INDEMNIFICATION AGREEMENT

      This Indemnification Agreement (this Agreement) is made and delivered this                     day of                     ,                     , (the Effective Date) by El Paso Corporation (the Company), to and for the benefit of                     (Participant).

RECITALS

      WHEREAS, in order to induce Participant to continue as an officer of the Company (an Officer) and/or in the capacity of a fiduciary under certain of the Companys employee benefit plans (a Fiduciary), the Company is executing and delivering to Participant this Indemnification Agreement.

      NOW, THEREFORE, in consideration of the foregoing, the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company hereby agrees as follows:

SECTION 1. Right To Indemnification

      If Participant is made a party or is threatened to be made a party to or is involved (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a proceeding), by reason of the fact that he is or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciary, is or was serving as an officer, director, employee or agent of any subsidiary of the Company (or otherwise is or was serving at the request of the Company including service with respect to any employee benefit plan), whether the basis of such proceeding is alleged action in an official capacity as an Officer or Fiduciary or in any other capacity while serving as an Officer and/or Fiduciary, he shall be indemnified and held harmless by the Company to the fullest extent permitted by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), or by other applicable law as then in effect, against all expense, liability and loss (including attorneys fees, judgments, fines, ERISA excise taxes or penalties and amounts to be paid in settlement) actually and reasonably incurred or suffered by him in connection therewith and such indemnification shall continue after Participant has ceased to be an Officer and/or a Fiduciary and shall inure to the benefit of Participants heirs, executors and administrators; provided, however, that except as provided in Section 2 of this Agreement with respect to proceedings seeking to enforce rights to indemnification or to advancement of expenses, the Company shall be required to indemnify Participant in connection with a proceeding (or part thereof) initiated by Participant only if such proceeding (or part thereof) was authorized by the Board of Directors of the Company (the Board). The right to indemnification conferred in this Agreement shall include the right to be paid by the corporation the reasonable expenses (including attorneys fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an advancement of expenses); further provided, however, that, if the General Corporation Law of the State of Delaware requires, an advancement of expenses incurred by Participant in his capacity as an Officer and/or a Fiduciary (and not in any other capacity in which service was or is rendered by Participant while an Officer and/or a Fiduciary, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking, if permitted by Federal Law, by or on behalf of Participant, to repay all amounts so advanced if it shall ultimately be determined that he is not entitled to be indemnified under this Agreement, or otherwise, and provided further that except as provided in Section 2 of this Agreement with respect to proceedings seeking to enforce rights to indemnification or an advancement of expenses, the Company shall be required to advance expenses to Participant in connection with a proceeding initiated by him only if such proceeding was authorized by the Board.