluntary termination table above. The
commencement of pension benefits before age 65 may result in a participant's monthly qualified pension benefits being reduced to cover the cost of paying the benefits over a longer period of time.
Retirement eligible employees are also entitled to receive continued medical and dental coverage for a period of three months following termination at no cost. In addition, under our equity
compensation plans, restricted stock vests on a pro-rata basis and unvested stock options are forfeited in the event of retirement. In addition, in the event of a qualifying retirement,
performance shares vest on a pro-rata basis and are paid upon completion of the performance period based on
the level of performance achieved as of the end of such performance period. Unless stock options expire by their own terms, vested stock options may be exercised for a period of three years following
retirement.

Incremental Payments made upon Death

The following table reflects the incremental value of enhanced benefits the named executive officers would receive in the event of
death above the compensation and benefits the executive officers are entitled to as a result of a voluntary termination, which include survivor benefit coverage and the value of unvested stock
options, restricted stock and performance shares that become vested. In the event of a named executive officer's death, our Senior Executive Survivor Benefits Plan provides our named executive
officers with survivor benefit coverage in lieu of the coverage provided generally under our group life insurance plan. The amount of benefits provided is 2.5 times the executive officer's annual
salary. Under our equity compensation plan, outstanding stock options become fully vested and exercisable and the restriction periods applicable to shares of restricted stock immediately lapse in the
event of death. In addition, in the event of death, performance shares vest on a pro rata basis based on target. Unless stock options expire by their own terms, the executive officer's beneficiary
would have one year to exercise all vested stock options.

Incremental Payments made upon Death

Equity AwardsSurvivor
Benefit
Coverage
($)Name

Stock
Options
($)(1)

Restricted
Stock
($)(2)

Performance
Shares
($)(3)

Total
($)Douglas L. Foshee


2,750,000


12,533,344


13,065,771


1,334,027


29,683,142John R. Sult


1,288,000


2,199,876


1,554,026


306,675


5,348,577Brent J. Smolik


1,500,000


3,601,543


3,853,128


536,670


9,491,341James C. Yardley(4)


1,363,000


3,601,543


1,903,183





6,867,726D. Mark Leland


1,363,000


3,601,543


3,604,858


460,006


9,029,407Total














60,420,193


(1)This
column shows the value of stock options that become fully vested and exercisable in the event of the death of a named executive officer calculated
using $26.57, the closing price of our common stock on December 31, 2011.(2)This
column shows the value of shares of restricted stock that become fully vested in the event of the death of a named executive officer calculated using
$26.57, the closing price of our common stock on December 31, 2011.


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(3)For
Messrs. Foshee, Sult, Smolik and Leland, this column shows the value of performance shares that vest on a pro-rata basis in the event
of death, calculated using $26.57, the closing price of our common stock on December 31, 2011. The value of Mr. Yardley's performance shares that vest on a pro-rata basis is
included in the payments made upon voluntary termination table above.(4)The
Pension Benefits and Supplemental Pension Benefits payable to Mr. Yardley's beneficiary in the event of his death would be less than the amounts
payable to him upon a Voluntary Termination. In the event of Mr. Yardley's death, his beneficiary would receive $664,227 in Pension Benefits and $809,901 in Supplemental Pension Benefits in
lieu of the Pension Benefits and Supplemental Benefits amounts disclosed under the payments made upon voluntary termination table above.


Incremental Payments made upon Disability

The following table reflects the incremental value of enhanced benefits the named executive officers would receive in the event of
permanent disability above the compensation and benefits the executive officers are entitled to as a result of a voluntary termination, which include disability benefits, the value of unvested stock
options that become fully vested and the value of restricted stock that vests on a pro-rata basis. The named executive officers may elect to receive the disability benefits that are
generally available to all eligible employees under our subsidized health and welfare benefits plan. In the event of a named executive officer's permanent disability, disability income would be
payable on a monthly basis as long as the executive officer qualifies as permanently disabled. For purposes of this table, we have assumed the executive officer is
disabled for a period of one year. The restrictions on outstanding shares of restricted stock lapse on a prorated basis and all stock options become fully vested and exercisable in the event an
executive officer becomes permanently disabled. In addition, in the event of disability, performance shares vest on a pro-rata basis based on target. Unless stock options expire by their
own terms, vested stock options may be exercised for a period of three years following permanent disability.

Incremental Payments made upon Disability

Equity AwardsName

Disability
Income
($)(1)

Stock
Options
($)(2)

Restricted
Stock
($)(3)

Performance
Shares
($)(4)

Total
($)Douglas L. Foshee


300,000


12,533,344


5,681,038


1,334,027


19,848,409John R. Sult


257,502


2,199,876


422,808


306,675


3,186,861Brent J. Smolik


300,000


3,601,543


1,641,415


536,670


6,079,628James C. Yardley


272,502


3,601,543








3,874,045D. Mark Leland


272,502


3,601,543


1,556,178


460,006


5,890,229Total














38,879,172


(1)In
the event of a named executive officer's permanent disability, disability income would be payable on a monthly basis as long as the executive officer
qualifies as permanently disabled. The amounts in this column assume disability income is paid to the executive officer for a period of one year.(2)This
column shows the value of stock options that become fully vested and exercisable in the event of the disability of a named executive officer calculated
using $26.57, the closing price of our common stock on December 31, 2011.(3)For
Messrs. Foshee, Sult, Smolik and Leland, this column shows the value of shares of restricted stock that vest on a pro-rata basis in
the event of disability calculated using $26.57, the closing price of our common stock on December 31, 2011. The value of Mr. Yardley's shares of restricted stock that vest on a
pro-rata basis is included in the voluntary termination table.


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(4)For
Messrs. Foshee, Sult, Smolik and Leland, this column shows the value of performance shares that vest on a pro-rata basis in the event
of disability, calculated using $26.57, the closing price of our common stock on December 31, 2011. The value of Mr. Yardley's performance shares that vest on a pro-rata
basis is included in the voluntary termination table.


Incremental Payments made upon Termination with Cause

In the event a named executive officer is terminated with cause, the named executive officer would not receive any benefits above the
compensation and benefits he or she is entitled to as a result of a voluntary termination. In the event a named executive officer is terminated with cause, the executive officer is entitled to his or
her vested benefits under our Pension Plan and Retirement Savings Plan (including supplemental benefits). The value of these benefits is shown in the voluntary termination table above. Supplemental
pension and supplemental Retirement Savings Plan benefits are paid in lump sum. Under our equity compensation plans, unvested restricted stock, performance shares and vested but unexercised stock
options are forfeited in the event of a termination with cause.

