Director Charitable Award Plan Amended And Restated

EXHIBIT 10.P

EL PASO ENERGY CORPORATION

DIRECTOR CHARITABLE AWARD PLAN

AMENDED AND RESTATED EFFECTIVE AS OF AUGUST 1, 1998


TABLE OF CONTENTS SECTION 1 ESTABLISHMENT, PURPOSE, AND DURATION 1 1.1 Establishment of the Plan 1 1.2 Purpose of the Plan 1 1.3 Duration of the Plan 1 SECTION 2 DEFINITIONS AND CONSTRUCTION 1 SECTION 3 ADMINISTRATION 3 3.1 Management Committee 3 3.2 Decisions Binding 4 SECTION 4 ELIGIBILITY AND PARTICIPATION 4 4.1 Eligibility 4 4.2 Actual Participation 4 SECTION 5 CHARITABLE AWARDS 4 5.1 Size of Charitable Awards 4 5.2 Designation of Donees 4 5.3 Changes in Designations of Donees 5 5.4 Security for Donations 5 5.5 Change in Control 5 5.6 Payment of Charitable Awards 6 SECTION 6 AMENDMENT, MODIFICATION, AND TERMINATION 6 SECTION 7 INDEMNIFICATION 6 SECTION 8 MISCELLANEOUS 7 8.1 Successors 7 8.2 Nontransferability 7 8.3 Gender and Number 7 8.4 Severability 7 8.5 Governing Law 7 El Paso Energy Corporation
Director Charitable Award Plan -i- Table of Contents


EL PASO ENERGY CORPORATION
DIRECTOR CHARITABLE AWARD PLAN
AMENDED AND RESTATED EFFECTIVE AS OF AUGUST 1, 1998

SECTION 1 ESTABLISHMENT, PURPOSE, AND DURATION

1.1 ESTABLISHMENT OF THE PLAN

El Paso Energy Corporation, 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 Energy Corporation 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.

The Board of Directors of the Company amended and restated effective as of August 1, 1998. 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. El Paso Energy Corporation
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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, El Paso Energy Corporation
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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 t ...