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EXHIBIT 10.J.1
AMENDMENT NO. 1 TO THE
EL PASO ENERGY CORPORATION
DEFERRED COMPENSATION PLAN
El Paso Energy Corporation, a Delaware corporation ("El Paso"), does
hereby amend the El Paso Energy Corporation Deferred Compensation Plan (the "El
Paso Plan") as set forth below:
WHEREAS, on October 25, 1999, Sonat Inc., a Delaware corporation
("Sonat"), merged with and into El Paso pursuant to the terms of the Second
Amended and Restated Agreement and Plan of Merger dated as of March 13, 1999 (as
amended from time to time) by and between Sonat and El Paso (the "Merger
Agreement"); and
WHEREAS, El Paso, as successor to Sonat and pursuant to Section 6.10(a)
of the Merger Agreement, has assumed all of Sonat's obligations under the Sonat
Inc. Deferred Compensation Plan (the "Sonat Plan"); and
WHEREAS, El Paso desires to amend the El Paso Plan and to provide for
the merger of the Sonat Plan into the El Paso Plan.
NOW, THEREFORE, the following El Paso Plan provisions are hereby
adopted:
1. Effective as of January 1, 2000 (the "Merger Date"), the Sonat Plan
shall be merged into and shall become a part of the El Paso Plan.
Pursuant to the merger of the Sonat Plan into the El Paso Plan, the
assets (if any) and liabilities of the Sonat Plan shall be transferred
to and become a part of the El Paso Plan, effective as of the Merger
Date.
2. From and after the Merger Date, the plan resulting from the merger
described in paragraph 1 above shall be governed by the terms and
provisions of the El Paso Plan as it exists on the Merger Date, and as
it may be amended from time to time thereafter ("Merged Plan"), except
as may be otherwise provided herein.
3. As more fully set forth in the Sonat Plan, (a) all Accounts under the
Sonat Plan with respect to any "Participant" in the Sonat Plan who has
a "Termination of Employment" before January 1, 2000 shall be paid as
provided in the Sonat Plan. Provisions in the El Paso Plan with respect
to the Accounts of other Participants in the Sonat Plan are set forth
in Paragraph 4 below.
4. A new Section 4.11 is added to the El Paso Plan after Section 4.10,
such new Section 4.11 to read in its entirety as follows, effective as
of January 1, 2000:
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4.11 PROVISIONS REGARDING FORMER SONAT EMPLOYEES
(a) CREDIT TO MEMORANDUM ACCOUNT. Effective as of January 1, 2000,
each person who had an Account in the Sonat Inc. Deferred
Compensation Plan (the "Sonat Plan") on December 31, 1999, and
who has not had a Termination of Employment before January 1,
2000 (a "Former Sonat Participant"), shall have credited to a
Memorandum Account an amount equal to the sum of (a) the
balance of his Account in the Sonat Plan on December 31, 1999
(determined as set forth in Section 3.3 of the Sonat Plan)
plus (b) the amount of any credits made under Section 3.1 of
the Sonat Plan in 2000 with respect to pay periods ending
before January 1, 2000. All Subaccounts under the Sonat Plan
with respect to deferrals of base pay (valued as set forth
above) shall be treated as deferrals of Base Salary under
Section 4.2 of this Plan. All Subaccounts under the Sonat Plan
with respect to deferrals of bonus (valued as set forth above)
shall be treated as deferrals of Cash Incentive Awards under
Section 4.3 of this Plan. All amounts so credited shall
initially be invested in an Interest Account.
(b) PAYMENT OF MEMORANDUM ACCOUNT. Unless otherwise provided
pursuant to the provisions of Section 4.11(c), the amount
credited to a Former Sonat Participant's Memorandum Account as
provided in Section 4.11(a), and the interest, income,
expense, gain or loss with respect thereto, shall be paid as
provided in this Section 4.11(b), taking into account all
Deferral Elections (as defined in the Sonat Plan) with respect
thereto made before January 1, 2000.
