exv10wg







	 	 	 	 	 



EXHIBIT 10.G




EL PASO ENERGY CORPORATION




SENIOR EXECUTIVE SURVIVOR

BENEFIT PLAN



AMENDED AND RESTATED EFFECTIVE AS OF AUGUST 1, 1998



 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 

	ARTICLE I

	 	NAME AND PURPOSE
	 	 	1	 
	     1.1

	 	Name of the Plan
	 	 	1	 
	     1.2

	 	Purpose
	 	 	1	 
	     1.3

	 	Scope of the Plan
	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE II

	 	ADMINISTRATION
	 	 	1	 
	     2.1

	 	Administrator
	 	 	1	 
	     2.2

	 	The Administrator’s Powers and Duties
	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE III

	 	PARTICIPATION
	 	 	2	 
	     3.1

	 	Participation in the Plan
	 	 	2	 
	 
	 	 	 	 	 	 
	ARTICLE IV

	 	SURVIVOR’S BENEFIT	 	 	3	 
	     4.1

	 	Pre-Retirement Survivor’s Benefit
	 	 	3	 
	     4.2

	 	Cash-Out of Retirement Survivor’s Benefit
	 	 	3	 
	     4.3

	 	Annual Salary
	 	 	3	 
	     4.4

	 	No Duplicate Coverage
	 	 	3	 
	 
	 	 	 	 	 	 
	ARTICLE V

	 	PAYMENT OF BENEFITS
	 	 	4	 
	     5.1

	 	Payment of Survivor’s Benefit
	 	 	4	 
	     5.2

	 	Beneficiary
	 	 	4	 
	     5.3

	 	Proof of Death or Disability
	 	 	4	 
	     5.4

	 	Payment to Person Under a Disability
	 	 	4	 
	     5.5

	 	Duration of Coverage
	 	 	5	 
	 

	 	     (a) Active Employment
	 	 	5	 
	 

	 	     (b) Disability
	 	 	5	 
	 

	 	     (c) All Other Terminations
	 	 	5	 
	     5.6

	 	Payment by the Company
	 	 	5	 
	 
	 	 	 	 	 	 
	ARTICLE VI

	 	FUNDING THE PLAN
	 	 	5	 
	     6.1

	 	Unfunded Obligation
	 	 	5	 
	     6.2.

	 	Individual Policies of Insurance
	 	 	6	 
	 
	 	 	 	 	 	 
	ARTICLE VII

	 	MISCELLANEOUS
	 	 	6	 
	     7.1

	 	Non-Assignability
	 	 	6	 
	     7.2

	 	Claims Procedure
	 	 	6	 
	     7.3

	 	Liability of Administrator
	 	 	7	 
	     7.4

	 	Adoption of Plan
	 	 	7	 
	     7.5

	 	Amendments, Suspension or Termination
	 	 	7	 
	     7.6

	 	Applicable State Law
	 	 	7	 
	     7.7

	 	No Guarantee of Employment
	 	 	7	 
	     7.8

	 	No Examination or Accounting
	 	 	8	 
	     7.9

	 	Other Terms and Conditions
	 	 	8	 
	     7.10

	 	Effective Date of Plan
	 	 	8	 






	 	 	 

	El Paso Energy Corporation 

Senior Executive Survivor Benefit Plan

	 	Table of Contents






-i-









 






EL PASO ENERGY CORPORATION

SENIOR EXECUTIVE SURVIVOR BENEFIT PLAN

AMENDED AND RESTATED EFFECTIVE AS OF AUGUST 1, 1998




ARTICLE I NAME AND PURPOSE




	1.1	 	NAME OF THE PLAN





          The name of the Plan is the “El Paso Energy Corporation Senior
Executive Survivor Benefit Plan.”





	1.2	 	PURPOSE





          The purpose of the Plan is to provide survivor benefits for certain
senior executives of El Paso Energy Corporation (the “Company”) and its
designated subsidiaries to secure the good will, loyalty and efficiency of the
covered executives, and to attract and retain in the employ of the Company
persons of outstanding competence.





