exv10ws






Exhibit 10.S




EL PASO CORPORATION




2005 SUPPLEMENTAL BENEFITS PLAN




Effective as of January 1, 2005








 









 








TABLE OF CONTENTS




	 	 	 	 	 

	SECTION 1 PURPOSES
	 	 	1	 
	 
	 	 	 	 
	SECTION 2 DEFINITIONS
	 	 	1	 
	2.1 Beneficiary
	 	 	1	 
	2.2 Board
	 	 	1	 
	2.3 Change in Control
	 	 	1	 
	2.4 Code
	 	 	2	 
	2.5 Company
	 	 	2	 
	2.6 Employer
	 	 	2	 
	2.7 Frozen Plan
	 	 	2	 
	2.8 Management Committee
	 	 	2	 
	2.9 Participant
	 	 	2	 
	2.10 Pension Plan
	 	 	2	 
	2.11 RSP
	 	 	2	 
	2.12 Specified Employee
	 	 	2	 
	2.13 Surviving Spouse
	 	 	3	 
	 
	 	 	 	 
	SECTION 3 ADMINISTRATION
	 	 	3	 
	3.1 Management Committee
	 	 	3	 
	 
	 	 	 	 
	SECTION 4 PARTICIPANTS
	 	 	3	 
	4.1 Participants
	 	 	3	 
	 
	 	 	 	 
	SECTION 5 BENEFITS
	 	 	4	 
	5.1 Supplemental Pension Benefits
	 	 	4	 
	5.2 Supplemental RSP Benefits
	 	 	4	 
	5.3 Other Supplemental Benefits
	 	 	5	 
	5.4 Time and Manner of Payment
	 	 	6	 
	5.5 Determination of Supplemental Pension Benefit Payments
	 	 	6	 
	 
	 	 	 	 
	SECTION 6 GENERAL PROVISIONS
	 	 	7	 
	6.1 Unfunded Obligation
	 	 	7	 
	6.2 Discretionary Investment by Company
	 	 	7	 
	6.3 Incapacity of Participant, Surviving Spouse or Beneficiary
	 	 	7	 
	6.4 Nonassignment
	 	 	8	 
	6.5 No Right to Continued Employment
	 	 	8	 
	6.6 Withholding Taxes
	 	 	8	 
	6.7 Termination and Amendment
	 	 	8	 
	6.8 ERISA Exemption
	 	 	9	 
	6.9 Applicable Law
	 	 	9	 






					
	 
	El Paso Corporation 

2005 Supplemental Benefits Plan
	 	 
	 	Table of Contents






- i -









 






EL PASO CORPORATION

2005 SUPPLEMENTAL BENEFITS PLAN




SECTION 1 PURPOSES




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



SECTION 2 DEFINITIONS




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



2.1 Beneficiary




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



          (a) spouse at date of death,




          (b) descendants, per stirpes,




          (c) parents,




          (d) brothers and sisters,




          (e) estate.




2.2 Board




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



2.3 Change in Control




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



      





			
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2005 Supplemental Benefits Plan
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2.4 Code




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



2.5 Company




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



2.6 Employer




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



2.7 Frozen Plan




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



2.8 Management Committee




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



2.9 Participant




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



2.10 Pension Plan




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



2.11 RSP




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



2.12 Specified Employee




     “Specified Employee” means any Participant who meets the definition of a “key employee” of El
Paso Corporation, as defined in section 416(i) of the Code without regard to section 416(i)(5), at
any time during the 12-month period ending on an identification date determined by the Management Committee in accordance with Section



      




			
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2005 Supplemental Benefits Plan
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409A of the Code and any regulations issued thereunder. If a Participant is a Specified Employee as of any
such identification date, the Participant shall be deemed a Specified Employee for the 12-month
period beginning on the first day of the fourth month following such identification date.




2.13 Surviving Spouse




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



SECTION 3 ADMINISTRATION




3.1 Management Committee




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



SECTION 4 PARTICIPANTS




4.1 Participants




     The Management Committee shall determine and designate the officers and key management
employees of an Employer who are eligible to become Participants and receive benefits under the
Plan. Each Participant must be a selected management or highly compensated employee, or entitled
to qualified plan benefits in excess of the Code Section 415 limitations on benefits. A
Participant who is not a selected management or highly compensated employee shall be eligible only
for the benefits described in Sections 5.1(a) and 5.2(a).



