exv10wg



 






Exhibit 10.G




INDEMNIFICATION 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 the
benefit 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 benefit
plans (a “Fiduciary”), the Company is executing and delivering to Participant this Indemnification
Agreement.



     NOW, THEREFORE, in consideration of the foregoing, the mutual covenants contained herein, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, 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, whether
civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the
fact that he is or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciary, is or was
serving as an officer, director, employee or agent of any subsidiary of the Company (or otherwise
is or was serving at the request of the Company including service with respect to any employee
benefit plan), whether the basis of such proceeding is alleged action in an official capacity as an
Officer or Fiduciary or in any other capacity while serving as an Officer and/or Fiduciary, he
shall be indemnified and held harmless by the Company to the fullest extent permitted by the
General 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 Company
to provide broader indemnification rights than said law permitted the Company to provide prior to
such amendment), or by other applicable law as then in effect, against all expense, liability and
loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts to
be paid in settlement) actually and reasonably incurred or suffered by him in connection therewith
and such indemnification shall continue after Participant has ceased to be an Officer and/or a
Fiduciary 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 to
proceedings seeking to enforce rights to indemnification or to advancement of expenses, the Company
shall 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 of
Directors of the Company (the “Board”). The right to indemnification conferred in this Agreement
shall 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 the
State of



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Delaware requires, an advancement of expenses incurred by Participant in his capacity as an
Officer and/or a Fiduciary (and not in any other capacity in which service was or is rendered by
Participant while an Officer and/or a Fiduciary, including, without limitation, service to an
employee benefit plan) shall be made only upon delivery to the Company of an undertaking, if
permitted by Federal Law, by or on behalf of Participant, to repay all amounts so advanced if it
shall ultimately be determined that he is not entitled to be indemnified under this Agreement, or
otherwise, and provided further that except as provided in Section 2 of this Agreement with respect
to proceedings seeking to enforce rights to indemnification or an advancement of expenses, the
Company shall be required to advance expenses to Participant in connection with a proceeding
initiated 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 the
final disposition of the proceeding) within sixty (60) days after a written claim has been received
by the Company, except in the case of a claim for an advancement of expenses, in which case final
disposition 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 amount
of the claim and, to the extent successful in whole or in material part, Participant shall be
entitled to be paid the expense of prosecuting such suit. Participant shall be presumed to be
entitled to indemnification under this Agreement upon submission of a written claim (and, in an
action 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 the
burden of proof to overcome the presumption that Participant is not so entitled. Neither the
failure of the Company (including its Board, independent legal counsel, or its stockholders), to
have made a determination prior to the commencement of such suit that indemnification of
Participant is proper in the circumstances, nor an actual determination by the Company (including
its Board, independent legal counsel or its stockholders) that Participant is not entitled to
indemnification, shall be a defense to the suit or create a presumption that Participant is not so
entitled.



SECTION 3. Nonexclusivity of Rights




     The rights to indemnification and to the advancement of expenses conferred in this Agreement
are in addition to and shall not be exclusive of any other right Participant may have or hereafter
acquire under any statute, provision of the Restated Certificate of Incorporation of the Company or
its By-laws, or under any other plan, program, arrangement, agreement, vote of stockholders or
disinterested Directors or otherwise.



