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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
EL PASO CORPORATION
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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The following voting instruction card was sent to members of the Burlington
Northern Employee Stock Purchase Plan on June 5, 2003
WHITE PROXY CARD
CONFIDENTIAL VOTING INSTRUCTIONS
EL PASO CORPORATION
ANNUAL MEETING OF STOCKHOLDERS - JUNE 17, 2003
[GRAPHIC OMITTED]
SHARES AS OF MAY 2, 2003:
TO: COMPUTERSHARE TRUST COMPANY, TRUSTEE
BURLINGTON NORTHERN EMPLOYEE STOCK PURCHASE PLAN
The undersigned hereby directs the Trustee to vote, in person or by
proxy, the full and fractional shares of common stock of El Paso
Corporation credited to my account under the referenced Plan at the close
of business on May 2, 2003, the record date, at the Annual Meeting of
Stockholders to be held at the George R. Brown Convention Center, 1001
Avenida de las Americas, Houston, Texas 77010 on Tuesday, June 17, 2003 at
2:00 p.m. (local/Central time), and at any adjournment(s) or
postponement(s) of such meeting for the purpose identified on the reverse
side of this proxy and with discretionary authority as to any other matters
that may properly come before the Annual Meeting.
Signing and dating this proxy card will have the effect of revoking
any Zilkha/Wyatt proxy card you may have signed on an earlier date, and
will constitute a revocation of all previously granted authority to vote
with respect to the proposals included on the Zilkha/Wyatt proxy card.
If this proxy is completed, dated, signed and returned in the
accompanying envelope to the Trustee by June 13, 2003, the shares of stock
represented by this proxy will be voted in the manner directed herein by
the undersigned. If this proxy is properly executed and returned without
direction given, the shares represented by this proxy will be voted FOR
proposals 1, 2, 3, and 4 and against proposals 5, 6, 7, 8, 9, 10, and 11.
TO BE COMPLETED, SIGNED AND DATED ON REVERSE SIDE.
|X| Please mark votes as in this example
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1, 2, 3 AND 4.
1. Election of Directors. FOR All Nominees WITHHOLD Authority to
Nominees: listed Vote for All Nominees listed
(01) John M. Bissell, (02) Juan Carlos Braniff,
(03) James L. Dunlap, (04) Robert W. Goldman, | | | |
(05) Anthony W. Hall, Jr., (06) Ronald L. Kuehn, Jr.,
(07) J. Carleton MacNeil, Jr., (08) Thomas R. McDade,
(09) J. Michael Talbert, (10) Malcolm Wallop, | |
(11) John L. Whitmire, (12) Joe B. Wyatt. ----------------------------------------
FOR all nominees except as noted above
2. Proposal to ratify the appointment of PricewaterhouseCoopers
LLP as independent certified public accountants for fiscal year FOR | | AGAINST | | ABSTAIN | |
ending December 31, 2003.
3. Proposal to amend our Certificate of Incorporation to
eliminate Article 12 containing a "fair price" provision. FOR | | AGAINST | | ABSTAIN | |
4. Proposal to amend our Certificate of Incorporation to
eliminate our Series A Junior Participating Preferred Stock. FOR | | AGAINST | | ABSTAIN | |
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST PROPOSALS 5, 6, 7, 8, 9, 10
AND 11.
5. Zilkha proposal to amend By-laws to fix the number of FOR | | AGAINST | | ABSTAIN | |
directors at nine.
6. Zilkha proposal to amend By-laws to delete advance notice FOR | | AGAINST | | ABSTAIN | |
provisions applicable to director nominations.
7. Zilkha proposal to amend By-laws to repeal changes made after
November 7, 2002. FOR | | AGAINST | | ABSTAIN | |
8. Zilkha proposal for sequence for presentation of proposals. FOR | | AGAINST | | ABSTAIN | |
9. Stockholder proposal regarding pay disparity report. FOR | | AGAINST | | ABSTAIN | |
10. Stockholder proposal regarding indexed options for senior
executives. FOR | | AGAINST | | ABSTAIN | |
11. Stockholder proposal regarding stockholder approval of any
adoption of a poison pill. FOR | | AGAINST | | ABSTAIN | |
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SIGNATURE DATE
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SIGNATURE DATE
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE. Please sign exactly as your name appears. If acting as
attorney, executor, trustee or in other representative capacity, sign name
and title. If a corporation, please sign in full corporation name by
president or other authorized officr. If a partnership, please sign in
partnership name by authorized person. If held jointly, both parties must
sign and date.