Incremental Payments made upon a Change in Control of El Paso

The following table reflects the incremental value of enhanced benefits the named executive officers would receive in the event of
termination of employment following a change in control of El Paso above the compensation and benefits the executive officers are entitled to as a result of a voluntary termination, which include
benefits under our 2004 Key Executive Severance Protection Plan and the value of stock options and restricted stock that become fully vested. The plan provides severance benefits following an
involuntary/good reason termination of employment within two years of a change in control of El Paso for our executives and certain executives of our subsidiaries designated by our Board or the
Compensation Committee, including all of the named executive officers, and supersedes benefits payable under our Severance Pay Plan (see "Incremental Payments made upon Involuntary Termination without
Cause" above). The benefits of the plan include: (1) a cash severance payment in an amount equal to 3 times the annual base salary and target bonus for Mr. Foshee, and
2 times the annual base salary and target bonus for executive vice presidents and senior vice presidents, including Messrs. Sult, Smolik, Yardley and Leland; (2) a
pro-rated portion of the executive's target bonus for the year in which the termination of employment occurs; (3) continuation of life and health insurance following termination for
a period of 36 months for Mr. Foshee and 24 months for executive vice presidents and senior vice presidents, including Messrs. Sult, Smolik, Yardley and Leland;
(4) a gross-up payment for any federal excise tax imposed on an executive in connection with any payment or distribution made by us or any of our affiliates under the plan or
otherwise; provided that in the event a reduction in payments in respect of the executive of 10 percent or less would cause no excise tax to be payable in respect of that executive, then the
executive would not be entitled to a gross-up payment and payments to the executive would be reduced to the extent necessary so that the payments would not be subject to the excise tax;
and (5) payment of legal fees and expenses incurred by the executive to enforce any rights or benefits under the plan. Supplemental pension benefits also become fully vested and payable to the
executive in the event of a termination of employment following a change in control of El Paso. Under our equity compensation plan, in the event of an involuntary/good reason termination of employment
within two years of a change in control of El Paso, the restriction periods applicable to shares of restricted stock immediately lapse, performance shares vest at target, and all outstanding stock
options become fully vested and exercisable.

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Incremental Payments made upon a Change in Control of El Paso

2004 Key Executive
Severance Protection PlanEquity Awards

Gross-Up
Payment
for
Excise
Taxes
($)(4)Name

Severance
Payment
($)

Bonus
Payment
($)

Continued
Medical
Benefits
($)

Stock
Options
($)(1)

Restricted
Stock
($)(2)

Performance
Shares
($)(3)

Total
($)Douglas L. Foshee


7,260,026


1,320,005


35,361


12,533,344


13,065,771


3,201,658





37,416,165John R. Sult


1,648,013


309,002


27,126


2,199,876


1,554,026


736,016


991,762


7,465,821Brent J. Smolik


2,280,000


540,000


25,926


3,601,543


3,853,128


1,288,007





11,588,604James C. Yardley


1,907,514


408,753


17,865


3,601,543


1,903,183


751,338





8,590,196D. Mark Leland


1,907,514


408,753


27,126


3,601,543


3,604,858


1,104,010





10,653,804Total























75,714,590


(1)This
column shows the value of stock options that become fully vested and exercisable in the event of a change in control of El Paso calculated using
$26.57, the closing price of our common stock on December 31, 2011.(2)This
column shows the value of shares of restricted stock that become fully vested in the event of a change in control of El Paso calculated using $26.57,
the closing price of our common stock on December 31, 2011.(3)This
column shows the value of performance shares that vest at target in the event of a change in control of El Paso calculated using $26.57, the closing
price of our common stock on December 31, 2011.(4)The
amount in this column for Mr. Sult includes a hypothetical gross-up payment for excise taxes.


Benefits are payable for any termination of employment of an executive who participates in the 2004 Key Executive Severance Protection Plan within
two years following the date of a change in control, except where termination is by reason of death, disability, for cause or instituted by the executive other than for "good reason." Good reason
means, as to any executive, the occurrence of any of the following events or conditions following a change in control: (a) a reduction in the executive's status, title, position or
responsibilities; (b) a reduction in the executive's annual base salary; (c) the requirement that the executive's principal place of employment be outside a 50 mile radius of his or her
principal place of employment immediately prior to the change in control; (d) the termination of any material compensation and benefits provided to the executive immediately prior to the change
in control; (e) any material breaches of any provision of the plan; and (f) any termination of the executive's employment for cause which does not comply with the plan. Benefits are not
payable for any termination of employment following a change in control if (i) the termination occurs in connection with the sale, divestiture or other disposition of our designated
subsidiaries, (ii) the purchaser or entity subject to the transaction agrees to provide severance benefits at least equal to the benefits available under the plan, and (iii) the
executive is offered, or accepts, employment with the purchaser or entity subject to the transaction. A "change in control" generally occurs if (i) any person or entity becomes the beneficial
owner of more than 20 percent of our common stock, (ii) a majority of the current members of our Board of Directors or their approved successors cease to be our directors (or, in the
event of a merger, the ultimate parent following the merger), or (iii) a merger, consolidation, or reorganization, our complete liquidation or dissolution, or the sale or disposition of all or
substantially all of our and our subsidiaries' assets (other than a transaction in which the same stockholders before the transaction
own 50 percent of the outstanding common stock after the transaction is complete). The 2004 Key Executive Severance Protection Plan generally may be amended or terminated at any time prior to a
change in control, provided that any amendment or termination that would adversely affect the benefits or protections of any executive under the plan would be null and void as it relates to that
executive if a change in control occurs within one year of the amendment or termination. In addition, any amendment or termination of the plan in connection with, or in anticipation of, a change in
control which actually occurs would be null and void. From and after a change in control, the plan may not be amended in any manner that would adversely affect the benefits or protections provided to
any executive under the plan.

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Compensation Policies and Practices as they Relate to Risk Management

During 2011, the Compensation Committee requested that our Internal Audit function conduct a risk assessment of any changes to our
company's incentive compensation program since the last risk assessment performed by Deloitte in 2010. The focus of the updated risk assessment was on the introduction in 2011 of performance shares
into our equity program, which shares were designed to vest solely on the basis of El Paso's multi-year relative TSR results. In its review, our Internal Audit function concluded that the
incorporation of performance shares into our long-term equity program further reduces the low risk level previously assessed by Deloitte in 2010, by more closely aligning executive awards
with stockholder value over the long term. Based on the analysis performed, the Compensation Committee concluded that our incentive compensation programs do not encourage management to take
unnecessary or excessive risks.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee has neither interlocks nor insider participation.

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DIRECTOR COMPENSATION

Our non-employee directors are compensated for their services on the Board under the 2005 Compensation Plan for
Non-Employee Directors, which is designed to attract and retain highly qualified individuals to serve as members of our Board. All members of the Board are reimbursed for their reasonable
expenses for attending Board functions. As an employee director, Mr. Foshee does not receive any additional compensation for serving on the Board of Directors.

Pursuant
to our 2005 Compensation Plan for Non-Employee Directors, non-employee directors receive an annual retainer of $80,000, $20,000 of which is required to
be paid in deferred shares of our common stock and the remaining $60,000 of which is paid at the election of the director in any combination of cash, deferred cash or deferred shares of common
stock. For any compensation received in deferred shares rather than cash, he or she is credited with deferred shares with a value representing a 25 percent premium to the cash retainer he or
she would otherwise have received. For example, an individual director could receive $60,000 in cash and $25,000 ($20,000 plus a $5,000 premium) in mandatory deferred common stock assuming he or she
elects not to take additional deferred common stock or could receive $100,000 in deferred common stock assuming he or she elects to take the entire retainer in deferred common stock.