SECTION 4. Insurance, Contracts and Funding




     The Company may maintain insurance, at its expense, to protect itself and Participant against any
expense, liability or loss, whether or not the Company would have the power to indemnify
Participant against such expense, liability or loss under the General Corporation Law of the State
of 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 or
use other means (including, without limitation, a letter of credit) to ensure the payment of such
amounts as may be necessary to effect indemnification as provided in this Agreement. To the extent
the Company maintains an insurance policy or policies providing directors’, officers’ and
fiduciaries liability insurance, Participant shall be covered by such policy or policies, in
accordance with its or their terms, to the maximum extent of the coverage available for any Company
director, 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 the
Company (the “Voting Securities”) by any “Person” (as the term “person” is used for purposes
of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)), immediately after which such Person has “Beneficial Ownership” (within the meaning
of 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 into
which such shares of common stock are changed or for which such shares of common stock are
exchanged) (the “Shares”) or (2) the combined voting power of the Company’s then-outstanding
Voting Securities; provided, however, that in determining whether a Change in
Control has occurred pursuant to this paragraph (I), the acquisition of Shares or Voting
Securities in a “Non-Control Acquisition” (as hereinafter defined) shall not constitute a
Change in Control. A “Non-Control Acquisition” shall mean an acquisition by (i) an employee
benefit plan (or a trust forming a part thereof) maintained by (A) the Company or (B) any
corporation or other Person the majority of the voting power, voting equity securities or
equity interest of which is owned, directly or indirectly, by the Company (for purposes of
this definition, a “Related Entity”), (ii) the Company or any Related Entity, or (iii) any
Person 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 of
the Company (the “Incumbent Board”), cease for any reason to constitute at least a majority
of the members of the board of directors of the Company or, following a Merger (as
hereinafter defined), the board of directors of (x) the corporation resulting from such
Merger (the “Surviving Corporation”), if fifty percent (50%) or more of the combined voting
power of the then-outstanding voting securities of the Surviving Corporation is not
Beneficially 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 the
Company’s common stockholders, of any new director was approved by a vote of at least
two-thirds of the Incumbent Board, such new director shall, for purposes of the Plan, be
considered a member of the Incumbent Board; and provided, further,
however, that no individual shall be considered a member of the Incumbent Board if
such individual initially assumed office as a result of an actual or threatened solicitation of



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proxies or consents by or on behalf
of a Person other than the board of directors of the Company (a “Proxy Contest”), including
by 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) in
which securities of the Company

are 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 directly
or indirectly immediately following such Merger at least fifty percent (50%) of the
combined voting power of the outstanding voting securities of (x) the Surviving
Corporation, if there is no Parent Corporation or (y) if there is one or more than
one Parent Corporation, the ultimate Parent Corporation;




         (B)       the individuals who were members of the Incumbent Board immediately prior
to the execution of the agreement providing for such Merger constitute at least a
majority 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 Parent
Corporation, the ultimate Parent Corporation; and




         (C)       no Person other than (1) the Company, (2) any Related Entity, or (3) any
employee benefit plan (or any trust forming a part thereof) that, immediately prior
to the Merger, was maintained by the Company or any Related Entity, or (4) any
Person who, immediately prior to the Merger had Beneficial Ownership of twenty
percent (20%) or more of the then outstanding Shares or Voting Securities, has
Beneficial Ownership, directly or indirectly, of twenty percent (20%) or more of the
combined voting power of the outstanding voting securities or common stock of (x)
the Surviving Corporation, if fifty percent (50%) or more of the combined voting
power of the then outstanding voting securities of the Surviving Corporation is not
Beneficially Owned, directly or indirectly by a Parent Corporation, or (y) if there
is 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 the
Company and its subsidiaries taken as a

whole to any Person (other than (x) a transfer to a
Related Entity, (y) a transfer under conditions that would constitute a Non-Control
Transaction, 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 any
other assets).




Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely
because 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 the
acquisition of Shares or Voting Securities by the Company which, by reducing the number of
Shares or Voting Securities then outstanding, increases the proportional number of shares
Beneficially Owned by the Subject Persons; provided, that if a Change in Control
would occur (but for the operation of this sentence) as a result of the acquisition of
Shares 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 Voting
Securities and such Beneficial Ownership increases the percentage of the then outstanding
Shares or Voting Securities Beneficially Owned by the Subject Person, then a Change in
Control shall occur.




     (b)       Change in Control of the Company. The Company agrees that if there is a Change in
Control of the Company, then with respect to all matters thereafter arising concerning the rights
of Participant to indemnity payments and expense advances under this Agreement, any other
agreements, the Restated Certificate of Incorporation or the By-laws now or hereafter in effect
relating to a proceeding, the Company shall seek legal advice only from special independent counsel
selected by Participant and approved by the Company (which approval shall not be unreasonably
withheld), and who has not otherwise performed services for the Company (other than in connection
with such matters) or Participant. In the event that Participant and the Company are unable to
agree on the selection of the special independent counsel, such special independent counsel shall
be selected by lot from among at least five law firms in New York City, New York or Houston, Texas
selected by Participant, each having no less than 50 partners. Such selection shall be made in the
presence of Participant (and his legal counsel or either of them, as Participant may elect). Such
special independent counsel, among other things, shall determine whether and to what extent the
Participant would be permitted to be indemnified under applicable law and shall render its written
opinion to the Company and Participant to such effect.




