EL PASO CORPORATION SEVERANCE PAY PLAN

EXHIBIT 10.P

EL PASO CORPORATION
SEVERANCE PAY PLAN
(As Amended and Restated Effective as of October 1, 2002)

EL PASO CORPORATION
SEVERANCE PAY PLAN
(As Amended and Restated Effective as of October 1, 2002)

SECTION 1
PURPOSE

          The purpose of the Plan is to provide Severance Pay, outplacement benefits and continued health benefits to each Eligible Employee whose employment is terminated by his or her Employer in a Qualifying Termination. The Plan is not intended to provide Severance Pay or benefits to any Eligible Employee who does not suffer a loss of employment.

          The Plan was initially adopted on January 1, 1998. Effective as of October 1, 2002, the Plan has been amended and restated as set forth herein. It is intended that the Plan as in effect prior to its amendment and restatement shall apply to the termination of employment of any Eligible Employee occurring prior to October 1, 2002 and that the Plan as amended and restated shall apply to the termination of employment of any Eligible Employee occurring on or after October 1, 2002.

SECTION 2
DEFINITIONS

          For purposes of the Plan, the following terms shall have the following meanings:

      2.1 “Affiliate” shall mean, with respect to any person or entity, any entity directly or indirectly controlled by, controlling or under common control with such person or entity.

      2.2 “Annual Base Pay” shall mean the product of twelve (12) times an Eligible Employee’s Monthly Base Pay.

      2.3 “Company” shall mean El Paso Corporation.

      2.4 “Comparable Job” shall mean, as it relates to any Eligible Employee on any date, a position with a Monthly Base Pay at least equal to the Eligible Employee’s Monthly Base Pay on such date.

      2.5 “Eligible Employee” shall mean each regular, full-time, active, salaried employee (other than (A) any employee who is subject to the provisions of a collective

bargaining agreement or (B) any employee whose employment is terminated pursuant to the Company’s employment practices relating to its disability plans), employed by a Participating Employer on his or her Termination Date and regularly scheduled to work at least thirty (30) hours per week. An individual classified as an independent contractor by a Participating Employer shall not be deemed to be an Eligible Employee even if such individual is deemed to be a common law employee for any other purpose.

      2.6 “Employer” shall mean, as it relates to any Eligible Employee on any date, the entity that employs the Eligible Employee on such date.

      2.7 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

      2.8 “Length of Service Date” shall mean, as it relates to any Eligible Employee, the most recent date of entry by the Eligible Employee into service with an Employer which is used by the Employer for purposes of determining the commencement of an Eligible Employee’s continuous service with the Employer.

      2.9 “Monthly Base Pay” shall mean, as it relates to any Eligible Employee, the amount the Eligible Employee is entitled to receive as monthly base salary or monthly wages at the rate in effect on the Eligible Employee’s Termination Date.

      2.10 “Participating Employer” shall mean the Employers set forth on Exhibit A attached hereto.

      2.11 “Plan” shall mean the El Paso Corporation Severance Pay Plan (As Amended and Restated Effective as of October 1, 2002).

      2.12 “Plan Administrator” shall mean the Executive Vice President, Human Resources and Administration, of the Company.

      2.13 “Plan Year” of the Plan shall be the calendar year.

      2.14 “Qualifying Termination” shall mean the termination of employment of an Eligible Employee which entitles the Eligible Employee to Severance Pay, as provided in Section 3.1(a).

      2.15 “Separation Agreement” shall mean the agreement, substantially in the form attached hereto as Exhibit C and with such changes as the Plan Administrator in its sole discretion may deem necessary or desirable, which an Eligible Employee must execute in order to receive Severance Pay under the Plan.

      2.16 “Severance Pay” shall mean the cash benefit payable under the Plan pursuant to Section 4.1.

      2.17 “Termination Date” shall mean, as it relates to any Eligible Employee, the date designated by his or her Employer as the Eligible Employee’s date of termination of employment with the Employer.

      2.18 “Years of Service” shall mean, as it relates to any Eligible Employee, the period elapsed from the Eligible Employee’s Length of Service Date to the Eligible Employee’s Termination Date expressed in a number of whole and partial years. An Eligible Employee’s Years of Service is subject to adjustment pursuant to Section 5 hereof.

