Exhibit 10.14


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


         This AMENDMENT, made the 20th day of May , 1994, 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
amended, is hereinafter referred to as the "Plan");

         WHEREAS, the Company wishes to amend the Plan to conform to changes in
statutory and regulatory requirements for continued qualification under
provisions of the Code;

         WHEREAS, the Company wishes to amend the Plan to minimize the
limitations imposed by Section 415 of the Code by adopting the extended wear
away approach combined with permitted increases in Retirement Income, where the
limitation has reduced the benefit otherwise payable under the Plan;

         WHEREAS, the Company wishes to amend the Plan to recognize up to five
years of prior service for eligibility and vesting purposes for persons employed
by Soldier Creek Coal Company on September 15, 1993;

         WHEREAS, the Company wishes to amend the SUFCo/UFCo Supplement to
provide that other employers may adopt its provisions;

         WHEREAS, the Company wishes to amend the Plan to specify the method
used to determine Retirement Income of a Participant with service under more
than one pension plan for years after 1992; and

         WHEREAS, the Company wishes to amend the Plan to clarify various
provisions;

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

         1. Section 1.2 is amended as of the July 1, 1 994 by inserting the
words "as of the first day of the Plan Year that contains the distribution date"
in lieu of "as of the date of distribution" provided that any distribution in
the one year period commencing at the time this amendment is effective must use
the rate determined under the Plan, either before or after the amendment, that
results in the larger accrued benefit.

         2.     Section 1.2B is amended as of January 1, 1994, by deleting the
                last sentence thereof.

         3.     Section 1.10 is amended as of April 1, 1990 by:

                (a)   Deleting the words "as a Regular Employee" from the first
                      sentence thereof;

                (b)   Deleting the first, third and fourth sentences of
                      subsection (a) thereof;

                (c)   Inserting the word "an" in lieu of the words "a Regular"
                      in subsection (a) each time such words appear therein; and

                (d)   Deleting subsection (h) thereof.



                                        1

<PAGE>



         4.     A new Subsection (e) is added to Section 1.14 to read as follows
in its entirety:

                "(e) For purposes of eligibility to participate in the Plan and
vesting, Hour of Service shall include hours during an approved leave of absence
granted by the Company to an Employee on or after August 5, 1993 pursuant to the
Family and Medical Leave Act, if the Employee returns to work for the Company at
the end of such leave of absence."

         5.     Section 1.15 is amended by inserting the words "coincident with
or next following" in lieu of the words "next following" in the first sentence
thereof.

         6.     A new Section 1.1 5B is added to read as follows in its entirety
as of January 1, 1994:

                "1.15B 'OBRA '93' means the Omnibus Budget Reconciliation
                Act of 1993, Public Law No. 103-66."

         7.     Section 1.9 is amended by deleting the word "Basic" from the
last sentence thereof.

         8.     A new Section 1.19A is added to read as follows in its entirety
as of January 1, 1989:

                "1.19A 'Regulations' means regulations issued pursuant to
                provisions of the Code."

         9.     Subsection (e) of Section 5.1 is amended by deleting both
paragraphs preceding item (i) and inserting The following therein:

                "Benefit Adjustment Due to Transfer Between Employers. The
Retirement Income of a Participant who did not qualify as an Employee with
respect to this Plan during periods of time when such Participant was eligible
to participate in another defined benefit pension plan maintained by the
Company, a Subsidiary or a Related Employer shall be determined pursuant to
items (i), (ii) and (iii) of this Section 5.1(e)."

         10.     The second sentence of Subsection (a) of Section 5.3 is amended
by inserting the words "first day of the month coincident with or next
following" in lieu of the words "first day of the month next following" therein.

         11.     Phrase (i) of Item (i) of Subsection (a) of Section 5.5 is
amended by inserting the words "first day of the month coincident with or
following" in lieu of the words "first day of the month following" therein.

         12.     Item (iii) of Subsection (a) of Section 5.8 is amended by
inserting the reference "1.28" in lieu of the reference "1.28(b)" therein.

         13.    Subsection (l) of Section 5.8 is amended as of January 1, 1989,
to read as follows in its entirety:

                "(I) Any reduction in Retirement Income made pursuant to
provisions of this Section 5.8 shall be increased in subsequent years to the
extent allowed by changes in the limitation provisions of Section 415 of the
Code including increases in the maximum dollar limitations permitted in such
future years."

         14.    A new Section 5.9 is added effective retroactively as of January
 1, 1 994 to read as follows in its entirety:

                "5.9 Limitation on Basic Compensation.