Each
non-employee director who chairs a Committee of the Board of Directors receives an additional retainer of $15,000 per year, except for the Chairman of the Audit
Committee who receives an additional retainer of $20,000 per year, which may be paid in the same manner as the annual retainer (with a total up to $18,750, or $25,000 in the case of the Audit
Committee Chairman, if he or she elects to take the entire retainer in deferred common stock). Each member of the Audit Committee, other than the Audit Committee Chairman, receives an additional
amount of $5,000 per year to compensate him or her for the additional meetings required by the Audit Committee, which amount may be paid in the same manner as the annual retainer (with a total of up
to $6,250 if he or she elects to take the entire amount in deferred common stock).

Each
non-employee director also receives an annual long-term equity credit in the form of deferred shares of our common stock (without any premium) equal to the
amount of the annual retainer (currently $80,000). Directors are not entitled to receive their deferred amounts until they cease to be a director of El Paso.

The
Compensation Committee, in consultation with its independent compensation consultant, periodically reviews non-employee director compensation and recommends changes (if
appropriate) to the full Board of Directors based upon competitive market practices. No changes were made to our non-employee director compensation program during 2011.

Lead Director

Mr. Talbert receives the same compensation as other non-employee directors for his service on the Board, plus an
additional retainer of $30,000 per year, which may be paid in the same manner as the annual retainer, to compensate him for the additional time spent on Board matters as Lead Director.

Director Charitable Award Plan  Terminated

The Director Charitable Award Plan was adopted in January 1992 to provide for each eligible director to designate up to four charitable
organizations to receive a maximum of $1,000,000 in the aggregate upon the death of each director participant. A director was eligible to participate after two consecutive years of service on the
Board of Directors. The Director Charitable Award Plan was terminated on December 4, 2003, with respect to any new participants, including current directors that had not served on the Board for
at least two years as of the date the plan was terminated. Messrs. Braniff and Hall (and thirteen former directors) participate in this plan. The reserve for the Director Charitable Award Plan
is combined with

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the
total reserves maintained by our insurance captive and has historically been funded with a combination of investment income and annual premium payments. Directors derive no financial benefit from
this program since all charitable deductions accrue solely to El Paso. No premium payments were made to the plan in 2011, and we do not expect that any premium payments will need to be made in future
years.

Educational Matching Gift Program

Non-employee directors may participate in our Educational Matching Gift Program, which is a broad-based charitable program
available to all full-time employees, as well as Board members. Under the program, we match contributions to eligible colleges, universities and primary and secondary schools up to an
annual maximum of $5,000 per employee or director.

Director Compensation Table

The following table sets forth (1) the aggregate dollar amount of all fees paid in cash or deferred cash to each of our
non-employee directors during 2011 for their services on the Board, (2) the aggregate dollar amount of deferred shares of common stock received by each non-employee
director as part of his or her annual retainer and/or
long-term equity credit, and (3) the value of total compensation that each of our non-employee directors earned during 2011. Our non-employee directors do
not receive stock options or pension benefits.

Director Compensation
for the Year Ended December 31, 2011(1)

Stock Awards
($)(3)Fees Earned or Paid in Cash
($)(2)Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)Deferred
Shares of
Common Stock
for Retainer/
Committee
Chair Fees

Deferred
Shares of
Common Stock
for Long-
Term Equity
CreditName

Annual Board/
Committee
Chair
Cash
Retainer

Option
Awards
($)(4)

All Other
Compensation
($)(5)

Total
($)Juan Carlos Braniff


61,250


25,000


80,000









166,250David W. Crane


60,000


40,000


80,000









180,000Robert W. Goldman


68,750


33,594


80,000









182,344Anthony W. Hall, Jr.


63,750


25,000


80,000









168,750Thomas R. Hix


80,000


25,000


80,000









185,000Ferrell P. McClean


71,250


42,813


80,000






5,000


199,063Timothy J. Probert


60,000


37,000


80,000









177,000Steven J. Shapiro


80,000


45,000


80,000









205,000J. Michael Talbert


105,000


25,000


80,000









210,000Robert F. Vagt


71,250


25,000


80,000









176,250John L. Whitmire


63,750


37,500


80,000









181,250


---

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ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

EQUITY COMPENSATION PLAN INFORMATION TABLE

The following table provides information concerning our equity compensation plans as of December 31, 2011. All shares remaining
available for future issuance under our plans have been approved by our stockholders. The table includes (a) the number of securities to be issued upon exercise of options, warrants and rights
outstanding under our equity compensation plans, (b) the weighted-average exercise price of all outstanding options, warrants and rights, and (c) additional shares available for future
grants under all of our equity compensation plans.

(a)

(b)

(c)Plan Category

Number of Securities
to be Issued upon
Exercise of
Outstanding Options,
Warrants and Rights

Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights

Number of Securities
Remaining Available
for Future Issuance
under Equity
Compensation Plans
(Excluding Securities
Reflected in
Column (a))Equity compensation plans approved by stockholders


21,277,870


11.78


17,257,249
(1)Equity compensation plans not approved by stockholders


1,341,207


12.53



(2)Total


22,619,077





17,257,249


---

Non-stockholder Approved PlansTerminated Plans

Strategic Stock Plan and Omnibus Plan for Management EmployeesTerminated Plans.These equity compensation plans were not approved
by
our stockholders and in each case have been terminated. The Strategic Stock Plan provided for the grant of stock options, stock appreciation rights, limited stock appreciation rights and shares of
restricted stock to non-employee members of our Board of Directors, our officers and key employees and officers and key employees of our subsidiaries primarily in connection with strategic
acquisitions. The Omnibus Plan for Management Employees provided for the grant of stock options, stock appreciation rights, limited stock appreciation rights and shares of restricted stock to our
salaried employees (other than employees covered by a collective bargaining agreement) and salaried employees of our subsidiaries. These plans have been replaced by our 2005 Omnibus Incentive
Compensation Plan. Although these plans have been terminated with respect to new grants, certain stock options remain outstanding under their terms. In the event of a change in control, outstanding
stock options granted under the Strategic Stock Plan and Omnibus Plan for Management Employees become fully exercisable and restrictions placed on restricted stock lapse.

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SECURITY OWNERSHIP OF A CERTAIN BENEFICIAL OWNER AND MANAGEMENT

The following table sets forth information as of April 13, 2012 regarding beneficial ownership of our common stock by each
director, our CEO, our CFO and our other named executive officers in the last fiscal year, our directors and executive officers as a group and each person or entity known by us to own beneficially
more than 5 percent of our outstanding shares of common stock. No family relationship exists between any of our directors or executive officers.

