Exhibit 10.18


                    FOURTEENTH AMENDMENT TO THE PENSION PLAN
                    FOR EMPLOYEES OF THE COASTAL CORPORATION


         THIS AMENDMENT is made the 31st day of December, 1997, by The Coastal
Corporation, a Delaware corporation (hereinafter referred to as the "Company").


                                   WITNESSETH:


         WHEREAS, the Pension Plan for Employees of The Coastal Corporation was
restated as of January 1, 1989, and has since been amended (such plan, as
restated and amended, is hereinafter referred to as the "Plan");

         WHEREAS, the Company wishes to amend the Plan to conform to changes in
the Code as a result of the Small Business, Health Insurance and Welfare Reform
Acts of 1996; and

         WHEREAS, the Company wishes to amend the Plan to increase to $5,000 the
maximum value of a Participant's benefit that can be distributed without his
consent after termination of employment, as permitted by the Taxpayer Relief Act
of 1997; and

         WHEREAS, the ANR Advance Transportation Company, Inc. adopted a pension
plan for its employees effective November 3, 1995; and

         WHEREAS, the Company wishes to amend the Plan to terminate the Tenth
Supplement - Freight Plan effective November 3, 1995; and

         WHEREAS, the Company wishes to amend the Plan to terminate the
Regulated Companies Supplement effective January 2, 1996; and

         WHEREAS, the Company wishes to amend various other provisions of the
Plan;

         NOW, THEREFORE, the Plan is amended in the following respects:

1.       Effective January 1, 1998, Section 1.2 is amended to read in its
         entirety as follows:

                  "1.2 "Actuarial Equivalent" means any one of two or more
         benefits of equivalent value as determined actuarially on the basis of
         such rate of interest and rates of mortality as shall have been adopted
         by the Company for such purpose. Until and unless the Plan is amended
         to change such assumptions, the mortality rates used shall be those of
         the 1971 Group Annuity Mortality Table and the assumed interest rate
         shall be 7.5% per annum. Single-sum cash settlements shall be
         determined using the mortality table prescribed by the Secretary of the
         Treasury pursuant to Section 415(b) of the Code, which is based upon a
         fixed blend of 50% of the male mortality rates and 50% of the female
         mortality rates from the 1983 Group Annuity Mortality Table and the
         assumed interest rate shall be the annual rate of interest on 30-year
         Treasury securities for the second full calendar month immediately
         preceding the first day of the Plan Year during which the date of
         distribution occurs. This provision is effective for Plan Years
         commencing after December 31, 1997."

2.       Effective for Plan Years beginning after December 31, 1996, the second
         paragraph of Section 1.2A is amended to read in its entirety:

                  "In no event shall Average Annual Compensation of a
         Participant taken into account under the Plan for any Plan Year exceed
         $160,000 (or such greater amount provided pursuant to Section
         401(a)(17) of the Code.)"



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3.       Effective for Plan Years beginning after December 31, 1996, the second
         paragraph of Section 1.2B is amended to read in its entirety as
         follows:

                  "In no event shall Basic Compensation of a Participant taken
         into account under the Plan for any Plan Year exceed $160,000 (or such
         greater amount provided pursuant to Section 401(a)(17) of the Code.)"

4.       Section 1.9, "Compensation," is amended to insert "$160,000" in lieu of
         "$150,000" and to add a new second paragraph to read in its entirety as
         follows:

                  "Effective for Plan Years commencing after December 31, 1997,
         for purposes of applying the contribution and benefit limitations of
         Section 415 of the Code, Compensation shall include an Employer
         contribution pursuant to a salary reduction agreement to a plan which
         meets the qualification requirements of Section 401(k) of the Code and
         any amount which is excluded from gross income pursuant to Section 125
         of the Code."

