exv10wr






EXHIBIT 10.R









PERSONAL AND CONFIDENTIAL




Dear                     ,




     This award letter is to inform you of your annual long-term equity award. This grant is
designed to align your interests and efforts with the long-term interests of the company’s
stockholders, and to provide you with a direct incentive to achieve the company’s strategic and
financial goals. This grant is subject to all terms and conditions of the El Paso Corporation 2005
Omnibus Incentive Compensation Plan, as amended and restated (the “Plan”), the summary (prospectus)
of the Plan and the provisions of this letter. The Plan summary is available via the El Paso
Intranet at the following address:



[prospectus link]




Restricted Stock




     Your restricted stock grant of                      shares of EP common stock vests over a period of
time. Provided you remain continuously employed within the El Paso organization until such dates,
one-third of the restricted stock will vest and the restrictions will lapse on                     , one-third
on                     , and the remaining one-third on                     .



     If you voluntarily terminate your employment, or in the event you are terminated for cause,
all unvested shares of restricted stock will be forfeited. Please refer to the Plan summary for
further information regarding the effect of a termination of employment upon the shares of
restricted stock that have been granted to you.



     Generally, the restrictions mean that the shares of restricted stock may not be sold,
transferred, or used as collateral until the end of the vesting period. During the restriction
period, or vesting period, however, you may vote your shares and receive any dividends and
distributions on those shares. Your restricted stock will be held in an account at Computershare
Trust Company, N.A., EP’s stock transfer agent. At the end of the vesting period, unrestricted
stock (net of the number of whole shares required to be withheld to satisfy applicable payroll
withholding taxes) will be credited to your account at Morgan Stanley Smith Barney (MSSB).
Thereafter, the remaining shares of stock are yours to keep or sell, subject to any insider trading
restrictions.



     Unless you make an election under Section 83(b) of the Internal Revenue Code at the date of
grant, you will be taxed on the value of the shares when the restrictions lapse. Dividends you
receive during the restriction period will be taxed as compensation. Your holding period for
capital gain purposes begins when the shares become taxable to you. Please consult with your
personal tax advisor with respect to your particular situation.



Stock Options




     A grant of non-qualified stock options for                      shares of EP common stock, at an exercise
price of $                     per share, the FMV on the date of grant, was awarded to you                     . Provided you
remain continuously employed within the El Paso organization until such dates, one-third of the
award will vest and become exercisable on                     , one-third on                     , and the remaining
one-third on                     . Thereafter, the options may be exercised, in whole or in part, through
                    .



     Subject to applicable restrictions under the Company’s Insider Trading Policy, if you
voluntarily terminate your employment with the Company, you will be able to exercise your vested
options for up to three months following termination unless such options expire sooner by their own
terms. Please refer to the Plan summary for further information regarding the effect of a
termination of employment upon the stock options that have been granted to you.



     Currently, cashless stock option exercises must be made through MSSB. If this is your first
grant, you will receive an email/packet from MSSB in the next few weeks that explains the program
features. You may also call MSSB at 1-800-367-4777 during market hours to exercise any of your
vested options. You can access your stock option and restricted stock information on-line at
https://www.benefitaccess.com. Regular exercises (exercise and hold) of stock options should still
be done through the Corporate Secretary’s office. Please call Alan Bishop at (713) 420-5429 or
Marguerite Woung-Chapman at (713) 420-4018 to obtain the necessary forms.



     Pursuant to the terms of the Plan, if you knowingly engage in, or are grossly negligent with
respect to, misconduct that causes El Paso to prepare an accounting restatement due to material
noncompliance with any financial reporting requirement under the securities laws, you will be
required to reimburse El Paso the amount of any payment in settlement of an award granted to you
under the Plan and earned 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.



     If you disagree with any of the terms of this award or choose not to accept this
award, please contact Alan Bishop at 713-420-5429> within 30 days of the grant date. Otherwise,
you will be deemed to have accepted this award under the terms and conditions set forth in this
award letter and the Plan.



     If you have any questions regarding this grant, please give me a call.



	 	 	 	 	 
	 	Sincerely,