	1.3	 	SCOPE OF THE PLAN





          The Plan is intended to be an unfunded or an insured welfare plan
maintained by the Company for the purpose of providing benefits for a select
group of management employees who are highly compensated, pursuant to Section
104(a)(3) of the Employee Retirement Income Security Act of 1974 (ERISA) and
Labor Department regulation Section 2520.104-24 thereunder, or any statutory or
regulatory provisions that may hereafter replace such sections. No Participant
shall be required or permitted to make contributions to the Plan.




ARTICLE II ADMINISTRATION





	2.1	 	ADMINISTRATOR





          The Executive Vice President-Human Resources of the Company or the
officer holding a position of comparable responsibilities shall be the
administrator (the “Administrator”) of the Plan.





	2.2	 	THE ADMINISTRATOR’S POWERS AND DUTIES





          The Administrator shall have such powers and duties as may be
necessary to discharge his functions hereunder including, but not limited to,
the following:





     (a) to make such rules and regulations as may be required to
carry out the provisions of the Plan or to facilitate the operations
of the Plan;



	 	 	 

	El Paso Energy Corporation 

Senior Executive Survivor Benefit Plan

	 	Page 1






 









 







     (b) to construe and interpret the Plan, to decide all
questions of eligibility and to determine the amount, manner and time
of payment of any benefits hereunder;




     (c) to make a determination as to the right of any person to
a benefit;




     (d) to obtain from the Company and from Participants such
information as shall be necessary for the proper administration of the
Plan and, when appropriate, to furnish such information to other
persons entitled thereto;




     (e) to purchase group term or individual policies of life
insurance covering the Participants to fund the obligation of the
Company pursuant to the terms of this Plan;




     (f) to authorize one or more agents to make any payment on
behalf of the Company, to appoint agents and clerks, and to employ
such professional services, including legal, medical, accounting and
actuarial, as may be required in carrying out the provisions of the
Plan; and




     (g) to keep all such books of account, records and other
data as may be necessary for the proper administration of the Plan.



     All determinations and actions by the Administrator pursuant to the
terms of the Plan and any rules or regulations thereunder shall be binding upon
all Participants and their Beneficiaries.




ARTICLE III PARTICIPATION





	3.1	 	PARTICIPATION IN THE PLAN





          Executives of the Company and its subsidiaries who possess an employee
classification of level D or higher will be eligible to participate in the Plan
(the “Participants”). Generally, Participants will be the Chairman of the
Board, President and Chief Executive officer, the Vice Chairman and the Senior
Officers of the Company and certain of its operating subsidiaries reporting
directly to them who have the principal responsibility for the management,
direction and success of the Company as a whole or particular business unit
thereof. However, the Administrator may, at his discretion and solely for
purposes of determining eligibility to be a Participant, adjust an employee’s
level classification to ensure that level classifications are determined in a
uniform manner among the Company and its subsidiaries. Any participant in the
Burlington Resources Inc. Senior Executive Survivor Benefit Plan (“BRI Plan”)
on the day immediately preceding the effective date of this Plan, who is an
employee of the Company, shall become a Participant of this Plan on the
effective date and shall immediately cease participation in the BRI Plan.




	 	 	 

	El Paso Energy Corporation 

Senior Executive Survivor Benefit Plan

	 	Page 2






 









 






ARTICLE IV SURVIVOR’S BENEFIT





	4.1	 	PRE-RETIREMENT SURVIVOR’S BENEFIT





          If a Participant dies while employed by the Company or a subsidiary,
the Company shall pay to the Participant’s Beneficiary a monthly survivor’s
benefit (“Survivor’s Benefit”) for 30 months. The monthly payment shall be
calculated as follows:





          (a) the amount necessary to pay, after payment of Federal
income tax, (i) two and one-half times the Participant’s Annual Salary
less (ii) the amount of any Cash-Out that the Participant previously
received (as described in Section 4.2), and less (iii) $50,000, which
may be paid as a group life insurance benefit;




          (b) divided by thirty.


