Exhibit 10.GINDEMNIFICATION AGREEMENT     This Indemnification Agreement (this “Agreement”) is made and delivered this               day of                   ,      , (the “Effective Date”) by El Paso Corporation (the “Company”), to and for thebenefit of                     (“Participant”).RECITALS     WHEREAS, in order to induce Participant to continue as an officer of the Company (an“Officer”) and/or in the capacity of a fiduciary under certain of the Company’s employee benefitplans (a “Fiduciary”), the Company is executing and delivering to Participant this IndemnificationAgreement.     NOW, THEREFORE, in consideration of the foregoing, the mutual covenants contained herein, andfor other good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the Company hereby agrees as follows:**SECTION 1.****Right To Indemnification**     If Participant is made a party or is threatened to be made a party to or is involved (including,without limitation, as a witness) in any actual or threatened action, suit or proceeding, whethercivil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of thefact that he is or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciary, is or wasserving as an officer, director, employee or agent of any subsidiary of the Company (or otherwiseis or was serving at the request of the Company including service with respect to any employeebenefit plan), whether the basis of such proceeding is alleged action in an official capacity as anOfficer or Fiduciary or in any other capacity while serving as an Officer and/or Fiduciary, heshall be indemnified and held harmless by the Company to the fullest extent permitted by theGeneral Corporation Law of the State of Delaware, as the same exists or may hereafter be amended(but, in the case of any such amendment, only to the extent that such amendment permits the Companyto provide broader indemnification rights than said law permitted the Company to provide prior tosuch amendment), or by other applicable law as then in effect, against all expense, liability andloss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts tobe paid in settlement) actually and reasonably incurred or suffered by him in connection therewithand such indemnification shall continue after Participant has ceased to be an Officer and/or aFiduciary and shall inure to the benefit of Participant’s heirs, executors and administrators;provided, however, that except as provided in Section 2 of this Agreement with respect toproceedings seeking to enforce rights to indemnification or to advancement of expenses**,**the Companyshall be required to indemnify Participant in connection with a proceeding (or part thereof)initiated by Participant only if such proceeding (or part thereof) was authorized by the Board ofDirectors of the Company (the “Board”). The right to indemnification conferred in this Agreementshall include the right to be paid by the corporation the reasonable expenses (including attorneys’fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an“advancement of expenses”); further provided, however, that, if the General Corporation Law of theState of
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Delaware requires, an advancement of expenses incurred by Participant in his capacity as anOfficer and/or a Fiduciary (and not in any other capacity in which service was or is rendered byParticipant while an Officer and/or a Fiduciary, including, without limitation, service to anemployee benefit plan) shall be made only upon delivery to the Company of an undertaking, ifpermitted by Federal Law, by or on behalf of Participant, to repay all amounts so advanced if itshall ultimately be determined that he is not entitled to be indemnified under this Agreement, orotherwise, and provided further that except as provided in Section 2 of this Agreement with respectto proceedings seeking to enforce rights to indemnification or an advancement of expenses, theCompany shall be required to advance expenses to Participant in connection with a proceedinginitiated by him only if 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 (following thefinal disposition of the proceeding) within sixty (60) days after a written claim has been receivedby the Company, except in the case of a claim for an advancement of expenses, in which case finaldisposition of the proceeding is not required and 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 against anyexpense, 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
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of the provisions of this Agreement and may create a trust fund, grant a security interest oruse other means (including, without limitation, a letter of credit) to ensure the payment of suchamounts as may be necessary to effect indemnification as provided in this Agreement. To the extentthe Company maintains an insurance policy or policies providing directors’, officers’ andfiduciaries liability insurance, Participant shall be covered by such policy or policies, inaccordance with its or their terms, to the maximum extent of the coverage available for any Companydirector, officer or fiduciary.**SECTION 5. Change of Control**(a)       “Change in Control” shall mean the occurrence of any of the following:(I)       An acquisition (other than directly from the Company) of any voting securities of theCompany (the “Voting Securities”) by any “Person” (as the term “person” is used for purposesof Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “ExchangeAct”)), immediately after which such Person has “Beneficial Ownership” (within the meaningof Rule 13d-3 promulgated under the Exchange Act) of more than twenty percent (20%) of (1)the then-outstanding shares of common stock of the Company (or any other securities intowhich such shares of common stock are changed or for which such shares of common stock areexchanged) (the “Shares”) or (2) the combined voting power of the Company’s then-outstandingVoting Securities; provided, however, that in determining whether a Change inControl has occurred pursuant to this paragraph (I), the acquisition of Shares or VotingSecurities in a “Non-Control Acquisition” (as hereinafter defined) shall not constitute aChange in Control. A “Non-Control Acquisition” shall mean an acquisition by (i) an employeebenefit plan (or a trust forming a part thereof) maintained by (A) the Company or (B) anycorporation or other Person the majority of the voting power, voting equity securities orequity interest of which is owned, directly or indirectly, by the Company (for purposes ofthis definition, a “Related Entity”), (ii) the Company or any Related Entity, or (iii) anyPerson in connection with a “Non-Control Transaction” (as hereinafter defined);(II)       The individuals who, as of the Effective Date, are