Annual Report — Form 10-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K El Paso Corporation - December 31, 2005 HTML 2.24M
16: 10-K El Paso Corporation - December 31, 2005 -- PDF 1.26M
h30916e10vkpdf
5: EX-10.HH.1 Amendment #1 to 2005 Omnibus Incentive HTML 16K Compensation Plan
2: EX-10.I.1 Amendment #4 to Supplemental Benefits Plan HTML 13K
6: EX-10.KK 2005 Supplemental Benefits Plan HTML 77K
3: EX-10.S.1 Supplement #2 to Severance Pay Plan HTML 18K
4: EX-10.Y Form of Indemnification Agreement HTML 47K
7: EX-12 Ratio of Earnings to Combined Fixed Charges and HTML 35K
Preferred Stock Dividends
8: EX-21 Subsidiaries of El Paso Corporation HTML 385K
9: EX-23.A Consent of Independent Registered Public HTML 11K
Accounting Firm, Pricewaterhousecoopers
LLP
10: EX-23.B Consent of Independent Registered Public HTML 12K
Accounting Firm, Pricewaterhousecoopers
LLP
11: EX-23.C Consent of Ryder Scott Company, L.P. HTML 14K
12: EX-31.A Certification of CEO Pursuant to Section 302 HTML 14K
13: EX-31.B Certification of CFO Pursuant to Section 302 HTML 14K
14: EX-32.A Certification of CEO Pursuant to Section 906 HTML 10K
15: EX-32.B Certification of CFO Pursuant to Section 906 HTML 10K
EX-10.HH.1 — Amendment #1 to 2005 Omnibus Incentive Compensation Plan
WHEREAS, El Paso Corporation (the “Company”)
maintains the El Paso Corporation 2005 Omnibus Incentive
Compensation Plan (the “Plan”);
WHEREAS, pursuant to Section 19.1 of the Plan, the Board of
Directors or the “Plan Administrator” (as defined in
the Plan) may from time to time make such amendments to the Plan
as either of them may deem proper and in the best interests of
the Company;
WHEREAS, by Resolution of the Company’s Board of Directors
dated December 2, 2005, the Board of Directors delegated to
the undersigned officer the right to take any action with
respect to employee benefit plans of the Company that are
subject to Section 409A of the Internal Revenue Code of
1986, as amended, to cause such plans either not to be subject
to, or to comply with, the provisions of Section 409A;
WHEREAS, it is intended hereby to amend the Plan in accordance
with such Resolution;
NOW, THEREFORE, in accordance with the Resolution of the Board
of Directors dated December 2, 2005, the Plan is hereby
amended as follows:
1. Section 11.4 is hereby amended by deleting the last
sentence of the first paragraph thereof and replacing such
sentence with the following:
“In the absence of an election by the Participant pursuant
to Section 11.5, the Incentive Award shall be paid not
later than December 31 of the calendar year in which the
foregoing determinations have been made as follows.”
2. Section 18 of the Plan is hereby amended as follows:
(a) The heading of Section 18 of the Plan is hereby
deleted and replaced with the following:
“SECTION 18 COMPLIANCE WITH
RULE 16b-3,
SECTION 162(m) AND SECTION 409A”
(b) The paragraph that currently constitutes
Section 18 is hereby designated as Section 18.1, and
the following heading is hereby inserted before such
Section 18.1:
“18.1
Rule 16b-3 of the
Exchange Act and Section 162(m) of the Code”
(c) The following new Section 18.2 is hereby added to
the Plan:
“18.2 Section 409A of the Code
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 of Directors
and the Plan Administrator may amend the Plan in any manner, or
take any other action, that either 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. 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.”
IN WITNESS WHEREOF, this amendment has been executed by the
undersigned, thereunto duly authorized, effective as of
December 2, 2005.
