Amendments No. 2 and No. 3 to El Paso Corporation Key Executive Severance Protection Plan

Summary

El Paso Corporation amended its Key Executive Severance Protection Plan to add a specific list of officers as participants, effective November 7, 2002, and to close the plan to new participants except as expressly allowed by the Board of Directors. The amendments identify eligible executives and confirm that no additional participants will be added unless approved by the Board. The amendments were executed by company officers and are effective as of the dates specified in the documents.

EX-10.N.1 10 h01594exv10wnw1.txt AMEND.NO.2 TO KEY EXECUTIVE SEVERANCE PROTECTION EXHIBIT 10.N.1 AMENDMENT NO. 2 TO THE EL PASO CORPORATION KEY EXECUTIVE SEVERANCE PROTECTION PLAN Pursuant to Section 8.1 of the El Paso Corporation Key Executive Severance Protection Plan, Amended and Restated effective as of August 1, 1998, as amended (the "Plan"), effective November 7, 2002, the Plan is hereby amended to attach Appendix II to provide a list of certain officers of the Company and its subsidiaries who are deemed to be participants in the Plan, in addition to those participants who are eligible to participate in the Plan pursuant to Section 3.1 of the Plan, and closed to any other new participants. IN WITNESS WHEREOF, the Company has caused this amendment to be duly executed on this 7th day of November, 2002. EL PASO CORPORATION By: /s/ David E. Zerhusen ------------------------------------ David E. Zerhusen Its Executive Vice President Administration Attest: /s/ David L. Siddall - ---------------------------------------- Corporate Secretary APPENDIX II EL PASO CORPORATION KEY EXECUTIVE SEVERANCE PROTECTION PLAN The following individuals are deemed to be participants in the Plan as of each individual's effective date of participation ("Effective Date of Participation").
Employee Effective Date of Participation - -------- ------------------------------- Wayne B. Allred November 7, 2002 Robert W. Baker November 7, 2002 Randy L. Bartley November 7, 2002 Stephen C. Beasley November 7, 2002 James J. Cleary November 7, 2002 Daniel F. Collins November 7, 2002 Bruce Connery November 7, 2002 Ralph Eads December 4, 2001 John T. Elzner November 7, 2002 Rodney D. Erskine December 4, 2001 Greg G. Gruber November 7, 2002 John L. Harrison November 7, 2002 Peggy A. Heeg December 4, 2001 E. Jay Holm November 7, 2002 John J. Hopper November 7, 2002 Gregory W. Huston November 7, 2002 Harvey R. Klingensmith November 7, 2002 Gary J. Konnie November 7, 2002 Charles W. Latch November 7, 2002 Richard J. Louden November 7, 2002 Daniel B. Martin November 7, 2002 Graciela E. Martinez November 7, 2002 Kevin J. McMichael November 7, 2002 Joseph A. Mills November 7, 2002 D. Dwight Scott October 1, 2002 David L. Siddall November 7, 2002 Clark C. Smith November 7, 2002 Judy A. Vandagriff November 7, 2002 Gene W. Waguespack November 7, 2002 James C. Yardley November 7, 2002 David E. Zerhusen October 1, 2002
Acknowledged and Accepted this 7th day of November, 2002. By: ____________________________ David E. Zerhusen Its Executive Vice President Administration EXHIBIT 10.N.1 AMENDMENT NO. 3 TO THE EL PASO CORPORATION KEY EXECUTIVE SEVERANCE PROTECTION PLAN Pursuant to Section 8.1 of the El Paso Corporation Key Executive Severance Protection Plan, Amended and Restated effective as of August 1, 1998, as amended (the "Plan"), by resolution of the Board of Directors of the Company, the Plan was amended and closed to any new participants effective as of August 1, 1998, unless expressly determined otherwise by the Board of Directors. IN WITNESS WHEREOF, the Company has caused this amendment to be duly executed on this 6th day of December, 2002. EL PASO CORPORATION By: /s/ David E. Zerhusen ------------------------------------ David E. Zerhusen Its Executive Vice President Administration Attest: /s/ David L. Siddall - ---------------------------------------- Corporate Secretary