For purposes of this Section 4.11(b):
(1) if the "Payment Commencement Event" (as defined in
the Sonat Plan) with respect to a Deferral Election
is termination of employment, then (a) the amount
payable with respect to such Deferral Election shall
be valued as of the last business day of the calendar
quarter in which the termination of employment
occurs, and (b) such amount shall be paid on the
fifteenth day of the calendar quarter following the
termination of employment (or if such day is not a
business day, the next business day thereafter).
(2) if the Payment Commencement Event with respect to a
Deferral Election is a specified July 1, and the
Subaccount attributable to such Deferral Election is
to be paid in a cash lump sum, then (a) the amount
payable with respect thereto shall be valued as of
the June 15 (or if such day is not a business day,
the next business day thereafter) before the
specified July 1, and (b) such amount shall be paid
on the specified July 1 (or if such day is not a
business day, the next business day thereafter).
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(3) if the Payment Commencement Event with respect to a
Deferral Election is a specified July 1, and the
Subaccount attributable to such Deferral Election is
to be paid in annual installments, then (a) the
amount payable with respect thereto shall be valued
as of each June 15 (or if that day is not a business
day, the next business day) before the applicable
July 1, and (b) the amount to be paid on each July 1
(or if that day is not a business day, the next
business day) shall equal the value determined
pursuant to clause (a) above divided by the number of
installments remaining to be paid (including the
installment about to be paid).
(4) notwithstanding any other election made by a Former
Sonat Participant under the Sonat Plan before January
1, 2000, upon the Former Sonat Participant's death,
the amount credited to the Former Sonat Participant's
Memorandum Account as provided in Section 4.11(a),
and the interest, income, expense, gain or loss with
respect thereto, shall be valued as of the last
business day of the calendar quarter in which the
Former Sonat Participant's death occurred, and such
amount shall be paid to the deceased Former Sonat
Participant's designated beneficiary (or, if no
beneficiary has been designated, or if all designated
beneficiaries have predeceased the Former Sonat
Participant, to the Former Sonat Participant's
estate) in a cash lump sum on the fifteenth day of
the calendar quarter following the Former Sonat
Participant's death (or if such day is not a business
day, the next business day thereafter).
(C) SPECIAL ELECTION PERIOD. Each Former Sonat Participant may,
during a Special Election Period to be established by the
Management Committee (as described below), elect to have
payment of all (and not merely a part, except to the extent
contemplated below) of the amount credited to his or her
Memorandum Account as provided in Section 4.11(a), and the
interest, income, expense, gain or loss with respect thereto,
deferred until the Former Sonat Participant's retirement,
death, Permanent Disability, resignation, designated payment
date or termination of employment with the Company and its
subsidiaries, or until any other specified time that is
determined by the Management Committee. The election shall be
irrevocable and shall be made on a form prescribed or accepted
by the Management Committee. If a Former Sonat Participant
makes an effective election under this Section 4.11(c), then
Section 4.11(b) shall not apply (except as provided below) to
the amount subject to such election; provided that (a) if a
Former Sonat Participant has made a Deferral Election to be
paid a Subaccount on July 1, 2000, then no election under this
Section 4.11(c) may be made with respect thereto, and such
Subaccount shall be paid as provided in Section 4.11(b), (b) a
Former Sonat Participant may not elect a designated payment
date under this
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Section 4.11(c) prior to January 1, 2001, and (c) upon the
retirement, Permanent Disability, resignation or termination
of employment of a Former Sonat Participant before July 1,
2001, the election made by the Former Sonat Participant shall
be null and void, and all amounts in his or her Memorandum
Account with respect thereto shall be paid as provided in
Section 4.11(b). The Special Election Period provided for in
this Section 4.11(c) shall be such period of 30 or more days,
ending on or before June 30, 2000, as may be determined by the
Management Committee.
5. The phrase "designated payment date" is added after the word
"resignation" in each place that the word "resignation" appears in
Sections 4.2, 4.3, 4.4 and 4.5, effective as of December 3, 1998.
IN WITNESS WHEREOF, El Paso Energy Corporation has executed this
document as of December 31, 1999.
EL PASO ENERGY CORPORATION
By: /s/ Joel Richards III
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Executive Vice President
Human Resources and Administration
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