SECTION 3
ENTITLEMENT TO SEVERANCE PAY

3.1 Eligibility for Severance Pay

          (a) Subject to Sections 3.1(b), 3.3, 4.3, and 5, an Eligible Employee will become entitled to Severance Pay under the Plan if his or her employment is involuntarily terminated by an Employer for any of the following reasons (any such termination of employment is herein referred to as a “Qualifying Termination”):

          (b) (i) An Eligible Employee shall not be entitled to Severance Pay if (A) he or she fails to remain in his or her position through the Termination Date, or (B) his or her employment is terminated by an Employer for cause (which shall include, but not be limited to, (w) a violation of the Code of Conduct of the Company, (x) inadequate or substandard performance, (y) the termination of employment of the Eligible Employee in connection with the Eligible Employee’s refusal to accept a Comparable Job with the Company or one of its Affiliates and (z) the Eligible Employee’s death)).

               (ii) An Eligible Employee shall not be entitled to Severance Pay if his or her employment is terminated by an Employer in connection with (x) a sale or other disposition of assets by his or her Employer or (y) the outsourcing of any operations or functions performed by his or her Employer (or, in the case of (x) and (y), the sale or other disposition or outsourcing of an Affiliate of the Company to which the services of the Eligible Employee primarily relate, as determined by the Plan Administrator in his or her sole discretion) if, in the case of (x) or (y), the Eligible Employee is offered a Comparable Job (whether or not the Eligible Employee accepts such offer) by the purchaser or recipient of such assets or any Affiliate of such purchaser

or recipient, by the Company or any of its Affiliates or by the entity that assumes the operations or functions that are outsourced or an Affiliate of that entity.

          (c) An Eligible Employee will cease to be an Eligible Employee on the date on which a majority of the voting securities of his or her Employer ceases to be owned directly or indirectly by the Company, and no Severance Pay will be payable under the Plan if, immediately after the transaction giving rise to the cessation of his or her status as an Eligible Employee, the Eligible Employee is in the same position or a Comparable Job as held immediately before the transaction.

3.2 Death of an Eligible Employee

          If an Eligible Employee whose employment terminates in a Qualifying Termination dies after his or her Termination Date but before the Eligible Employee receives the Severance Pay to which he or she is entitled, the Severance Pay will be paid to the Eligible Employee’s surviving spouse or, if the Eligible Employee does not have a surviving spouse, to the Eligible Employee’s estate; provided, however, that no Severance Pay will be paid pursuant to this Section 3.2 unless the surviving spouse or the executor of the Eligible Employee’s estate, or both, upon the request of the Plan Administrator, properly execute and deliver to the Company a Separation Agreement and such Separation Agreement has become irrevocable as provided therein.

3.3 Requirement for Separation Agreement

          No Severance Pay will be paid to any Eligible Employee unless that Eligible Employee, in the sole determination of the Plan Administrator, has properly executed and delivered to the Company a Separation Agreement and such Separation Agreement has become irrevocable as provided therein. To be “properly executed,” such Separation Agreement must (among other requirements the Plan Administrator may establish) be executed on or after the Eligible Employee’s Termination Date.

SECTION 4
AMOUNT OF SEVERANCE PAY; OUTPLACEMENT BENEFITS;
CONTINUED HEALTH BENEFITS

4.1 Amount of Severance Pay

          (a) Subject to Sections 3.1(b), 3.3, 4.1(b), 4.3, and 5, in the event of a Qualifying Termination of an Eligible Employee, the amount of Severance Pay to which the Eligible Employee shall be entitled, upon satisfaction of the conditions to payment of Severance Pay set forth in this Plan (such satisfaction to be determined by the Plan Administrator in his or her sole discretion), shall be an amount equal to the sum of (i) one-half ( ¹ / 2 ) of the Eligible Employee’s Monthly Base Pay times a fraction, the

numerator of which is the Eligible Employee’s Annual Base Pay and the denominator of which is $10,000, and (ii) one-half ( ¹ / 2 ) of the Eligible Employee’s Monthly Base Pay times the Eligible Employee’s Years of Service.

          (b) The maximum amount of Severance Pay to which an Eligible Employee shall be entitled under the Plan shall be an amount equal to the Eligible Employee’s Annual Base Pay, and the minimum amount of Severance Pay to which an Eligible Employee shall be entitled under the Plan shall be an amount equal to three (3) times the Eligible Employee’s Monthly Base Pay.