Title of Class

Name of Beneficial Owner

Beneficial Ownership
(Excluding Options)(1)

Stock
Options(2)

Total

Percent
of Class(3)Common Stock

Carl C. Icahn(4)


72,278,743





72,278,743

9.34%c/o Icahn Associates Corp.,767 Fifth Avenue, 47th Floor,New York, NY 10153Common Stock

BlackRock, Inc.(5)
40 East 52nd Street
New York, NY 10022


40,151,646





40,151,646

5.19%Common Stock

Juan Carlos Braniff


137,509
(6)

6,000


143,509

*Common Stock

David W. Crane


28,261





28,261

*Common Stock

Robert W. Goldman


128,826


8,000


136,826

*Common Stock

Anthony W. Hall, Jr.


110,800


6,000


116,800

*Common Stock

Thomas R. Hix


106,124





106,124

*Common Stock

Ferrell P. McClean


96,474
(7)




96,474

*Common Stock

Timothy J. Probert


26,475





26,475

*Common Stock

Steven J. Shapiro


94,667





94,667

*Common Stock

J. Michael Talbert


88,077


8,000


96,077

*Common Stock

Robert F. Vagt


61,324





61,324

*Common Stock

John L. Whitmire


152,645


8,000


160,645

*Common Stock

Douglas L. Foshee


1,316,506


3,850,787


5,167,293

*Common Stock

John R. Sult


151,476


294,279


445,755

*Common Stock

Brent J. Smolik


308,061


522,734


830,795

*Common Stock

James C. Yardley


326,862


662,423


989,285

*Common Stock

D. Mark Leland


361,230


744,802


1,106,032

*Common Stock

Directors and executive officers as a group (20 persons total), including those individuals listed above


4,235,829


7,616,293


11,852,122

1.532%


*Less
than one percent(1)The
directors and executive officers named in the table have sole voting and investment power with respect to shares of our common stock beneficially owned,
except that Mr. Talbert shares with one or more other individuals voting and investment power with respect to 5,000 shares of common stock. This column also includes shares of common stock held
in the El Paso Corporation Benefits Protection Trust (as of April 13, 2012) as a result of deferral elections made by our non-employee directors in accordance with our 2005
Compensation Plan for Non-Employee Directors. These individuals share voting power with the trustee under that plan and receive dividend equivalents on such shares, but do not have the
power to dispose of such shares until such shares are distributed. In addition, some shares of common stock reflected in this column for our executive officers are subject to restrictions. None of the
shares of common stock reflected in this column have been pledged as security.(2)The
directors and executive officers have the right to acquire the shares of common stock reflected in this column within 60 days of April 13,
2012, through the exercise of stock options. Stock options granted under our plans are not subject to execution, attachment or similar process and cannot be transferred, assigned, pledged or
hypothecated in any manner other than by will or by the applicable laws of descent and distribution.(3)Based
on 773,687,685 shares outstanding as of April 13, 2012.(4)According
to a Schedule 13G/A filed on February 14, 2012, as of December 31, 2011, Carl C. Icahn and certain of his affiliates were
deemed to beneficially own 72,278,743 shares of common stock.


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(5)According
to a Schedule 13G/A filed on February 13, 2012, as of December 31, 2011, BlackRock, Inc. was deemed to beneficially
own 40,151,646 shares of common stock.(6)Mr. Braniff's
beneficial ownership excludes 3,500 shares owned by his wife. Mr. Braniff disclaims any beneficial ownership in those
shares.(7)Ms. McClean's
beneficial ownership includes 1,500 shares held by her husband's IRA and 7,475 shares held in a revocable trust.


The following table sets forth, as of April 13, 2012, the number of common units of our master limited partnership, El Paso Pipeline
Partners, L.P., owned by each of our executive officers and directors and all of our executive officers and directors as a group.

Title of Class

Name of Beneficial Owner

Common Units
Beneficially Owned

Percentage of
Common Units
Beneficially Owned(1)Common Units

Juan Carlos Braniff




*Common Units

David W. Crane




*Common Units

Robert W. Goldman


5,534
(2)
*Common Units

Anthony W. Hall, Jr.




*Common Units

Thomas R. Hix


10,000

*Common Units

Ferrell P. McClean


9,000
(3)
*Common Units

Timothy J. Probert




*Common Units

Steven J. Shapiro


6,000

*Common Units

J. Michael Talbert




*Common Units

Robert F. Vagt




*Common Units

John L. Whitmire


25,000

*Common Units

Douglas L. Foshee


25,000

*Common Units

John R. Sult


10,000

*Common Units

Brent J. Smolik


12,500

*Common Units

James C. Yardley


10,000

*Common Units

D. Mark Leland


13,200

*Common Units

Directors and executive officers as a group (20 persons total), including those individuals listed above


139,167

*


*Less
than one percent(1)Based
on 205,698,750 common units outstanding as of April 13, 2012.(2)Mr. Goldman's
beneficial ownership excludes 100 units owned by his son. Mr. Goldman disclaims any beneficial ownership in those units.(3)Ms. McClean's
beneficial ownership includes 1,000 units held by her husband.


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ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Related Person Transactions

Our Board has adopted a written related person transactions policy. The policy defines a related person transaction as one in which El
Paso is a participant, the amount involved equals or exceeds $120,000, and a related person has a direct or indirect material interest. The policy defines a related person as any executive officer,
director or director nominee, person known to be the beneficial owner of 5 percent or more of El Paso's voting securities, immediate family member of any of the foregoing persons, or firm or
corporation in which any of the foregoing persons is employed as an officer, a partner or greater than 10 percent owner.

The
policy includes procedures to review and approve, as necessary, any related person transactions prior to the transaction being entered into, or ratify any related person transactions
that have not been previously approved. Other than certain pre-approved transactions specifically set forth in the policy, any related person transaction involving executive officers or
their immediate family members other than the CEO or the general counsel are referred to the CEO and general counsel for approval. If the CEO and the general counsel cannot agree on the approval or
non-approval of the related person transaction, the transaction will be referred to the Governance & Nominating Committee for approval. Any related person transaction involving the
general counsel and his or her immediate family members will be referred to the CEO for approval. Any related person transaction involving 5 percent stockholders, directors, director nominees
or the CEO and their immediate family members will be referred to the Governance & Nominating Committee for approval. All determinations made by the CEO and the general counsel are reported to
the Governance & Nominating Committee at its next regularly scheduled meeting.

In
determining whether to approve a related person transaction, the CEO, general counsel or Governance & Nominating Committee will consider
whether:



The
policy for approval of related person transactions can be found on our website atwww.elpaso.com.

During
2011, our exploration and production and pipeline business units made payments to certain subsidiaries of Halliburton Company in the amount of $267,763,241. Our director
Timothy J. Probert currently serves as President, Strategy and Corporate Development of Halliburton. The majority of these payments (more than 95 percent of the total spend) were made by
our exploration and production business unit on a competitive bid basis and related to services and supplies that were provided by Halliburton in relation to our drilling operations.

Director Independence

Our Corporate Governance Guidelines require that a majority of our Board of Directors meet the "independence" requirements of the NYSE
listing requirements and at least 75 percent of our Board of Directors must not be from current management. The Board of Directors observes and complies with all criteria for independence
established by the NYSE listing requirements and other governing laws and regulations. The Board of Directors makes its determination of the independence of its members based on

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categorical
standards it has adopted to assist in its assessment of the independence of each director. The categorical standards adopted by the Board of Directors are consistent with the NYSE listing
requirements and provide that a director, in order to be considered independent, must not have a direct or indirect material relationship with us or our management other than as a director. The
standards of independence adopted by the Board are contained in our Corporate Governance Guidelines, which may be found on our website at www.elpaso.com.