      




			
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2005 Supplemental Benefits Plan
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SECTION 5 BENEFITS




5.1 Supplemental Pension Benefits




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




     (a) without regard to the limitations of Section 415 of the Code (including, without
limitation, the maximum benefit payable under Section 415(b)(1), the actuarial reduction
for early retirement of Section 415(b)(2)(C), the reduction for limited service or
participation of Section 415(b)(5) and the combined limits of Section 415(e)),




     (b) by including in the Participant’s compensation during the period for which the
Pension Plan benefits are computed, to the extent not already done so under the Pension
Plan, any amount that has not been taken into account due to the limitations of Section
401(a)(17) of the Code or due to a reduction of compensation that has occurred pursuant to
an election of the Participant under Section 125 or Section 401(k) of the Code, and




     (c) by taking into account any service granted to the Participant and any benefit
formula adjustments required by an employment contract;




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



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



5.2 Supplemental RSP Benefits




     Upon termination of employment of a Participant, the Company shall pay or cause to be paid to
such Participant (or his or her Beneficiary in the case of his or her death) supplemental RSP
benefits calculated as described below. The Company shall
periodically determine the amount of any additional Employer matching contributions







			
	 
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2005 Supplemental Benefits Plan
	 	Page 4






 









 





that would have been credited to a Participant’s account under the RSP on and after January 1, 2005 if his or her
current election of Participant contributions had been given effect and no adjustment of such
contributions had occurred due to:





     (a) the maximum dollar limit under Code Section 415(c)(1)(A) on RSP annual additions,




     (b) the maximum limit under Code Section 401(a)(17) on the compensation taken into
account under the RSP, and




     (c) any further reductions in the compensation taken into account under the RSP as a
result of any deferrals of compensation elected by the Participant pursuant to Section 125
or Section 401(k) of the Code.



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



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



5.3 Other Supplemental Benefits




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



5.4 Time and Manner of Payment




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






			
	 
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2005 Supplemental Benefits Plan
	 	Page 5






 









 






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



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



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



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



5.5 Determination of Supplemental Pension Benefit Payments




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



SECTION 6 GENERAL PROVISIONS




6.1 Unfunded Obligation




     The supplemental benefits to be paid to Participants and/or their Surviving Spouses and
Beneficiaries pursuant to this Plan are unfunded obligations of the Company, and shall, until
actual payment, continue to be part of the general funds of the






			
	 
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2005 Supplemental Benefits Plan
	 	Page 6






 









 





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




6.2 Discretionary Investment by Company




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



6.3 Incapacity of Participant, Surviving Spouse or Beneficiary




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



6.4 Nonassignment




     The right of a Participant or his or her Surviving Spouse or Beneficiary to the payment of any
amounts under the Plan may not be assigned, transferred, pledged or encumbered nor shall such right
or other interests be subject to attachment, garnishment,




			
	 
	El Paso Corporation

2005 Supplemental Benefits Plan
	 	Page 7






 









 





execution or other legal process, except that any right of a Participant or Beneficiary to the payment of any amounts under the Plan may be
waived, released or otherwise relinquished by a Participant to enable such Participant to receive
similar benefits under another plan or program maintained by the Company.




6.5 No Right to Continued Employment




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



6.6 Withholding Taxes




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



6.7 Termination and Amendment




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



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



     (c) The Plan is intended to be administered, operated and construed in compliance with Section
409A of the Code and any guidance issued thereunder. Notwithstanding this or any other provision
of the Plan to the contrary, the Board, the Compensation Committee and the Management Committee may
amend the Plan in any manner, or take any other action, that any of them determines, in its sole
discretion, is necessary, appropriate or advisable to cause the Plan to comply with Section 409A
and any guidance issued thereunder, including, without limitation, amendments or other actions that
reduce the accruals of Participants under the Plan or otherwise impair the rights of Participants
hereunder. Any such action, once taken, shall be deemed to be



			
	 
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2005 Supplemental Benefits Plan
	 	Page 8






 









 





effective from the earliest date necessary to avoid a violation of Section 409A and shall be final, binding and conclusive on all
Participants and other individuals having or claiming any right or interest under the Plan.




6.8 ERISA Exemption




     The portion of this Plan providing benefits in excess of the limitations of Section 415 of the
Code is intended to qualify for exemption from the Employee Retirement Income Security Act of 1974
(“ERISA”) as an unfunded excess benefit plan under Sections 3(36) and 4(b)(5) of ERISA. The
portion of this Plan providing benefits in excess of the limitation of Section 401(a)(17) of the
Code and other supplemental benefits is intended to qualify for exemption from Parts II, III and IV
of ERISA as a plan maintained primarily for the purpose of providing deferred compensation for a
select group of management or highly compensated employees under Sections 201(2), 301(a)(3) and
401(a)(1) of ERISA.



6.9 Applicable Law




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




			
	 
	El Paso Corporation

2005 Supplemental Benefits Plan
	 	Page 9






 









 






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



	 	 	 	 	 
	 	EL PASO CORPORATION

 	 
	 	By:  	/s/ Susan B. Ortenstone
 	 
	 	 	Susan B. Ortenstone 	 
	 	 	Senior Vice President

Human Resources 	 
	 



	 	 	 	 	 
	ATTEST:

 	 
	By:  	/s/ David L. Siddall
 	 
	 	David L. Siddall 	 
	 	Title:  	Corporate Secretary 	 
	 


Execcomp/plans/supplemental benefits plan




			
	 
	El Paso Corporation

2005 Supplemental Benefits Plan
	 	Page 10