In calculating the amount by which the Survivor’s Benefit will be increased to
adjust for Federal income tax, the highest applicable marginal rate for the
year in which the payments begin shall be assumed to apply, and the Beneficiary
shall be assumed to pay tax on the complete benefit in the year monthly
payments commence, rather than upon receipt of each monthly payment when such
amounts are actually taxable. If the amount so calculated is zero or less, no
payment shall be made to the Participant’s Beneficiary under this Plan.





	4.2	 	CASH-OUT OF RETIREMENT SURVIVOR’S BENEFIT





          Each executive who was a participant on December 1, 1988, in the BRI
Plan has received the actuarial present value of the Retirement Survivor’s
Benefit offered by the BRI Plan prior to December 1, 1988 (the “Cash-out”). No
further Retirement Survivor’s Benefit shall be paid by this Plan.





	4.3	 	ANNUAL SALARY





          For purposes of this Plan, a Participant’s Annual Salary shall mean
the annual salary being paid to him by the Company or subsidiary at the time of
his death, including amounts contributed by his employer on behalf of the
Participant to a deferred compensation plan, or any salary reduction plan
meeting the requirements of Section 401(k) of the Internal Revenue Code of
1986, as amended, and the regulations promulgated thereunder from time to time,
or any statutory provision that may hereafter replace such section, but
excluding payments to the Participant under any stock option, employee stock
ownership, bonus, performance share unit, or other incentive plans or extra,
vacation, or added compensation or benefits of any kind or nature.





	4.4	 	NO DUPLICATE COVERAGE





          Participants in this Plan shall not be eligible to receive life
insurance benefits under any group term life insurance policies (other than
travel and accident policies) which are purchased by the Company or its
subsidiaries to cover employees who are not eligible to participate in this
Plan.




	 	 	 

	El Paso Energy Corporation 

Senior Executive Survivor Benefit Plan

	 	Page 3






 









 






ARTICLE V PAYMENT OF BENEFITS





	5.1	 	PAYMENT OF SURVIVOR’S BENEFIT





          The Survivor’s Benefit shall be paid commencing on the first day of
the month following the Participant’s death, or as soon thereafter as is
practicable, in thirty monthly installments. The unpaid balance of the
Survivor’s Benefit shall not bear interest. The Administrator may, in his sole
discretion, arrange for a lump sum payment to the Participant’s Beneficiary of
the unpaid balance of the Survivor’s Benefit, commuted to a present value based
on a reasonable discount rate to be determined by the Administrator.





	5.2	 	BENEFICIARY





          The Beneficiary shall be the person or persons designated from time to
time by a Participant, upon a form made available by the Administrator for such
purpose or in such form satisfactory to the Administrator, to receive
distributions from this Plan in the event of the Participant’s death. Any such
person or persons designated by the Participant under the BRI Plan shall be the
Beneficiary under this Plan until such designation is revoked or changed. In
the event that no such designation shall have been made or the person so
designated shall have predeceased the Participant or shall have died before the
Benefit has been fully paid, the remaining balance of such Benefit shall be
paid in equal shares to the first surviving class of the following classes of
preference beneficiaries: (a) the Participant’s spouse, (b) the Participant’s
surviving children, (c) the Participant’s parents, (d) the Participant’s
surviving brothers and sisters, or (e) the Participant’s executor or
administrator. A Participant may at any time change his beneficiary designation
by filing prior to such Participant’s death, written notice of such change with
the Administrator in the manner set forth in this Section 5.2.





	5.3	 	PROOF OF DEATH OR DISABILITY





          The Administrator may require proof of death or permanent disability
of a Participant and evidence of the right of a Beneficiary to receive a
Benefit of a deceased Participant.





	5.4	 	PAYMENT TO PERSON UNDER A DISABILITY





          If a Benefit is payable to a minor or incompetent or to a person
incapable of handling the disposition of his property, the Administrator may
pay such Benefit to the guardian, legal representative or person having the
care and custody of such Beneficiary. The Administrator may require proof of
incompetency, minority or guardianship as he may deem appropriate prior to
distribution of the Benefit. Such distribution shall completely discharge the
Administrator and the Company from all liability with respect to such Benefit.