The
Board has affirmatively determined that each of our directors, with the exception of our Chairman, President and CEO, Douglas L. Foshee, meets the standards of independence adopted
by the Board and is "independent." In reaching this determination, the Board reviewed each director's commercial and charitable relationships as well as any potential related party transactions and
determined that none of these relationships or transactions affect the independence of the individual directors. Thus, 11 of the 12 El Paso Board members are independent. Further, our Audit,
Compensation, Governance & Nominating, Finance and Health, Safety & Environmental Committees are composed entirely of independent directors.

ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES

Ernst & Young LLP audited our and certain of our subsidiaries' financial statements for fiscal years 2011 and 2010.
Included in the table below are the aggregate fees for professional services rendered to us by Ernst & Young LLP for the years ended December 31, 2011 and 2010.

Principal Accountant Fees and Services

Aggregate fees for professional services rendered to us by Ernst & Young LLP for the years ended December 31, 2011 and
2010 were (in thousands):

December 31, 2011
($)

December 31, 2010
($)Audit


10,030


9,482Audit Related


845


756Tax


241


208Total


11,116


10,446


Audit Feesfor the years ended December 31, 2011 and 2010 were primarily for professional services rendered for the audits of
consolidated financial statements and the audits of internal controls over financial reporting in compliance with Section 404 of the Sarbanes-Oxley Act of 2002 for us and certain subsidiaries;
the review of documents filed with the SEC; consents; the issuance of comfort letters; and certain financial accounting and reporting consultations.

Audit Relatedfees for the years ended December 31, 2011 and 2010 were primarily for professional services rendered for the audits
of our employee benefit plans, subsidiary audits not included in Audit fees above, and other advisory and attest services.

Tax Feesfor the years ended December 31, 2011 and 2010 were for professional services related to tax compliance and tax planning.

Our
Audit Committee has adopted a pre-approval policy for audit and non-audit services. The Audit Committee has considered whether the provision of
non-audit services by Ernst &Young LLP is compatible with maintaining auditor independence and has determined that auditor independence has not been compromised.

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PART IV

ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES





The
Exhibit Index, which index follows the signature page to this report and is hereby incorporated herein by reference, sets forth a list of those exhibits filed herewith, and includes
and identifies management contracts or compensatory plans or arrangements required to be filed as exhibits by Item 601(b)(10)(iii) of Regulation S-K.

The
agreements included as exhibits to this report are intended to provide information regarding their terms and not to provide any other factual or disclosure information about us or
the other parties to the agreements. The agreements may contain representations and warranties by the parties to the agreements, including us, solely for the benefit of the other parties to the
applicable agreements and:



Accordingly,
these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time.

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Undertaking

We hereby undertake, pursuant to Regulation S-K, Item 601(b), paragraph (4)(iii), to furnish to the
Securities and Exchange Commission upon request all constituent instruments defining the rights of holders of our long-term debt and consolidated subsidiaries not filed herewith for the
reason that the total amount of securities authorized under any of such instruments does not exceed 10 percent of our total consolidated assets.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, El Paso Corporation has duly caused
this Amendment No. 1 on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized on the 30th day of April 2012.

EL PASO CORPORATIONBy:

/s/ DOUGLAS L. FOSHEE Douglas L. Foshee President and Chief Executive Officer


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EXHIBIT INDEX  December 31, 2011

Each exhibit identified below is filed as part of this report. Exhibits filed with this Report are designated by "*". All exhibits not
so designated are incorporated herein by reference to a prior filing as indicated. Exhibits designated with a "+" constitute a management contract or compensatory plan or arrangement.

Exhibit Number

Description2.A

Agreement and Plan of Merger, dated as of October 16, 2011, by and among El Paso Corporation, Sirius Holdings Merger Corporation, Sirius Merger Corporation, Kinder Morgan, Inc., Sherpa Merger Sub, Inc. and
Sherpa Acquisition, LLC (Exhibit 2.1 to our Current Report on Form 8-K filed with the SEC on October 18, 2011).2.B

Agreement and Plan of Merger, dated as of October 16, 2011, by and among El Paso Corporation, Sirius Holdings Merger Corporation and Sirius Merger Corporation (Exhibit 2.1 to our Current Report on
Form 8-K filed with the SEC on October 18, 2011).3.A

Second Amended and Restated Certificate of Incorporation (Exhibit 3.A to our Annual Report on Form 10-K for the year ended December 31, 2010, filed with the SEC on February 28, 2011).3.B

By-laws effective as of May 6, 2009 (Exhibit 3.B to our Current Report on Form 8-K filed with the SEC on May 6, 2009).4.A

Indenture dated as of May 10, 1999, by and between El Paso and HSBC Bank USA, National Association (as successor-in-interest to JPMorgan Chase Bank (formerly The Chase Manhattan Bank)), as Trustee
(Exhibit 4.A to our Annual Report on Form 10-K for the year ended December 31, 2010, filed with the SEC on February 28, 2011).4.B

Certificate of Designations of 4.99% Convertible Perpetual Preferred Stock (Exhibit 4.B to our Annual Report on Form 10-K for the year ended December 31, 2010, filed with the SEC on February 28,
2011).4.C

Tenth Supplemental Indenture dated as of December 28, 2005 between El Paso Corporation and HSBC Bank USA, National Association, as trustee, to Indenture dated as of May 10, 1999 (Exhibit 4.C to our
Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on February 27, 2012).4.D

Eleventh Supplemental Indenture dated as of August 31, 2006, between El Paso Corporation and HSBC Bank USA, National Association, as trustee, to Indenture dated as of May 10, 1999 (Exhibit 4.D to our
Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on February 27, 2012).4.E

Twelfth Supplemental Indenture dated as of June 18, 2007 between El Paso Corporation and HSBC Bank USA, National Association, as trustee, to Indenture dated as of May 10, 1999 (Exhibit 4.A to our
Quarterly Report on Form 10-Q for the period ended June 30, 2007, filed with the SEC on August 7, 2007).4.F

Thirteenth Supplemental Indenture dated as of May 30, 2008 between El Paso Corporation and HSBC Bank USA, National Association, as trustee, to Indenture dated as of May 10, 1999 (Exhibit 4 to our
Quarterly Report on Form 10-Q for the period ended June 30, 2008, filed with the SEC on August 8, 2008).


