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EXHIBIT 10.N.1
AMENDMENT NO. 2 TO THE
EL PASO NATURAL GAS COMPANY
SUPPLEMENTAL BENEFITS PLAN
Pursuant to Section 5.7 of the Plan, the El Paso Natural Gas Company
Supplemental Benefits Plan is hereby amended as follows, effective as of
July 11, 1994:
1. Section 4.4 is amended to read as follows:
"4.4 Time and Manner of Payment
The payment of any benefits shall be made as provided below.
Such payment or payments shall constitute a complete discharge of all
obligations to the Participant and his or her Surviving Spouse or
Beneficiary under the Plan.
(a) The payment of any supplemental benefits
pursuant to Section 4.1 owed to a Participant (or his or her
Surviving Spouse) shall be made in a lump sum if such
Participant (i) terminates employment with the Employer prior
to attaining age 55, or (ii) dies while employed with the
Employer. The amount of the lump sum shall be determined under
Section 4.5, and payment shall be made as soon as practicable
after the Participant's termination of employment with the
Employer or death.
(b) In the absence of a valid, irrevocable
election made by a Participant pursuant to the provisions
described in (c) below, the payment of any supplemental
pension benefits pursuant to Section 4.1 owed to a Participant
who terminates employment with
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the Employer after attaining age 55 shall be made in a lump
sum as soon as practicable after the Participant terminates
employment with the Employer. The amount of such payments
shall be determined under Section 4.5 below.
(c) In the case of a benefit payable under
Section 4.1, the Participant may irrevocably elect one of the
forms of payment described in (d) below. Such election must be
made by the Participant before the later of (i) the date the
Participant attains age 53, (ii) 30 days after becoming a
Participant, or (iii) 30 days after the effective date of this
provision. For such election to become effective, the
Participant must remain in continuous active employment
with the Employer for at least two years or, in the case of an
election made pursuant to clause (ii) or (iii), such
Participant must remain in continuous active employment for a
minimum of six months following such election. In no event
will an election become effective if the Participant
terminates employment with the Employer prior to attaining age
55, or dies in service.
(d) A Participant may elect only one of following
forms of payment.
(i) Payment in a lump sum.
(ii) Monthly payments made over a five
year period, notwithstanding the
earlier death of the Participant.
(iii) Monthly payments made over a ten
year period,
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notwithstanding the earlier death
of the Participant.
(iv) Monthly payments made over the
remaining life of the Participant.
The amount of the payments shall be determined under
Section 4.5. In the case of option (i) payments will be made
as soon as practicable after the Participant's termination of
employment with the Employer. In the case of (ii), (iii) and
(iv), monthly payments will commence as soon as practicable
after the Participant's termination of employment with the
Employer.
(e) The payment of any supplemental RSP benefits
pursuant to Section 4.2 owed to a Participant (or his or her
Beneficiary) shall be made in a lump sum as soon as
practicable after the Participant's termination of employment
with the Employer and shall be in an amount equal to the
Participant's Memorandum Account balance at the time of
Payment.
(f) The payment of any other supplemental
benefits pursuant to an employment contract under Section 4.3
shall be made as provided in the employment contract."
2. Section 4.5 is amended to read as follows:
"4.5 Determination of Supplemental Pension Benefit Payments
The amount of a payment of supplemental pension
benefits pursuant to Section 4.1 to a Participant (or his or
her Surviving Spouse in the event of the Participant's
termination of employment on
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account of death) shall be determined by calculating the
benefit according to the terms of the Pension Plan as a single
life annuity. If another form of payment is payable, the
amount under such form shall be actuarially equivalent to such
single life benefit using the 1984 Unisex Pension Mortality
Table set forward one year and the immediate PBGC interest
rate in effect on January 1 of the year in which the payment
becomes distributable (or such other date during such year as
the Management Committee, in its sole discretion, may
designate)."
IN WITNESS WHEREOF, El Paso Natural Gas Company has caused this
amendment to be duly executed on this 24th day of October, 1994.
EL PASO NATURAL GAS COMPANY
Attest:
/s/ STACY J. JAMES By: /s/ JOEL RICHARDS
Its: Senior Vice President
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