Directors Charitable Award Plan

EL PASO NATURAL GAS COMPANY
DIRECTOR CHARITABLE AWARD PLAN
AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 13, 1995


SECTION 1 ESTABLISHMENT, PURPOSE, AND DURATION


1.1 ESTABLISHMENT OF THE PLAN


El Paso Natural Gas Company, a Delaware corporation (hereinafter referred to as the "Company"), hereby establishes a charitable award program for Directors (as defined below), to be known as the "El Paso Natural Gas Company Director Charitable Award Plan" (hereinafter referred to as the "Plan"), as set forth in this document. The Plan provides for the contribution by the Company of one million dollars ($1,000,000) on behalf of each Director, to Charitable Organizations (as defined below)of each Director's choice subject to the terms and provisions of this Plan.


Upon approval by the Board of Directors of the Company, the Plan shall be amended and restated as of January 13, 1995. The term "Effective Date" shall mean January 15, 1992.


1.2 PURPOSE OF THE PLAN


The purpose of the Plan is to promote the mutual interest of the Directors and the Company to support worthy Charitable Organizations, and to enhance the positive image of the Company.


The Plan is further intended to acknowledge the service of the Company's Directors, and to aid the Company in its ability to attract, motivate, and retain the services of highly qualified Directors, upon whose judgment, interest, and special effort the continued successful operation of the Company largely is dependent.


1.3 DURATION OF THE PLAN


The Plan commenced on the Effective Date and shall remain in effect until terminated by the Board of Directors.


SECTION 2 DEFINITIONS AND CONSTRUCTION


Whenever used in this Plan, the following terms shall have the meanings set forth below and, when the meaning is intended, the initial letter of the word is capitalized.


(a) "Board" or "Board of Directors" means the Board of Directors of the Company.


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(b) "Change in Control" of the Company shall be deemed to have occurred if the conditions set forth in any one or more of the following paragraphs shall have been satisfied:


(i) any person (as such term is used in Sections 13(d) and
14(d)(2) of the Exchange Act) being or becoming the "beneficial owner"
(as defined in Rule 13d-3 of the Exchange Act) directly or indirectly,
of securities of the Company representing twenty percent (20%) or more
of the combined voting power of the then outstanding securities of the
Company,


(ii) the first purchase of the Company's Common Stock
pursuant to a tender or exchange offer (other than a tender or
exchange offer made by the Company),


(iii) the approval by the Company's stockholders of a
merger or consolidation, a sale or disposition of all or substantially
all of the Company's assets or a plan of liquidation or dissolution of
the Company, or


(iv) during any period of two (2) consecutive years,
individuals who at the beginning of such period constitute the Board
of Directors of the Company ceasing for any reason to constitute at
least a majority thereof, unless the election or nomination for the
election by the Company's stockholders of each new director was
approved by a vote of at least two-thirds of the directors then still
in office who were directors at the beginning of the period.


Notwithstanding the foregoing, a Change in Control shall not be deemed
to occur if the Company either merges or consolidates with or into
another company or sells or disposes of all or substantially all of
its assets to another company, if such merger, consolidation, sale or
disposition is in connection with a corporate restructuring wherein
the stockholders of the Company immediately before such merger,
consolidation, sale or disposition own, directly or indirectly,
immediately following such merger, consolidation, sale or disposition
at least eighty percent (80%) of the combined voting power of all
outstanding classes of securities of the company resulting from such
merger or consolidation, or to which the Company sells or disposes of
its assets, in substantially the same proportion as their ownership in
the Company immediately before such merger, consolidation, sale or
disposition.


(c) "Charitable Award" means, individually or collectively, a donation to be made to a Charitable Organization chosen by a Participant pursuant to the terms of Section 5 herein.


(d) "Charitable Organization" means any public or private charitable organization in the United States or its possessions which is a corporation, trust,


2 3 community chest, fund, foundation, or association, provided contributions to such entity are deductible under Section 170(c) of the Code.


(e) "Code" means the Internal Revenue Code of 1986, as amended, or any successor statute, and the Treasury Regulations promulgated thereunder.


(f) "Committee" means the management committee as specified in Section 3 herein.


(g) "Company" means E ...