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Exhibit Number

Description4.G

Fourteenth Supplemental Indenture dated as of December 12, 2008 between El Paso Corporation and HSBC Bank USA, National Association, as trustee, to Indenture dated as of May 10, 1999 (Exhibit 4.H to our
Annual Report on Form 10-K for the year ended December 31, 2008, filed with the SEC on March 2, 2009).4.H

Fifteenth Supplemental Indenture dated as of February 9, 2009 between El Paso Corporation and HSBC Bank USA, National Association, as trustee, to Indenture dated as of May 10, 1999 (Exhibit 4.I to our
Annual Report on Form 10-K for the year ended December 31, 2008, filed with the SEC on March 2, 2009).4.I

Sixteenth Supplemental Indenture dated as of September 24, 2010 between El Paso Corporation and HSBC Bank USA, National Association, as trustee, to Indenture dated as of May 10, 1999 (Exhibit 4.A to our
Current Report on Form 8-K filed with the SEC on September 24, 2010).+10.A

1995 Compensation Plan for Non-Employee Directors Amended and Restated effective as of December 4, 2003 (Exhibit 10.A to our Annual Report on Form 10-K for the year ended December 31, 2009, filed
with the SEC on March 1, 2010); Amendment No. 1 effective as of January 1, 2007 to the 1995 Compensation Plan for Non-Employee Directors Amended and Restated effective as of December 4, 2003 (Exhibit 10.A.1 to our Annual
Report on Form 10-K for the year ended December 31, 2007, filed with the SEC on February 28, 2008); Amendment No. 2 effective as of January 1, 2008 to the 1995 Compensation Plan for Non-Employee Directors Amended and Restated
effective as of December 4, 2003 (Exhibit 10.A.1 to our Annual Report on Form 10-K for the year ended December 31, 2008, filed with the SEC on March 2, 2009).+10.B

Stock Option Plan for Non-Employee Directors Amended and Restated effective as of January 20, 1999 (Exhibit 10.B to our Annual Report on Form 10-K for the year ended December 31, 2010, filed with
the SEC on February 28, 2011).+10.B.1

Amendment No. 1 effective as of July 16, 1999 to the Stock Option Plan for Non-Employee Directors (Exhibit 10.B.1 to our Annual Report on Form 10-K for the year ended December 31, 2010, filed
with the SEC on February 28, 2011).+10.B.2

Amendment No. 2 effective as of February 7, 2001 to the Stock Option Plan for Non-Employee Directors (Exhibit 10.B.2 to our Annual Report on Form 10-K for the year ended December 31, 2007,
filed with the SEC on February 28, 2008).+10.B.3

Amendment No. 3 effective as of October 26, 2006 to the Stock Option Plan for Non-Employee Directors (Exhibit 10.B.3 to our Annual Report on Form 10-K for the year ended December 31, 2011,
filed with the SEC on February 27, 2012).+10.C

2001 Stock Option Plan for Non-Employee Directors effective as of January 29, 2001 (Exhibit 10.C to our Annual Report on Form 10-K for the year ended December 31, 2008, filed with the SEC on
March 2, 2009); Amendment No. 1 effective as of February 7, 2001 to the 2001 Stock Option Plan for Non-Employee Directors (Exhibit 10.C.1 to our Annual Report on Form 10-K for the year ended December 31, 2007, filed with
the SEC on February 28, 2008); Amendment No. 2 effective as of December 4, 2003 to the 2001 Stock Option Plan for Non-Employee Directors (Exhibit 10.C.2 to our Annual Report on Form 10-K for the year ended December 31,
2007, filed with the SEC on February 28, 2008).


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Exhibit Number

Description+10.C.1

Amendment No. 3 effective as of October 26, 2006 to the 2001 Stock Option Plan for Non-Employee Directors (Exhibit 10.C.1 to our Annual Report on Form 10-K for the year ended December 31, 2011,
filed with the SEC on February 27, 2012).+10.D

2001 Omnibus Incentive Compensation Plan effective as of January 29, 2001 (Exhibit 10.F. to our Annual Report on Form 10-K for the year ended December 31, 2007, filed with the SEC on
February 28, 2008); Amendment No. 1 effective as of February 7, 2001 to the 2001 Omnibus Incentive Compensation Plan (Exhibit 10.F.1 to our Annual Report on Form 10-K for the year ended December 31, 2007, filed with the
SEC on February 28, 2008); Amendment No. 2 effective as of April 1, 2001 to the 2001 Omnibus Incentive Compensation Plan (Exhibit 10.F.2 to our Annual Report on Form 10-K for the year ended December 31, 2007, filed with
the SEC on February 28, 2008); Amendment No. 3 effective as of July 17, 2002 to the 2001 Omnibus Incentive Compensation Plan (Exhibit 10.F.3 to our Annual Report on Form 10-K for the year ended December 31, 2007, filed
with the SEC on February 28, 2008); Amendment No. 4 effective as of May 1, 2003 to the 2001 Omnibus Incentive Compensation Plan (Exhibit 10.F.4 to our Annual Report on Form 10-K for the year ended December 31, 2008,
filed with the SEC on March 2, 2009); Amendment No. 5 effective as of March 8, 2004 to the 2001 Omnibus Incentive Compensation Plan (Exhibit 10.F.5 to our Annual Report on Form 10-K for the year ended December 31, 2008,
filed with the SEC on March 2, 2009).+10.D.1

Amendment No. 6 effective as of October 26, 2006 to the 2001 Omnibus Incentive Compensation Plan (Exhibit 10.D.1 to our Annual Report on Form 10-K for the year ended December 31, 2011, filed
with the SEC on February 27, 2012).+10.E

Supplemental Benefits Plan Amended and Restated effective December 7, 2001 (Exhibit 10.G to our Annual Report on Form 10-K for the year ended December 31, 2007, filed with the SEC on
February 28, 2008).+10.E.1

Amendment No. 1 effective as of November 7, 2002 to the Supplemental Benefits Plan (Exhibit 10.G.1 to our Annual Report on Form 10-K for the year ended December 31, 2007, filed with the SEC on
February 28, 2008);+10.E.2

Amendment No. 2 effective as of June 1, 2004 to the Supplemental Benefits Plan (Exhibit 10.F.2 to our Annual Report on Form 10-K for the year ended December 31, 2009, filed with the SEC on
March 1, 2010).+10.E.3

Amendment No. 3 effective December 15, 2004 to the Supplemental Benefits Plan (Exhibit 10.F.3 to our Annual Report on Form 10-K for the year ended December 31, 2009, filed with the SEC on
March 1, 2010).+10.E.4

Amendment No. 4 to the Supplemental Benefits Plan effective as of December 31, 2004 (Exhibit 10.E.4 to our Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC
on February 27, 2012).+10.E.5

Amendment No. 5 effective as of January 1, 2007 to the Supplemental Benefits Plan Amended and Restated effective December 7, 2001 (Exhibit 10.G.5 to our Annual Report on Form 10-K for the year
ended December 31, 2007, filed with the SEC on February 28, 2008).+10.F

Senior Executive Survivor Benefit Plan Amended and Restated effective as of August 1, 1998 (Exhibit 10.G to our Annual Report on Form 10-K for the year ended December 31, 2010, filed with the SEC
on February 28, 2011).