        (a)    In addition to other applicable limitations set forth in the
               Plan, and notwithstanding any other provision of the Plan to the
               contrary, for Plan Years beginning on or after January 1, 1994,
               the annual Basic Compensation of each Employee taken into account
               under the Plan shall not exceed the OBRA '93 annual compensation
               limit. The OBRA '93 annual compensation limit is $150,000, as
               adjusted for increases in the cost of living in accordance with
               Section 401(a)(17)(B) of the Code. The cost-of-living adjustment
               in effect for a calendar year applies to any period, not
               exceeding 12 months, over which Basic Compensation is
               ("determined determination") period beginning in such calendar
               year. If a


                                        2

<PAGE>



                determination period consists of fewer than 12 months, the OBRA
                '93 annual compensation limit will be multiplied by a fraction,
                the numerator of which is the number of months in the
                determination period, and the denominator of which is 12.

                For Plan Years beginning on or after January 1, 1994, any
                reference in this Plan to the limitation under Section 401 (a)(1
                7) of the Code shall mean the OBRA '93 annual compensation limit
                set forth in this provision.

                If Basic Compensation for any prior determination period is
                taken into account in determining an Employee's benefits
                accruing in the current Plan Year, the Basic Compensation for
                that prior determination period is subject to the OBRA '93
                annual compensation limit in effect for that prior determination
                period. For this purpose, for determination periods beginning
                before the first day of the first Plan Year beginning on or
                after January 1, 1994, the OBRA '93 annual compensation limit is
                $150,000.

         (b)    The provisions of this subsection are referred to as the Formula
                with Extended Wear-way. Unless otherwise provided under the
                Plan, each Section 401 (a)(17) Employee's accrued benefit under
                this Plan will be the greater of the accrued benefit determined
                for the Employee under 1 or 2 below:

                1.    the Employee's accrued benefit determined with respect to
                      the benefit formula applicable for the Plan Year beginning
                      on or after January 1, 1994, as applied to the Employee's
                      total Years of Service taken into account under the Plan
                      for the purposes of benefit accruals, or

                2.    the sum of:

                      (A)    the Employee's accrued benefit as of the last day
                             of the last Plan Year beginning before January 1,
                             1994, frozen in accordance with Section 1.401 (a)
                             (4)-13 of the Regulations, and

                      (B)    the Employee's accrued benefit determined under the
                             benefit formula applicable for the Plan Year
                             beginning on or after January 1, 1994, as applied
                             to the Employee's Years of Service credited to the
                             Employee for Plan Years beginning on or after
                             January 1, 1994, for purposes of benefit accruals.

                A "Section 401 (a)(17) employee" means an Employee whose current
                accrued benefit as of a date on or after the first day of the
                first Plan Year beginning on or after January 1, 1994, is based
                on Basic Compensation for a year beginning prior to the first
                day of the first Plan Year beginning on or after January 1,
                1994, that exceeded $150,000.

         (c)    If this Plan satisfies the requirements of Sections 1.401 (a)
                (4)-13(c) and (d) of the Regulations for a fresh-start as of the
                last day of the last Plan Year beginning before January 1, 1994,
                then notwithstanding any other provisions of the Plan, any
                Section 401 (a)(17) employee's accrued benefit, frozen in
                accordance with Section 1.401 (a) (4)-13 of the Regulations as
                of a fresh-start date, is adjusted to reflect increases in the
                Employee's Basic Compensation after the fresh-start date.
                However, this adjustment may be made only if the adjustment will
                not cause the Plan to fail to satisfy the consistency
                requirement of Section 1.401 (a) (4)-I 3(c), as modified by
                Section 1.401(a)(17)-1(e) of the Proposed Regulations.

                In determining a Section 401(a)(17) employee's accrued benefit
                in any Plan Year beginning on or after January 1, 1994, the
                portion of the Employee's frozen accrued benefit attributable to
                a Plan Year beginning before January 1, 1994, will be determined
                in accordance with Method A for statutory Section 401(a)(17)
                employees and Method B for Section 401 (a)(17) employees other
                than statutory Section 401 (a)(17) employees.



                                        3

<PAGE>



                A "statutory Section 401(a)(17) employee" means an Employee
                whose current accrued benefit as of a date on or after the first
                day of the first Plan Year beginning on or after January 1,
                1994, is based on Basic Compensation for a year beginning prior
                to the first day of the first Plan Year beginning on or after
                January 1, 1989, that exceeded $ 200,000.

                A "Section 401 (a)(17)" employee means an Employee whose current
                accrued benefit as of a date on or after the first day of the
                first Plan Year beginning on or after January 1, 1 994, is based
                on Basic Compensation for a year beginning prior to the first
                day of the first Plan Year beginning on or after January 1,
                1994, that exceeded $150,000.