5.       Section 1.10(g) (provision with respect to defining "leased employee")
         is amended to read in its entirety as follows:

                  "(g) A person who is not an employee of the Company, a
         Subsidiary or a Related Employer and who performs services for the
         Company, Subsidiary or Related Employer pursuant to an agreement
         between the Company, a Subsidiary or a Related Employer and a leasing
         organization shall be considered a "leased employee" after such person
         performs such services for a twelve-month period and the services are
         performed under the primary direction or control of the Company,
         Subsidiary or a Related Employer. A person who is considered a leased
         employee of the Company, a Subsidiary or a Related Employer shall not
         be considered an Employee for purposes of the Plan. If a leased
         employee subsequently becomes an Employee and thereafter participates
         in the Plan, he shall receive credit for vesting under Section 5.4 for
         his period of employment as a leased employee, except to the extent
         that Section 414(n)(5) of the Code was satisfied with respect to such
         Employee while he was a leased employee.

                  A person who is not considered to be a "leased employee" as
         defined above and who is engaged as an independent contractor pursuant
         to a contract or agreement between such person and the Company, a
         Subsidiary or a Related Employer which designates him as an independent
         contractor or otherwise contemplates or implies that he will function
         as an independent contractor is not considered an Employee for purposes
         of the Plan. Only individuals who are paid as employees from the
         payroll of the Company, a Subsidiary or a Related Employer and treated
         by the Company, Subsidiary or Related Employer at all times as
         Employees shall be deemed Employees for purposes of the Plan, and no
         independent contractor shall be treated as an Employee under the Plan
         during the period he renders services to the Company as an independent
         contractor. Any person retroactively or in any other way held or found
         to be a "common law employee" shall not be eligible to participate in
         the Plan for any period during which he was not treated as an Employee
         by the Company and considered to be an "Employee" under this
         definition. If an independent contractor subsequently becomes an
         Employee and thereafter participates in the Plan, he shall receive
         credit for vesting under Section 5.4 for his period of employment as an
         independent contractor."

6.       Section 1.13 is amended to read in its entirety as follows:

                  "1.13 "Highly Compensated Participant" means a Participant
         who, (a) during the current Plan Year or the preceding Plan Year, was
         at any time a five-percent owner (as defined in Section 416 of the
         Code) of the Company, or (b) during the preceding Plan Year (I)
         received Compensation from the Company in excess of $80,000 (or such
         greater amount provided by the Secretary of the Treasury pursuant to
         Section 414(q) of the Code) and, if elected by the Company, was in the
         top-paid group of Employees (as defined in Section 414(q) of the Code)
         for such Year. A Participant is in the top paid group for such Plan
         Year if he is in the group consisting of the top 20 percent of the
         Employees when ranked on the basis of compensation (as defined in
         Section 414(q)(4)) paid during such Plan Year.


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         This amendment to Section 1.13 is effective for Plan Years beginning
after December 31, 1996, except that in determining whether a Participant is a
Highly Compensated Participant for the Plan Year commencing January 1, 1997, the
amendment is treated as having been in effect for the Plan Year beginning
January 1, 1996."

7.       Section 1.16A is amended to read in its entirety as follows:

         "1.16A "Period of Severance" means a continuous period of time during
         which an individual is not employed by the Company. Such a period shall
         begin on the earlier of: (i) the day on which the individual quits,
         retires, is discharged or dies; or (ii) the first anniversary of the
         date on which the individual separates from service with the Company
         for any reason other than the reasons set forth in clause (i) above,
         such as vacation, holiday, sickness, disability, leave of absence or
         layoff. A Period of Severance shall end on the date on which an
         individual again performs an Hour of Service for the Company. A Period
         of Severance does not include a period of time for which an individual
         is credited with an Hour of Service."

8.       Section 1.28(c)(iii) is deleted in its entirety because the provision
         is duplicative and the following subsections are renumbered
         accordingly.

9.       A new section 1.29, "Uniformed Services" is added to read in its
         entirety as follows:

                  "1.29 "Uniformed Services" means, with respect to the United
         States of America, the Armed Forces, the Army National Guard and the
         Air National Guard when engaged in active duty for training, or
         full-time National Guard duty, the commissioned corps of the Public
         Health Service, and other category of persons designated by the
         President of the United States of America in time of war or emergency."

10.      A new section 1.30 "Veterans' Rights Act" is added to read in its
         entirety as follows:

                  "1.30    "Veterans' Rights Act" means the Uniformed Services
         Employment and Reemployment Rights Act of 1994 (P.L. 103-353), as
         amended."