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Exhibit Number

Description+10.F.1

Amendment No. 1 effective as of February 7, 2001 to the Senior Executive Survivor Benefit Plan (Exhibit 10.H.1 to our Annual Report on Form 10-K for the year ended December 31, 2007, filed with
the SEC on February 28, 2008).+10.F.2

Amendment No. 2 effective as of October 1, 2002 to the Senior Executive Survivor Benefit Plan (Exhibit 10.H.2 to our Annual Report on Form 10-K for the year ended December 31, 2007, filed with
the SEC on February 28, 2008).+10.G

Key Executive Severance Protection Plan Amended and Restated effective as of August 1, 1998 (Exhibit 10.H to our Annual Report on Form 10-K for the year ended December 31, 2009, filed with the SEC
on March 1, 2010); Amendment No. 1 effective as of February 7, 2001 to the Key Executive Severance Protection Plan (Exhibit 10.I.1 to our Annual Report on Form 10-K for the year ended December 31, 2007, filed with the
SEC on February 28, 2008); Amendment No. 2 effective as of November 7, 2002 to the Key Executive Severance Protection Plan (Exhibit 10.I.2 to our Annual Report on Form 10-K for the year ended December 31, 2007, filed
with the SEC on February 28, 2008); Amendment No. 3 effective as of December 6, 2002 to the Key Executive Severance Protection Plan (Exhibit 10.I.3 to our Annual Report on Form 10-K for the year ended December 31, 2007,
filed with the SEC on February 28, 2008); Amendment No. 4 effective as of September 2, 2003 to the Key Executive Severance Protection Plan (Exhibit 10.I.4 to our Annual Report on Form 10-K for the year ended December 31,
2008, filed with the SEC on March 2, 2009); Amendment No. 5 effective as of January 1, 2007 to the Key Executive Severance Protection Plan Amended and Restated effective as of August 1, 1998 (Exhibit 10.I.5 to our Annual
Report on Form 10-K for the year ended December 31, 2007, filed with the SEC on February 28, 2008).+10.H

2004 Key Executive Severance Protection Plan effective as of March 9, 2004 (Exhibit 10.I to our Annual Report on Form 10-K for the year ended December 31, 2009, filed with the SEC on March 1,
2010); Amendment No. 1 effective as of January 1, 2007 to the 2004 Key Executive Severance Protection Plan effective as of March 9, 2004 (Exhibit 10.J.1 to our Annual Report on Form 10-K for the year ended December 31,
2007, filed with the SEC on February 28, 2008).+10.I

Director Charitable Award Plan Amended and Restated effective as of August 1, 1998 (Exhibit 10.J to our Annual Report on Form 10-K for the year ended December 31, 2009, filed with the SEC on
March 1, 2010); Amendment No. 1 effective as of February 7, 2001 to the Director Charitable Award Plan (Exhibit 10.K.1 to our Annual Report on Form 10-K for the year ended December 31, 2007, filed with the SEC on
February 28, 2008); Amendment No. 2 effective as of December 4, 2003 to the Director Charitable Award Plan (Exhibit 10.J.2 to our Annual Report on Form 10-K for the year ended December 31, 2009, filed with the SEC on
March 1, 2010).


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Exhibit Number

Description+10.J

Strategic Stock Plan Amended and Restated effective as of December 3, 1999 (Exhibit 10.L to our Annual Report on Form 10-K for the year ended December 31, 2007, filed with the SEC on February 28,
2008); Amendment No. 1 effective as of February 7, 2001 to the Strategic Stock Plan (Exhibit 10.L.1 to our Annual Report on Form 10-K for the year ended December 31, 2007, filed with the SEC on February 28, 2008);
Amendment No. 2 effective as of November 7, 2002 to the Strategic Stock Plan (Exhibit 10.L.2 to our Annual Report on Form 10-K for the year ended December 31, 2007, filed with the SEC on February 28, 2008); Amendment
No. 3 effective as of December 6, 2002 to the Strategic Stock Plan (Exhibit 10.L.3 to our Annual Report on Form 10-K for the year ended December 31, 2007, filed with the SEC on February 28, 2008); Amendment No. 4
effective as of January 29, 2003 to the Strategic Stock Plan (Exhibit 10.L.4 to our Annual Report on Form 10-K for the year ended December 31, 2007, filed with the SEC on February 28, 2008).+10.J.1

Amendment No. 5 effective as of October 26, 2006 to the Strategic Stock Plan (Exhibit 10.J.1 to our Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on
February 27, 2012).+10.K

Omnibus Plan for Management Employees Amended and Restated effective as of December 3, 1999 (Exhibit 10.O to our Annual Report on Form 10-K for the year ended December 31, 2007, filed with the SEC
on February 28, 2008); Amendment No. 1 effective as of December 1, 2000 to the Omnibus Plan for Management Employees (Exhibit 10.O.1 to our Annual Report on Form 10-K for the year ended December 31, 2007, filed with the
SEC on February 28, 2008); Amendment No. 2 effective as of February 7, 2001 to the Omnibus Plan for Management Employees (Exhibit 10.O.2 to our Annual Report on Form 10-K for the year ended December 31, 2007, filed with
the SEC on February 28, 2008); Amendment No. 3 effective as of December 7, 2001 to the Omnibus Plan for Management (Exhibit 10.O.3 to our Annual Report on Form 10-K for the year ended December 31, 2007, filed with the
SEC on February 28, 2008); Amendment No. 4 effective as of December 6, 2002 to the Omnibus Plan for Management Employees (Exhibit 10.O.4 to our Annual Report on Form 10-K for the year ended December 31, 2007, filed with
the SEC on February 28, 2008).+10.K.1

Amendment No. 5 effective as of October 26, 2006 to the Omnibus Plan for Management Employees (Exhibit 10.K.1 to our Annual Report on Form 10-K for the year ended December 31, 2011, filed with
the SEC on February 27, 2012).+10.L

Form of Indemnification Agreement of each member of the Board of Directors effective November 7, 2002 or the effective date such director was elected to the Board of Directors, whichever is later
(Exhibit 10.T to our Annual Report on Form 10-K for the year ended December 31, 2008, filed with the SEC on March 2, 2009).+10.M

Form of Indemnification Agreement executed by El Paso for the benefit of each officer and effective the date listed in Schedule A thereto (Exhibit 10.M to our Annual Report on Form 10-K for the year
ended December 31, 2011, filed with the SEC on February 27, 2012).+10.N

Indemnification Agreement executed by El Paso for the benefit of Douglas L. Foshee, effective December 15, 2004 (Exhibit 10.R to our Annual Report on Form 10-K for the year ended December 31, 2009,
filed with the SEC on March 1, 2010).+10.O

El Paso Corporation 2005 Compensation Plan for Non-Employee Directors effective as of May 26, 2005 (Exhibit 10.P to our Annual Report on Form 10-K for the year ended December 31, 2010, filed with
the SEC on February 28, 2011).


