Amendment No. 2 to the El Paso Corporation 2001 Omnibus Incentive Compensation Plan

Summary

El Paso Corporation has amended its 2001 Omnibus Incentive Compensation Plan, effective April 1, 2001. This amendment clarifies how additional Restricted Stock may be awarded to participants to account for risks such as forfeiture and price fluctuation. The revised provision allows participants to receive extra Restricted Stock equal to their original award or another amount determined by the Plan Administrator. The amendment was executed by company officers and reflects the intent of the Board of Directors and Compensation Committee.

EX-10.J.1 6 h01594exv10wjw1.txt AMEND.NO.2 TO OMNIBUS INCENTIVE COMPENSATION PLAN EXHIBIT 10.J.1 AMENDMENT NO. 2 TO THE EL PASO CORPORATION 2001 OMNIBUS INCENTIVE COMPENSATION PLAN Pursuant to Section 16.1 of the El Paso Corporation 2001 Omnibus Incentive Compensation Plan, effective as of January 29, 2001 (the "Plan"), the Plan is hereby amended as follows, effective April 1, 2001: WHEREAS, the Company desires to clarify a provision of the Plan to reflect the intent of the Board of Directors and the Compensation Committee relating to the amount of additional Restricted Stock that may be awarded to Participants due to the risks of forfeiture, price fluctuation, and other attendant risks associated with Restricted Stock awarded under the Plan pursuant to Sections 11.5(a)(ii) or 11.5(b)(ii), or in lieu of receiving all or any portion of cash awarded in accordance with Sections 11.5(a)(i) or 11.5(b)(i). NOW THEREFORE, Section 11.5(c) is hereby deleted in its entirety and replaced with the following: "(c) Because the Participant bears forfeiture, price fluctuation, and other attendant risks during the Restriction Period (as defined in Section 10.4) associated with the Restricted Stock awarded under this Plan, Participants shall be awarded an additional amount of Restricted Stock equal to the amount of Restricted Stock which a Participant is awarded pursuant to Sections 11.5(a)(ii) or 11.5(b)(ii), as applicable, or such other amount of Restricted Stock as determined by the Plan Administrator." IN WITNESS WHEREOF, the Company has caused this amendment to be duly executed on this 1st day of April 2001. EL PASO CORPORATION By: /s/ Joel Richards III ------------------------------------ Joel Richards III Executive Vice President Human Resources and Administration Attest: /s/ David L. Siddall - ------------------------------------ Corporate Secretary