     The Company agrees to pay the reasonable fees of the special independent counsel referred to
above 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 engagement
pursuant hereto.



SECTION 6. No Modification




     No supplement, modification or amendment of this Agreement shall be binding unless executed in
writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall
be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor
shall such waiver constitute a continuing waiver. Any waiver to this agreement shall be in
writing.



SECTION 7. Subrogation




     In the event of payment under this Agreement, the Company shall be subrogated to the extent of
such payment to all of the rights of recovery of Participant, who shall execute all papers required
and 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 enforce
such rights.




SECTION 8. No Duplication of Payments




     The Company shall not be liable under this Agreement to make any payment in connection with
any proceeding against Participant to the extent Participant has otherwise actually received
payment (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 promptly
after receipt by Participant of notice of the commencement of any proceeding if he anticipates that
a request for indemnification in respect thereof is to be made against the Company under this
Agreement; but failure to so notify the Company will not relieve the Company from any
indemnification or other obligation or liability which it may have to Participant. With respect to
any 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 jointly
with any other indemnifying party similarly notified will be entitled to assume the defense
thereof, with counsel satisfactory to Participant. After notice from the Company to Participant of
its election to assume the defense thereof, the Company will not be liable to Participant under
this Agreement for any legal or other expenses subsequently incurred by Participant in connection
with the defense thereof other than reasonable costs of investigation or as otherwise provided
below. Participant shall have the right to employ its counsel in such proceeding, but the fees and
expenses of such counsel incurred after notice from the Company of its assumption of the defense
thereof shall be at the expense of Participant unless (i) the employment of counsel by Participant
has been authorized by the Company, (ii) Participant shall have reasonably concluded that there may
be a conflict of interest between the Company and Participant in the conduct of the defense of such
proceeding or (iii) the Company shall not in fact have employed counsel to assume the defense of
such proceeding, in each of which cases the fees and expenses of counsel shall be at the expense of
the Company. The Company shall not be entitled to assume the defense of any proceeding brought by
or on behalf of the Company or as to which Participant shall have made the conclusion provided for
in clause (ii) of this subsection 9(b).



     (c)       The Company shall not be liable to indemnify Participant under this Agreement for any
amounts paid in settlement of any proceeding effected by Participant without the Company’s prior
written consent. The Company shall not settle any proceeding in any manner which would impose any
penalty or limitation on Participant without Participant’s prior written consent. Neither the
Company 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 by
judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea
of nolo contendere, or its equivalent, shall not create a presumption that Participant did not meet
any particular standard of conduct or have any particular belief or that a court has determined
that indemnification is not permitted by applicable law. In addition, neither the failure of the
Company to have made a determination as to whether Participant has met any particular standard of
conduct or had any particular belief, nor an actual determination by the Company that Participant
has not met such standard of conduct or did not have such belief, prior to the commencement of
legal proceedings by Participant to secure a judicial determination that Participant should be
indemnified under applicable law shall be a defense to Participant’s claim for indemnification or
create a presumption that Participant has not met any particular standard of conduct or did not
have any particular belief.



SECTION 11. Acknowledgment of Reliance




     The Company acknowledges that Participant is relying on this Agreement and the promises and
agreements of the Company herein in continuing his service as an Officer and/or a Fiduciary and in
agreeing to undertake and in undertaking his responsibilities, duties and services to and for the
Company in connection therewith.



SECTION 12. Miscellaneous




     This Agreement shall be governed by and construed in accordance with the laws of the State of
Delaware. Each provision hereof is intended to be severable and the invalidity or illegality of
any 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. Beasley



James J. Cleary



Gregory G. Gruber



David M. Leland



Daniel B. Martin



Gene T. Waguespack



James C. Yardley