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Exhibit Number

Description+10.O.1

Amendment No. 1 to the El Paso Corporation 2005 Compensation Plan for Non-Employee Directors effective as of October 26, 2006 (Exhibit 10.O.1 to our Annual Report on Form 10-K for the year ended
December 31, 2011, filed with the SEC on February 27, 2012).+10.O.2

Amendment No. 2 effective as of January 1, 2007 to the El Paso Corporation 2005 Compensation Plan for Non-Employee Directors effective as of May 26, 2005 (Exhibit 10.Y.1 to our Annual Report on
Form 10-K for the year ended December 31, 2007, filed with the SEC on February 28, 2008).+10.O.3

Amendment No. 3 effective as of January 1, 2008 to the El Paso Corporation 2005 Compensation Plan for Non-Employee Directors effective as of May 26, 2005 (Exhibit 10.Y.1 to our Annual Report on
Form 10-K for the year ended December 31, 2008, filed with the SEC on March 2, 2009).+10.P

El Paso Corporation 2005 Omnibus Incentive Compensation Plan, as amended and restated effective May 19, 2010 (incorporated by reference to Exhibit 10.A to our Current Report on Form 8-K filed with the
SEC on May 20, 2010).+10.Q

Form of stock option and restricted stock award letter under the El Paso Corporation 2005 Omnibus Incentive Compensation Plan, effective as of May 19, 2010 (Exhibit 10.R to our Annual Report on
Form 10-K for the year ended December 31, 2010, filed with the SEC on February 28, 2011); Form of performance share award letter under the El Paso Corporation 2005 Omnibus Incentive Compensation Plan, effective as of May 19, 2010
(Exhibit 10.R.1 to our Annual Report on Form 10-K for the year ended December 31, 2010, filed with the SEC on February 28, 2011).+10.R

2005 Supplemental Benefits Plan effective as of January 1, 2005 (Exhibit 10.S to our Annual Report on Form 10-K for the year ended December 31, 2010, filed with the SEC on February 28, 2011);
Amendment No. 1 effective as of January 1, 2007 to the 2005 Supplemental Benefits Plan effective as of January 1, 2005 (Exhibit 10.BB.1 to our Annual Report on Form 10-K for the year ended December 31, 2007, filed with
the SEC on February 28, 2008); Amendment No. 2 effective as of January 1, 2008 to the 2005 Supplemental Benefits Plan effective as of January 1, 2005 (Exhibit 10.BB.1 to our Annual Report on Form 10-K for the year ended
December 31, 2008, filed with the SEC on March 2, 2009).10.S

Fourth Amended and Restated Credit Agreement dated as of May 27, 2011, among El Paso Corporation, El Paso Natural Gas Company, Tennessee Gas Pipeline Company, as Borrowers, the Lenders party thereto and JPMorgan
Chase Bank, N.A., as Administrative Agent and Collateral Agent for the Lenders (Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on June 3, 2011).10.T

Fourth Amended and Restated Security Agreement dated as of May 27, 2011, among El Paso Corporation, the persons referred to therein as Pipeline Company Borrowers, the persons referred to therein as Subsidiary
Grantors, and JPMorgan Chase Bank, N.A., as Collateral Agent and Depository Bank (Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on June 3, 2011).10.U

Third Amended and Restated Credit Agreement dated as of June 2, 2011, among El Paso Exploration and Production Company and El Paso E&P Company, L.P., as Borrowers and BNP Paribas, as Administrative Agent
(Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on June 8, 2011).


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Exhibit Number

Description10.V

Credit Agreement dated as of May 3, 2010 among Ruby Pipeline, L.L.C, as the Borrower, Société Générale, as the Administrative Agent, Deutsche Bank Trust Company Americas, as the Common
Security Trustee, Construction/Term Loan Lenders, DSRA Issuing Banks, and Revolving Loan Lender/Issuing Bank (Exhibit 10.A to our Current Report on Form 8-K filed with the SEC on May 11, 2010).10.W

Non-Completion Loan Guaranty by El Paso Corporation, as the Guarantor, in favor of Société Générale as the Administrative Agent, dated as of May 3, 2010 (incorporated by reference to
Exhibit 10.B to our Current Report on Form 8-K filed with the SEC on May 11, 2010).10.X

Registration Rights Agreement dated September 24, 2010 (Exhibit 10.A to our Current Report on Form 8-K filed with the SEC on September 24, 2010).10.Y

Voting Agreement, dated as of October 16, 2011, by and among El Paso Corporation, Richard D. Kinder, GS Capital Partners V Fund, L.P., GSCP V Offshore Knight Holdings, L.P., GSCP V Germany Knight
Holdings, L.P., GS Capital Partners V Institutional, L.P., GS Capital Partners VI Fund, L.P., GSCP VI Offshore Knight Holdings, L.P., GSCP VI Germany Knight Holdings, L.P., GS Capital Partners VI Parallel, L.P., Goldman
Sachs KMI Investors, L.P., GSCP KMI Investors, L.P., GSCP KMI Investors Offshore, L.P., GS Infrastructure Knight Holdings, L.P., GS Infrastructure Partners, I, L.P., GS Global Infrastructure Partners I, L.P., Highstar II
Knight Acquisition Sub, L.P., Highstar III Knight Acquisition Sub, L.P., Highstar Knight Partners, L.P., Highstar KMI Blocker LLC, Carlyle Partners IV Knight, L.P., CP IV Coinvestment, L.P., Carlyle Energy Coinvestment
III, L.P., Carlyle/Riverstone Knight Investment Partnership, L.P., C/R Knight Partners, L.P., C/R Energy III Knight Non-U.S. Partnership, L.P., and Riverstone Energy Coinvestment III, L.P. Corporation (Exhibit 10.1 to
our Current Report on Form 8-K filed with the SEC on October 18, 2011).+10.Z

El Paso CorporationEP Energy Employee Retention Plan (Exhibit 10.A to our Current Report on Form 8-K filed with the SEC on January 24, 2012).+10.AA

Form of Tier II-A Participant Award Letter adopted under El Paso CorporationEP Energy Employee Retention Plan (Exhibit 10.B to our Current Report on Form 8-K filed with the SEC on January 24,
2012).12

Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends (Exhibit 12 to our Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on February 27,
2012).21

Subsidiaries of El Paso Corporation (Exhibit 21 to our Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on February 27, 2012).23.A

Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP (Exhibit 23.A to our Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on
February 27, 2012).23.B

Consent of Independent Registered Public Accounting Firm, PricewaterhouseCoopers, LLP (Four Star Oil & Gas Company and Citrus Corp. and Subsidiaries) (Exhibit 23.B to our Annual Report on
Form 10-K for the year ended December 31, 2011, filed with the SEC on February 27, 2012).23.D

Consent of Ryder Scott Company, L.P. (Exhibit 23.D to our Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on February 27, 2012).


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Exhibit Number

Description*31.A

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*31.B

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.A

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Exhibit 32.A to our Annual Report on Form 10-K for the year ended December 31, 2011, filed with
the SEC on February 27, 2012).32.B

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Exhibit 32.B to our Annual Report on Form 10-K for the year ended December 31, 2011, filed with
the SEC on February 27, 2012).99.A

Ryder Scott Company, L.P. reserve report for El Paso Exploration & Production Company and Four Star Oil & Gas Company as of December 31, 2010 (Exhibit 99.A to our Annual Report on
Form 10-K for the year ended December 31, 2011, filed with the SEC on February 27, 2012).


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