                (i)   Method A (Statutory Section 401 (a)(1 7) employees):

                      Step 1: Determine each statutory Section 401 (a)(17)
                              employee's accrued benefit as of the last day of
                              the last Plan Year beginning before January 1,
                              1989, frozen in accordance with Section 1.401 (a)
                              (4)-I 3 of the Regulations.

                      Step 2: Adjust the amount in step 1 up through the last
                              day of the last Plan Year beginning before the
                              first Plan Year beginning on or after January 1,
                              1994, under the method provided under the Plan for
                              increasing the amount in step 1 to take into
                              account increases in Basic Compensation in Plan
                              Years beginning on or after January 1, 1 989.
                              However, if the Plan does not provide for such
                              increases, the amount in step 2 shall be equal to
                              the amount in step 1.

                      Step 3: Determine the statutory Section 401 (a)(17)
                              employee's accrued benefit as of the last day of
                              the last Plan Year beginning before January 1,
                              1994, frozen in accordance with Section 1.401 (a)
                              (4)-13 of the Regulations.

                      Step 4: Subtract the amount determined in step 2 from the
                              amount determined in step 3.

                      Step 5: Adjust the amount in step 4 by multiplying it by
                              the following fraction (not less than 1). The
                              numerator of the fraction is the statutory Section
                              401(a)(17) employee's average Basic Compensation
                              determined for the current year (as limited by
                              Section 401 (a)(17)), using the same definition
                              and Basic Compensation formula in effect as of the
                              last day of the last Plan Year beginning before
                              January 1, 1994. The denominator of the fraction
                              is the Employee's average Basic Compensation for
                              the last day of the last Plan Year beginning
                              before January 1, 1994, using the definition and
                              Basic Compensation formula in effect as of the
                              last day of the last Plan Year beginning before
                              January 1, 1994.

                      Step 6: Adjust the amount in step 1 by multiplying it by
                              the following fraction (not less than 1). The
                              numerator of the fraction is the statutory Section
                              401(a)(17) employee's average Basic Compensation
                              for the current year (as limited by Section 401
                              (a)(1 7)), using the same definition of Basic
                              Compensation and compensation formula in effect as
                              of the last day of the last Plan Year beginning
                              before January 1, 1 989. The denominator of the
                              fraction is the Employee's average Basic
                              Compensation for the last day of the last Plan
                              Year beginning before January 1, 1989, using the
                              definition and compensation formula in effect as
                              of the last day of the last Plan Year beginning
                              before January 1, 1989.

                      Step 7: Add the amounts determined in step 5, and the
                              greater of steps 6 or 2.

                      (ii)   Method B (Section 401 (a)(17) employees other than
                             statutory Section 401 (a)(17) employees):


                                        4

<PAGE>



                             Step 1: Determine the accrued benefit of each
                                     Section 401 (a)(17) employee other than
                                     statutory Section 401 (a)(17) employees as
                                     of the last day of the Plan Year beginning
                                     before January 1, 1 994, frozen in
                                     accordance with Section 1.401 (a)(4)-13 of
                                     the Regulations.

                             Step 2: Adjust the amount in step 1 by multiplying
                                     it by the following fraction (not less than
                                     1). The numerator of the fraction is the
                                     average Basic Compensation of the Section
                                     401(a)(17) employee who is not a statutory
                                     Section 401 (a)(1 7) employee determined
                                     for she current year (as limited by Section
                                     401(a)(17)), using the same definition and
                                     compensation formula in effect as of the
                                     last day of the last Plan Year Beginning
                                     before January 1, 1994. The denominator of
                                     the fraction is the Employee's average
                                     Basic Compensation for the last day of the
                                     last Plan Year beginning before January 1,
                                     1994, using the definition and compensation
                                     formula in effect as of the last day of the
                                     last Plan Year beginning before January 1,
                                     1994.

         15.    Subsection (a) of Section 6.6 is amended (i) by deleting the
words "the end of the Plan Year in which" therefrom and (ii) by inserting the
words "termination of employment with the Company, Subsidiaries and Related
Employers" in lieu of the words "Break in Service" each time they appear
therein.

         16.    Subsection (b) of Section 6.6 is amended to read as follows in
its entirety:

                "(b) (i) This subsection applies to distributions made on or
after January 1, 1993. Notwithstanding any provision of the Plan to the contrary
that would otherwise limit a Distributee's election under this subsection, a
Distributee may elect, at the time and in the manner prescribed by the Plan
Administrator, to have any portion of an Eligible Rollover Distribution paid
directly to an Eligible Retirement Plan specified by the Distributee in a Direct
Rollover.

                      (ii)   Definitions.

