Exhibit 10.A


    EXHIBIT
      10.A

     

    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

              	
                5

              
	
                5.5

              	
                Determination
                  of Supplemental Pension Benefit Payments

              	
                5

              
	 	 	 
	
                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   

            


    

    
      
        
           

            
              

            

          

        

         

      

    

     

    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).

     

    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 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).

    


    


    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 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.

    


    (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
      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,
      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 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

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


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

    


     

    
      
        	 	 	 
	 	
                EL
                  PASO
                  CORPORATION

              
	 
 	
                 

                
By: 

              	
                
 

                /s/
                  Susan
                  B. Ortenstone

              
	 	Senior
                Vice
                President
	 	Human
                Resources 


      



    


     

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