4.2 Form and Time of Payment

          Severance Pay shall be paid in a lump sum in cash, less any applicable federal, state, local and foreign taxes required to be withheld. Severance Pay shall be paid as soon as administratively practicable after the expiration of the period during which the Eligible Employee may revoke the Separation Agreement pursuant to the terms of the Separation Agreement. The Severance Pay payable to any Eligible Employee shall be solely the obligation of the Employer by whom the Eligible Employee was employed on his or her Termination Date.

4.3 Reduction of Severance Pay to Avoid Duplication

          (a) If an Eligible Employee is a party to an employment, severance, termination, salary continuation or other, similar agreement with the Company or any of its Affiliates, or is a participant in any other severance plan, practice or policy of the Company or any of its Affiliates, the Severance Pay to which the Eligible Employee may be entitled under this Plan shall be reduced (but not below zero) by the amount of severance pay to which he or she may be entitled under such other agreement, plan, practice or policy; provided, that the reduction set forth in this Section 4.3 shall not apply to retention bonuses, project bonuses or transition pay (the payments subject to this proviso to be determined by the Plan Administrator in his or her sole discretion); provided, further, that the reduction set forth in this sentence shall not apply as to any such other agreement, plan, practice or policy which contains a reduction provision substantially similar to this sentence, so long as the Plan Administrator establishes to his or her satisfaction that the reduction provision of such other agreement, plan, practice or policy shall be applied. The Severance Pay to which an Eligible Employee is otherwise entitled shall be further reduced (but not below zero) by any payments and benefits to which the Eligible Employee may be entitled under any federal, state or local plant-closing (or similar or analogous) law (including, but not limited to, entitlement to pay and continued employee benefits (or the cash value of either of the foregoing) pursuant to the Worker Adjustment and Retraining Notification Act).

          (b) To the extent permitted by applicable law, the Severance Pay to which any Eligible Employee is entitled may, in the sole discretion of the Plan Administrator, be reduced by the amount of any indebtedness of the Eligible Employee to the Company or any of its Affiliates, and the amount of any such reduction shall be applied as a repayment or forgiveness of such indebtedness to such extent.

4.4 Outplacement Benefits

          Each Eligible Employee whose termination of employment entitles him or her to Severance Pay shall be entitled to receive outplacement benefits from the Company at its expense. The scope, nature and duration of such outplacement benefits shall be as determined by the Company in its sole discretion.

4.5 Continued Health Benefits

          Each Eligible Employee whose termination of employment entitles him or her to Severance Pay shall be entitled to receive the continued health benefits from the Company set forth on the attached Exhibit B.

SECTION 5
REEMPLOYMENT BY THE COMPANY OR ANY OF ITS AFFILIATES

          In the event an Eligible Employee receives Severance Pay under the Plan and is, subsequent to the receipt of such Severance Pay, offered reemployment with the Company or any of its Affiliates (including, but not limited to, any Participating Employer), such reemployment shall be contingent upon payment to the Company of cash equal to that portion of the Severance Pay in excess of an amount equal to the salary or other wages that would have been paid to the Eligible Employee during the period between the Eligible Employee’s Termination Date and the reemployment date. The amount required to be repaid by the Eligible Employee will reflect the taxes withheld at the time the Severance Pay was paid and the taxes applicable to the Eligible Employee’s salary or other wages that would have been paid during the period between the Eligible Employee’s Termination Date and the reemployment date. Upon such repayment (or a repayment required by any other severance plan of the Company or any of its Affiliates), the Plan Administrator shall determine the portion of the Eligible Employee’s Years of Service that shall be re-credited to the Eligible Employee. In no event shall the Plan Administrator re-credit an Eligible Employee’s Years of Service if the Eligible Employee is not required to repay any portion of his or her Severance Pay.

SECTION 6
ADMINISTRATION, AMENDMENT AND TERMINATION

      6.1 Administration

          (a) The Plan Administrator shall be administrator and “Named Fiduciary” (within the meaning of Section 402(a) of ERISA) of the Plan and shall have full authority to control and manage the operation and administration of the Plan, and to take all such action in respect of the Plan as he or she dee