AMENDMENT NO. 2 TO THE
EL PASO CORPORATION
1999 OMNIBUS INCENTIVE COMPENSATION PLAN
Pursuant to
Section 16.1 of the El Paso Corporation 1999 Omnibus Incentive
Compensation Plan, effective as of January 20, 1999, as
amended (the “Plan”), the Plan is hereby amended as
follows, effective May 1, 2003:
WHEREAS ,
“Performance Units” or “Units” (as defined
in the Plan) and “Incentive Awards” (as defined in the
Plan) are currently outstanding under the Plan; and
WHEREAS,
the Company desires to clarify provisions of the Plan to reflect
the intent of the Board of Directors and the Compensation Committee
with respect to the Performance Units and Incentive Awards granted
under the Plan.
NOW
THEREFORE , the following amendments shall be made to the
Plan:
A new
Section 2.25A shall be added immediately following
Section 2.25 to read as follows:
“
2.25A Qualifying Change in Control
Any Change in
Control other than a Change in Control to which clause (iv) of
Section 2.5 applies.”
Sections 9.7,
11.8 and 16.1 (including, without limitation, the headings thereof,
as applicable) shall be amended to substitute the term
“Qualifying Change in Control” for the term
“Change in Control” set forth therein.
Section 9.5(b)(i)
shall be deleted in its entirety and replaced with the
following:
“(i) Primary
Benefit Payment
Upon the
expiration of each Performance Cycle, all uncanceled Performance
Units granted with respect to such Performance Cycle shall vest and
benefit payments with respect to such Performance Units shall
become payable. Subject to Section 9.5(d), a Participant who
has remained an employee continuously from th