11.      A new section 3.5 is added to read in its entirety as follows:

                  "3.5     Veterans' Rights Act.  (Provisions of this Section
         are effective October 13, 1994.)

                  a)       The provisions of this Section apply only to the
                           extent required by the Veterans' Rights Act.

                  b)       The Veterans' Rights Act provides for coverage under
                           the Plan for persons who were covered Employees at
                           the time of their departure to render service in the
                           Uniformed Services and who otherwise qualify for
                           coverage under such Act.

                  c)       Notwithstanding any provision of this Plan to the
                           contrary, contributions, benefits and Service credit
                           with respect to qualified service in the Uniformed
                           Services will be provided in accordance with Section
                           414(u) of the Code."

12.      A new Section 5.1(h) is added to read in its entirety as follows:

                  "(h) Employment by Nonadopting Subsidiaries and Related
         Employers. Individuals employed by a nonadopting Subsidiary or Related
         Employer are not eligible to commence receipt of Retirement Income
         until employment with all of the Company, Subsidiaries and Related
         Employers is terminated. Upon termination of employment from all of the
         Company, Subsidiaries and Related Employers, the individual's age at
         the time of such termination shall be used in determining the
         individual's amount of Retirement Income."

13.      Section 5.2 is amended to add the following second paragraph to read in
         its entirety as follows:



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                  "If a Participant retires after the calendar year in which he
         attains age 70 1/2, the Retirement Income of such Participant shall be
         actuarially increased to take into account the period after 70 1/2 in
         which the Participant was not receiving any benefits under this Plan
         reduced by the actuarial equivalent of any distributions made with
         respect to the Participant's Retirement Income after the deferral
         commenced. The actuarial increase must be provided for the period
         commencing on the April 1 following the calendar year in which the
         Participant attains age 70 1/2 and in the case of a Participant who
         attained age 70 1/2 prior to 1996, the starting date for the period of
         actuarial increase is January 1, 1997."

14.      Effective for Plan Years commencing after December 31, 1999, 5.8(g) is
         deleted in its entirety and replaced with "Reserved." A notation to the
         effect of the deletion of the provision shall be made in the Plan
         document.

15.      A new Section 6.2(d) is added to read in its entirety as follows and
         subsequent subsections of Section 6.2 are renumbered accordingly:

                  "(d) Notwithstanding the above, (i) a distribution of benefits
         may commence less than thirty days after the notice required pursuant
         to Section 6.2(a), provided that (A) a Participant elects to waive the
         requirement that notice be given at least thirty days prior to the
         annuity starting date; and (B) the distribution commences more than
         seven days after such notice is provided and (ii) the notice described
         in Section 6.2(a) may be provided after the annuity starting date, in
         which case, the applicable Election Period shall not end before the
         thirtieth day after the date on which such notice is provided, unless
         the Participant elects to waive the thirty-day notice requirements
         pursuant to clause (i) of this paragraph."

16.      In the last sentence of renumbered Section 6.2(f), the words "this
         paragraph (f)" are inserted in lieu of "this paragraph (e)."

17.      Section 6.6(a) is amended to insert "$5,000" in lieu of "$3,500" and
         adding at the end thereof the following sentence: "Prior to January 1,
         1998, $3,500 should be used in lieu of $5,000."

18.      In Section 6.6, the words "single sum" are inserted in lieu of "lump
         sum" in all places where such words appear.

19.      In the second paragraph of Section 6.7(a) "$5,000" is inserted in lieu
         of "$3,500" and adding at the end thereof the following sentence:
         "Prior to January 1, 1998, $3,500 should be used in lieu of $5,000."

20.      Effective for years beginning after December 31, 1996, Section 6.7(b)
         (iii) is amended to read in its entirety as follows:

                  "(iii) For purposes of this subsection (b), the Required
         Distribution Date means April 1 of the calendar year following the
         later of (A) the calendar year in which the Participant attains age 70
         1/2, or (B) the calendar year in which the Participant terminates
         service with the Company, unless he is a 5% owner (as defined in
         Section 416 of the Code) of the Company with respect to the Plan Year
         ending in the calendar year in which he attains age 70 1/2, in which
         case clause (B) shall not apply.