members of the board of directors ofthe Company (the “Incumbent Board”), cease for any reason to constitute at least a majorityof the members of the board of directors of the Company or, following a Merger (ashereinafter defined), the board of directors of (x) the corporation resulting from suchMerger (the “Surviving Corporation”), if fifty percent (50%) or more of the combined votingpower of the then-outstanding voting securities of the Surviving Corporation is notBeneficially Owned, directly or indirectly, by another Person (a “Parent Corporation”) or(y) if there is one or more than one Parent Corporation, the ultimate Parent Corporation;provided, however, that, if the election, or nomination for election by theCompany’s common stockholders, of any new director was approved by a vote of at leasttwo-thirds of the Incumbent Board, such new director shall, for purposes of the Plan, beconsidered a member of the Incumbent Board; and provided, further,however, that no individual shall be considered a member of the Incumbent Board ifsuch individual initially assumed office as a result of an actual or threatened solicitation of
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proxies or consents by or on behalfof a Person other than the board of directors of the Company (a “Proxy Contest”), includingby reason of any agreement intended to avoid or settle any Proxy Contest; or(III)       The consummation of:                     (i)       A merger, consolidation or reorganization (1) with or into the Company or (2) inwhich securities of the Companyare issued (a “Merger”), unless such Merger is a“Non-Control Transaction.” A “Non-Control Transaction” shall mean a Merger in which:         (A)       the stockholders of the Company immediately before such Merger own directlyor indirectly immediately following such Merger at least fifty percent (50%) of thecombined voting power of the outstanding voting securities of (x) the SurvivingCorporation, if there is no Parent Corporation or (y) if there is one or more thanone Parent Corporation, the ultimate Parent Corporation;         (B)       the individuals who were members of the Incumbent Board immediately priorto the execution of the agreement providing for such Merger constitute at least amajority of the members of the board of directors of (x) the Surviving Corporation,if there is no Parent Corporation, or (y) if there is one or more than one ParentCorporation, the ultimate Parent Corporation; and         (C)       no Person other than (1) the Company, (2) any Related Entity, or (3) anyemployee benefit plan (or any trust forming a part thereof) that, immediately priorto the Merger, was maintained by the Company or any Related Entity, or (4) anyPerson who, immediately prior to the Merger had Beneficial Ownership of twentypercent (20%) or more of the then outstanding Shares or Voting Securities, hasBeneficial Ownership, directly or indirectly, of twenty percent (20%) or more of thecombined voting power of the outstanding voting securities or common stock of (x)the Surviving Corporation, if fifty percent (50%) or more of the combined votingpower of the then outstanding voting securities of the Surviving Corporation is notBeneficially Owned, directly or indirectly by a Parent Corporation, or (y) if thereis one or more than one Parent Corporation, the ultimate Parent Corporation;                     (ii)       A complete liquidation or dissolution of the Company; or                     (iii)       The sale or other disposition of all or substantially all of the assets of theCompany and its subsidiaries taken as awhole to any Person (other than (x) a transfer to aRelated Entity, (y) a transfer under conditions that would constitute a Non-ControlTransaction, with the disposition of assets being regarded as a Merger for this purpose or(z) the distribution to the Company’s stockholders of the stock of a Related Entity or anyother assets).Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solelybecause any Person (the “Subject Person”) acquired Beneficial Ownership of more than
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the permitted amount of the then outstanding Shares or Voting Securities as a result of theacquisition of Shares or Voting Securities by the Company which, by reducing the number ofShares or Voting Securities then outstanding, increases the proportional number of sharesBeneficially Owned by the Subject Persons; provided, that if a Change in Controlwould occur (but for the operation of this sentence) as a result of the acquisition ofShares or Voting Securities by the Company and, after such share acquisition by the Company,the Subject Person becomes the Beneficial Owner of any additional Shares or VotingSecurities and such Beneficial Ownership increases the percentage of the then outstandingShares or Voting Securities Beneficially Owned by the Subject Person, then a Change inControl shall occur.     (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.     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
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execution of such documents necessary to enable the Company effectively to bring suit to enforcesuch 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 of the defensethereof shall be at the expense of Participant unless (i) the employment of counsel by Participanthas been authorized by the Company, (ii) Participant shall have reasonably concluded that there maybe a conflict of interest between the Company and Participant in the conduct of the defense of suchproceeding or (iii) the Company shall not in fact have employed counsel to assume the defense ofsuch proceeding, in each of which cases the fees and expenses of counsel shall be at the expense ofthe Company. The Company shall not be entitled to assume the defense of any proceeding brought byor on behalf of the Company or as to which Participant shall have made the conclusion provided forin 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.
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**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 an Officer and/or a Fiduciary and inagreeing to undertake and in undertaking his responsibilities, duties and services to and for theCompany in connection 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.     Executed as an instrument under seal as of the day and year first above written.       EL PASO CORPORATION       By:         Name: Douglas L. Foshee  Title: President & Chief Executive Officer  Hereunto duly authorized
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**Schedule A****OFFICER INDEMNIFICATION AGREEMENTS****Effective August 4, 2005**Stephen C. BeasleyJames J. ClearyGregory G. GruberDavid M. LelandDaniel B. MartinGene T. WaguespackJames C. Yardley