	 	 	 

	El Paso Energy Corporation 

Senior Executive Survivor Benefit Plan

	 	Page 4






 









 







	5.5	 	DURATION OF COVERAGE





     (a) Active Employment




     A Participant shall remain eligible for the Benefit provided by
this Plan so long as he shall remain actively employed by the Company
or a subsidiary in an executive position comparable to those described
in Section 3.1. Leaves of absence for such periods and purposes
consented to by the Company or its subsidiaries, as applicable, shall
not be deemed termination of employment.



     (b) Disability




     A Participant who becomes permanently disabled while employed by
the Company or a subsidiary for purposes of this Plan shall be deemed
to remain in the active employment of his employer while under such
disability until such Participant retires under a pension plan
sponsored by the Company or a subsidiary or until he has attained age
sixty-five (65), whichever date is the first to occur. At such time
such disabled Participant shall be deemed to be a retired Participant
for purposes of this Plan and, therefore, no longer eligible for any
Survivors Benefit provided by this Plan. A Participant shall be
considered permanently disabled when he is eligible to receive
benefits under the El Paso Energy Corporation Long Term Disability
Income Plan or a plan providing comparable benefits which is sponsored
by his Employer.



     (c) All Other Terminations




     A Participant who resigns or whose employment with the Company or
any of its subsidiaries is terminated for reasons other than death or
permanent disability shall continue to be covered by the Plan for
thirty-one (31) days following the date of such termination.




	5.6	 	PAYMENT BY THE COMPANY





          All payments to Participants of the Plan, whether or not they
previously participated in the BRI Plan, shall be made by the Company.




ARTICLE VI FUNDING THE PLAN





	6.1	 	UNFUNDED OBLIGATION





          The Survivor’s Benefits to be paid to the Beneficiaries of the
Participants pursuant to this Plan are an unfunded obligation of the Company.
Nothing herein contained shall require the Company to segregate any monies from
its general funds, to create any trust, to make any special deposits, or to
purchase any policies of insurance with respect to this obligation. Title to
and beneficial ownership of any policies of insurance purchased or funds
invested by the Company,




	 	 	 

	El Paso Energy Corporation 

Senior Executive Survivor Benefit Plan

	 	Page 5






 









 





including the proceeds, income and profits therefrom, which the Company may
make to fulfill its obligations under this Plan shall at all times remain in
the Company.





	6.2	 	INDIVIDUAL POLICIES OF INSURANCE





          Notwithstanding the provisions of Section 6.1, the Company may fulfill
part or all of its obligation to provide Survivor’s Benefits to the
Participants by purchasing individual “key man” policies of insurance on one or
more of the Participants. Such individual contracts and the proceeds therefrom
shall at all times remain the sole property of the Company and the Participants
whose lives are insured and their Beneficiaries shall have no ownership rights
in such policies or insurance.




ARTICLE VII MISCELLANEOUS





	7.1	 	NON-ASSIGNABILITY OF BENEFITS





          No benefit payable at any time under the Plan shall be subject in any
manner to alienation, sale, transfer, assignment, pledge, or encumbrance of any
kind. Any attempt to alienate, sell, transfer, assign, pledge, or otherwise
encumber any such benefit, whether presently or thereafter payable, shall be
void. To the extent permitted by law, no benefits payable under the Plan shall
in any manner be subject to garnishment, attachment, execution, or other legal
process or be liable for, or subject to the debts or liability of any
Participant or Beneficiary.