                  However, if the Participant attains age 70 1/2 in calendar
         year 1988, the Required Distribution Date means April 1, 1990, and if
         the Participant attains age 70 1/2 prior to January 1, 1988, the
         Required Distribution Date means the April 1 following the later of the
         calendar year in which the Participant: (A) attains age 70 1/2, or (B)
         terminates service with the Company, unless he is a 5% owner (as
         defined in Section 416 of the Code) of the Company with respect to the
         Plan Year ending in the calendar year in which he attains age 70 1/2,
         in which case clause (B) shall not apply.

                  If a Participant (other than a 5% owner) attained age 70 1/2
         prior to 1997 and elected not to retire, the Participant shall continue
         to receive the distribution of Retirement Income until the Participant
         affirmatively elects to discontinue such distributions until the
         Participant retires, subject to the terms of an applicable qualified
         domestic relations order, as defined in Section 414(p) of the Code.


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                  If a Participant (other than a 5% owner) attains age 70 1/2 in
         1996 and elects not to retire during 1996, the Participant may elect to
         defer the commencement of the distribution of Retirement Income, which
         election must be made by December 31, 1997. If such Participant elects
         not to defer the distribution of Retirement Income, the Participant
         must be paid a "make-up" distribution which is the Actuarial Equivalent
         of Retirement Income calculated as though the Participant had retired
         at age 70 1/2 during 1996 and distributions of Retirement Income had
         commenced on April 1, 1997 and were paid through December 31, 1997. The
         make-up distribution calculated under this provision must be paid to
         the Participant by December 31, 1997.

                  If a Participant (other than a 5% owner) attains age 70 1/2 in
         1997 or 1998 and elects not to retire, such Participant may
         affirmatively elect to have his Retirement Income commence April 1 of
         the year following the calendar year in which the Participant attains
         age 70 1/2.

                  A Participant (other than a 5% owner) who attains age 70 1/2
         after December 31, 1998 shall no longer have the option of electing to
         commence the distribution of Retirement Income prior to termination of
         employment."

21.      Clauses (1) through (3) of Section 9.3 (c) are amended by inserting
         "or on behalf of" between "to" and "an Employee."

22.      Section 9.4 is amended by inserting "Plan Year" in lieu of "year" at
         the end of the section.

23.      Effective for Plan Years beginning after December 31, 1997, a new
         Section 11.8 is added to read in its entirety as follows:

                  "11.8 Missing Participants. Upon termination of this Plan, the
         Administrator shall transfer to the Pension Benefit Guaranty
         Corporation ("PBGC") assets sufficient to fund the benefit of each
         missing Participant whom the Administrator cannot locate after a
         diligent search and whose benefit is not provided for by the purchase
         of an annuity. The Administrator shall provide the PBGC with
         information, such as the name of the annuity provider and the name of
         the Participant, as to any missing Participant for whom the
         Administrator purchases an annuity. The provisions of this Section are
         effective for Plan Years beginning after December 31, 1997."

24.      The Freight Retirement Income Plan section of the Introduction is
         amended to add a new third paragraph to read in its entirety as
         follows:

         "As of November 3, 1995, the Freight Plan was separated from the Plan."

25.      The Tenth Supplement - Freight Plan is deleted in its entirety
         effective November 3, 1995, and the subsequent supplements are
         re-numbered accordingly.

26.      The Eleventh Supplement, Regulated Companies Supplement, is deleted
         effective January 2, 1996.

27.      Except for the preceding, all of the terms of the Plan shall remain in
         full force and effect.


         IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its duly authorized officers and its seal to be affixed hereto as of
the date indicated above and the provisions of this Amendment shall be effective
as of the date indicated above, unless otherwise stated or required by law.

ATTEST:                              THE COASTAL CORPORATION
(Seal)


/S/ AUSTIN M. O'TOOLE                By:  /S/ DAVID A. ARLEDGE
-------------------------------           -------------------------------------
Austin M. O'Toole                         David A. Arledge
Senior Vice President and Secretary       President and Chief Executive Officer




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