Participant while a Director, including, without limitation, service to an employee benefitplan) shall be made only upon delivery to the Company of an undertaking, if permitted by FederalLaw, by or on behalf of Participant, to repay all amounts so advanced if it shall ultimately bedetermined that he is not entitled to be indemnified under this Agreement, or otherwise, andprovided further that except as provided in Section 2 of this Agreement with respect to proceedingsseeking to enforce rights to indemnification or an advancement of expenses, the Company shall berequired to advance expenses to Participant in connection with a proceeding initiated by him onlyif such proceeding was authorized by the Board.**SECTION 2.****Right To Bring Suit**     If a claim under Section 1 of this Agreement is not paid in full by the Company within sixty(60) days after a written claim has been received by the Company, except in the case of a claim foran advancement of expenses, in which case the applicable period shall be twenty (20) days,Participant may at any time thereafter bring suit against the Company to recover the unpaid amountof the claim and, to the extent successful in whole or in material part, Participant shall beentitled to be paid the expense of prosecuting such suit. Participant shall be presumed to beentitled to indemnification under this Agreement upon submission of a written claim (and, in anaction brought to enforce a claim for an advancement of expenses, where the required undertaking,if any is required, has been tendered to the Company), and thereafter the Company shall have theburden of proof to overcome the presumption that Participant is not so entitled. Neither thefailure of the Company (including its Board, independent legal counsel, or its stockholders), tohave made a determination prior to the commencement of such suit that indemnification ofParticipant is proper in the circumstances, nor an actual determination by the Company (includingits Board, independent legal counsel or its stockholders) that Participant is not entitled toindemnification, shall be a defense to the suit or create a presumption that Participant is not soentitled.**SECTION 3.****Nonexclusivity of Rights**     The rights to indemnification and to the advancement of expenses conferred in this Agreementare in addition to and shall not be exclusive of any other right Participant may have or hereafteracquire under any statute, provision of the Restated Certificate of Incorporation of the Company orits By-laws, or under any other plan, program, arrangement, agreement, vote of stockholders ordisinterested Directors or otherwise.**SECTION 4.****Insurance, Contracts and Funding**     The Company may maintain insurance, at its expense, to protect itself and Participant againstany expense, liability or loss, whether or not the Company would have the power to indemnifyParticipant against such expense, liability or loss under the General Corporation Law of the Stateof Delaware. The Company may enter into contracts with Participant in furtherance of theprovisions of this Agreement and may create a trust fund, grant a security interest or use othermeans (including, without limitation, a letter of credit) to ensure the payment of such amounts asmay be necessary to effect indemnification as provided in this Agreement. To the extent theCompany maintains an insurance policy or policies providing directors’ and officers’
 

 
liability insurance, Participant shall be covered by such policy or policies, in accordancewith its or their terms, to the maximum extent of the coverage available for any Company directoror officer.**SECTION 5.****Change of Control**     (a) A “Change in Control” of the Company shall be deemed to have occurred if (i) any “person”(as such term is used in Section 12(d) and 14(d) of the Securities Exchange Act of 1934, asamended), other than a trustee or other fiduciary holding securities under an employee benefit planof the Company or a corporation owned directly or indirectly by the stockholders of the Company insubstantially the same proportions as their ownership of stock of the Company, is or becomes the“beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securitiesof the Company representing 20% or more of the total voting power represented by the Company’s thenoutstanding voting securities, or (ii) during any period of two consecutive years, individuals whoat the beginning of such period constitute the Board of Directors of the Company and any newdirector whose election by the Board of Directors or nomination for election by the Company’sstockholders was approved by a vote of at least a majority of the directors then still in officewho either were directors at the beginning of the period or whose election or nomination forelection was previously so approved, cease for any reason to constitute a majority thereof, or(iii) the stockholders of the Company approve a merger or consolidation of the Company with anyother corporation, other than a merger or consolidation which would result in the voting securitiesof the Company outstanding immediately prior thereto continuing to represent (either by remainingoutstanding or by being converted into voting securities of the surviving entity) at least 80% ofthe total voting power represented by the voting securities of the Company or such surviving entityoutstanding immediately after such merger or consolidation, or the stockholders of the Companyapprove a plan of complete liquidation of the Company or an agreement for the sale or dispositionby the Company of all or substantially all the Company’s assets.     (b) Change in Control of the Company. The Company agrees that if there is a Change inControl of the Company, then with respect to all matters thereafter arising concerning the rightsof Participant to indemnity payments and expense advances under this Agreement, any otheragreements, the Restated Certificate of Incorporation or the By-laws now or hereafter in effectrelating to a proceeding, the Company shall seek legal advice only from special independent counselselected by Participant and approved by the Company (which approval shall not be unreasonablywithheld), and who has not otherwise performed services for the Company (other than in connectionwith such matters) or Participant. In the event that Participant and the Company are unable toagree on the selection of the special independent counsel, such special independent counsel shallbe selected by lot from among at least five law firms in New York City, New York or Houston, Texasselected by Participant, each having no less than 50 partners. Such selection shall be made in thepresence of Participant (and his legal counsel or either of them, as Participant may elect). Suchspecial independent counsel, among other things, shall determine whether and to what extent theParticipant would be permitted to be indemnified under applicable law and shall render its writtenopinion to the Company and Participant to such effect.