	7.2	 	CLAIMS PROCEDURE





          Claims for benefits under the Plan shall be filed on forms supplied by
the Administrator to:



Administrator

El Paso Energy Corporation

Senior Executive Survivor Benefit Plan

Human Resources Department

El Paso Energy Corporation

1001 Louisiana Street

Houston, Texas 77002



or such other address as may be communicated in writing to the Participants by
or at the direction of the Administrator. If any claim for a benefit is wholly
or partially denied by the Administrator, the Administrator shall give written
notice to the claimant setting forth the specific reasons for the denial in a
manner calculated to be understood by the claimant. Any claimant whose request
for a benefit is denied in whole or in part may submit a written appeal to the
Administrator for a review of the denial. Within sixty (60) days after receipt
of such an appeal, the Administrator shall notify the claimant in writing of
his decision with respect to the appeal and the specific reasons for the
decision. The decision of the Administrator shall be final.




	 	 	 

	El Paso Energy Corporation 

Senior Executive Survivor Benefit Plan

	 	Page 6






 









 







	7.3	 	LIABILITY OF ADMINISTRATOR





          In connection with any action or determination, the Administrator
shall be entitled to rely upon information furnished by the Company or its
subsidiaries. To the extent permitted by law, the Company shall indemnify the
Administrator against any liability or loss sustained by reasons of any act or
failure to act in his administrative capacity, if such act or failure to act
does not involve willful misconduct. Such indemnification of the Administrator
shall include attorneys’ fees and other costs and expenses reasonably incurred
in defense of any action brought against the Administrator by reason of any
such act or failure to act.





	7.4	 	ADOPTION OF PLAN





          Any subsidiary which is an affiliate of the Company may be designated
by the Company as an Employer for purposes of this Plan. Any Employer may
withdraw from participation in the Plan at any time by filing with the
Administrator a written notice to that effect prior to the effective date of
withdrawal.





	7.5	 	AMENDMENTS, SUSPENSION OR TERMINATION




The Compensation and Nominating Committee of the Board of Directors of the
Company or the Administrator shall have the right to amend, modify, suspend, or
terminate this Plan at any time. No such amendment, suspension or termination
shall adversely affect the right of a Beneficiary to receive a benefit pursuant
to the terms of the Plan as the result of the death of a Participant which
occurred prior to the date of such change. The Board of Directors amended and
restated the Plan effective as of August 1, 1998, in connection with the
reorganization of the Company into a holding company structure whereby El Paso
Energy Corporation became the publicly held company and El Paso Natural Gas
Company became a wholly owned subsidiary. This Plan was assumed by El Paso
Energy Corporation pursuant to an Assignment and Assumption Agreement effective
as of August 1, 1998, by and between El Paso Energy Corporation and El Paso
Natural Gas Company.





	7.6	 	APPLICABLE STATE LAW





          This Plan shall be construed in accordance with the laws of the State
of Texas.





	7.7	 	NO GUARANTEE OF EMPLOYMENT





          Nothing contained in this Plan shall be construed as a contract of
employment between a Company or a subsidiary and any Participant, or as a right
of any Participant to be continued in the employment of his Employer.




	 	 	 

	El Paso Energy Corporation 

Senior Executive Survivor Benefit Plan

	 	Page 7






 









 







	7.8	 	NO EXAMINATION OR ACCOUNTING





          Neither this Plan nor any action taken thereunder shall be construed
as giving any persons the right to an accounting or to examine the books or
affairs of the Company.





	7.9	 	OTHER TERMS AND CONDITIONS





          The Company may impose such other lawful terms and conditions on an
employee’s participation in this Plan as it shall deem desirable.





	7.10	 	EFFECTIVE DATE OF PLAN





          The Plan shall be effective as of January 1, 1992.




	 	 	 

	El Paso Energy Corporation 

Senior Executive Survivor Benefit Plan

	 	Page 8






 









 






          IN WITNESS WHEREOF, the Company has caused the Plan to be amended and
restated effective as of August 1, 1998.




	 	 	 	 	 
	 	EL PASO ENERGY CORPORATION

 	 
	 	By  	/s/ Joel Richards III
 	 
	 	 	Title:   Executive Vice President 	 
	 	 	 
	 



	 	 	 	 	 
	 	ATTEST:

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



	 	 	 

	El Paso Energy Corporation 

Senior Executive Survivor Benefit Plan

	 	Page 9