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     The Company agrees to pay the reasonable fees of the special independent counsel referred toabove and to fully indemnify such counsel against any and all expenses (including attorneys’ fees),claims, liabilities and damages arising out of or relating to this Agreement or its engagementpursuant hereto.**SECTION 6.****No Modification**     No supplement, modification or amendment of this Agreement shall be binding unless executed inwriting by both of the parties hereto. No waiver of any of the provisions of this Agreement shallbe deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) norshall such waiver constitute a continuing waiver. Any waiver to this agreement shall be inwriting.**SECTION 7.****Subrogation**     In the event of payment under this Agreement, the Company shall be subrogated to the extent ofsuch payment to all of the rights of recovery of Participant, who shall execute all papers requiredand shall do everything that may be necessary to secure such rights, including the execution ofsuch documents necessary to enable the Company effectively to bring suit to enforce such rights.**SECTION 8.****No Duplication of Payments**     The Company shall not be liable under this Agreement to make any payment in connection withany proceeding against Participant to the extent Participant has otherwise actually receivedpayment (under any insurance policy or otherwise) of the amounts otherwise indemnifiable hereunder.**SECTION 9.****Notification and Defense of Proceedings**     Participant agrees that he will use all reasonable efforts to notify the Company promptlyafter receipt by Participant of notice of the commencement of any proceeding if he anticipates thata request for indemnification in respect thereof is to be made against the Company under thisAgreement; but failure to so notify the Company will not relieve the Company from anyindemnification or other obligation or liability which it may have to Participant. With respect toany such proceeding as to which Participant notifies the Company of the commencement thereof:     (a) the Company will be entitled to participate therein at its own expense; and     (b) except as otherwise provided below, to the extent that it may wish, the Company jointlywith any other indemnifying party similarly notified will be entitled to assume the defensethereof, with counsel satisfactory to Participant. After notice from the Company to Participant ofits election to assume the defense thereof, the Company will not be liable to Participant underthis Agreement for any legal or other expenses subsequently incurred by Participant in connectionwith the defense thereof other than reasonable costs of investigation or as otherwise providedbelow. Participant shall have the right to employ its counsel in such proceeding, but the fees andexpenses of such counsel incurred after notice from the Company of its assumption
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of the defense thereof shall be at the expense of Participant unless (i) the employment of counselby Participant has been authorized by the Company, (ii) Participant shall have reasonably concludedthat there may be a conflict of interest between the Company and Participant in the conduct of thedefense of such proceeding or (iii) the Company shall not in fact have employed counsel to assumethe defense of such proceeding, in each of which cases the fees and expenses of counsel shall be atthe expense of the Company. The Company shall not be entitled to assume the defense of anyproceeding brought by or on behalf of the Company or as to which Participant shall have made theconclusion provided for in clause (ii) of this subsection 9(b).     (c) The Company shall not be liable to indemnify Participant under this Agreement for anyamounts paid in settlement of any proceeding effected by Participant without the Company’s priorwritten consent. The Company shall not settle any proceeding in any manner which would impose anypenalty or limitation on Participant without Participant’s prior written consent. Neither theCompany nor Participant will unreasonably withhold their consent to any proposed settlement.**SECTION 10.****No Presumptions**     For purposes of this Agreement, the termination of any proceeding against Participant byjudgment, order, settlement (whether with or without court approval) or conviction, or upon a pleaof nolo contendere, or its equivalent, shall not create a presumption that Participant did not meetany particular standard of conduct or have any particular belief or that a court has determinedthat indemnification is not permitted by applicable law. In addition, neither the failure of theCompany to have made a determination as to whether Participant has met any particular standard ofconduct or had any particular belief, nor an actual determination by the Company that Participanthas not met such standard of conduct or did not have such belief, prior to the commencement oflegal proceedings by Participant to secure a judicial determination that Participant should beindemnified under applicable law shall be a defense to Participant’s claim for indemnification orcreate a presumption that Participant has not met any particular standard of conduct or did nothave any particular belief.**SECTION 11.****Acknowledgment of Reliance**     The Company acknowledges that Participant is relying on this Agreement and the promises andagreements of the Company herein in continuing his service as a Director and in agreeing toundertake and in undertaking his responsibilities, duties and services to and for the Company inconnection therewith.**SECTION 12.****Miscellaneous**     This Agreement shall be governed by and construed in accordance with the laws of the State ofDelaware. Each provision hereof is intended to be severable and the invalidity or illegality ofany portion of this Agreement shall not affect the validity or legality of the remainder.
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     Executed as an instrument under seal as of the day and year first above written.         EL PASO CORPORATION           By:             Name: David E. Zerhusen    Title: Executive Vice President    Hereunto duly authorized     By:             Name: Ronald L. Kuehn, Jr.    Title: Lead Director      Board of Directors    Hereunto duly authorized  EXECCOMP/INDEMNIFICATION AGREEMENTS- 6 -