                      (A) 'Eligible Rollover Distribution' is any distribution
                of all or any portion of the balance to the credit of the
                Distributee, except that an Eligible Rollover Distribution does
                not include: Any distribution that is one of a series of
                substantially equal periodic payments (not less frequently than
                annually) made for the life (or life expectancy) of the
                Distributee or the joint lives (or joint life expectancies) of
                the Distributee and the Distributee's designated Beneficiary, or
                for a specified period of ten years or more; any distribution to
                the extent such distribution is required under Section 401
                (a)(9) of the Code; and the portion of any distribution that is
                not includible in gross income (determined without regard to the
                exclusion for net unrealized appreciation with respect to
                employer securities).

                      (B) 'Eligible Retirement Plan' is an individual retirement
                account described in Section 408(a) of the Code, an individual
                retirement annuity described in Section 408(b) of the Code, an
                annuity plan described in Section 403(a) of the Code, or a
                qualified trust described in Section 401(a) of the Code, that
                accepts the Distributee's Eligible Rollover Distribution.
                However, in the case of an Eligible Rollover Distribution to the
                surviving Spouse, an Eligible Retirement Plan is an individual
                retirement account described in Section 408(a) of the Code or
                individual retirement annuity described in Section 408(b) of the
                Code.

                      (C) 'Distributee' includes an Employee or former Employee.
                In addition, the Employee's or former Employee's surviving
                Spouse and the Employee's or former Employee's spouse or former
                spouse who is the alternate payee under a qualified domestic
                relations order, as defined in Section 414(p) of the Code, are
                Distributees with regard to the interest of the spouse or former
                spouse.

                      (D) 'Direct Rollover' is a payment by the Plan to the
                Eligible Retirement Plan specified by the Distributee.



                                        5

<PAGE>



         17.    Section 6.10 is amended in the following respects:

                (a)   In second sentence of subsection (a), the words "assets of
                      the Plan" are inserted in lieu of the word "assets";

                (b)   In subsections (b) and (c), the words "assets of the Plan"
                      are inserted in lieu of the word "assets"; and

                (c)   In subsection (d), the word "assets" is inserted in lieu
                      of "amounts".

         18.    Section 9.5 is amended to read as follows in its entirety:

                "9.5 Reasonable Method - Any reasonable and consistent method
selected by the Administrator may be used to determine the value of Current
Liabilities and Plan assets."

         19.    Section 11.1 is clarified by inserting the words "resolution of
the Board, as evidenced by a written instrument executed by an authorized
officer of Coastal," in lieu of the words "resolution of the Board" therein.

         20.    Item (i) of subsection (a) of Section 11.5 is amended to read as
follows in its entirety:

                "(i)  There shall first be set aside each Participant's and
                      former Participant's voluntary contribution and rollover
                      contribution accounts."

         21.    Subsection (a) of Section 12.13 is amended to read as follows in
its entirety:

                "(a)  With the approval of Coastal, as evidenced by a written
                      instrument executed by an officer of Coastal, any Related
                      Employer or Subsidiary may adopt the Plan and qualify its
                      employees to become Participants hereunder by resolution
                      of its Board of Directors, as evidenced by a written
                      instrument executed by an authorized officer of such
                      Related Employer or Subsidiary."

         22.    Subsection (b) of Section 12.13 is amended by inserting the
words "resolution of its Board of Directors, as evidenced by a written
instrument executed by an authorized officer of such Related Employer or
Subsidiary," in lieu of the words "appropriate action" in the first sentence
thereof.

         23.    The second sentence of Section 12.14 is clarified by inserting
the words "by resolution of its Board of Directors, as evidenced by a written
instrument executed by an authorized officer of such Related Employer or
Subsidiary", in lieu of the words "by the adoption, by formal action on its
part" therein.

         24.    Subsection (b) of Section 13.2 is amended by deleting the last
sentence therefrom.

         25.    The "SUFCo/UFCo Supplement" is amended as of January 1, 1994 in
the following respects:

                (a)   The Supplement is redesignated as the "Seventh Supplement
                      - Coal Pension";

                (b)   The following sentence is added at the end of the first
                      paragraph thereof;

                "This Supplement also applies to Employees (as defined in this
Supplement) of the Company, Related Employers or Subsidiaries which specifically
adopt the provisions of this Supplement with respect to such Employees";

                (c)   Section 2.2 is amended by inserting the words "SUFCo, UFCo
                      or Other Adopting Employers" in lieu of the words "SUFCo
                      or UFCo" each time they appear therein;

                (d)   a new Section 2.2A is added to read as follows in its
                      entirety;



                                        6

<PAGE>



                      "2.2A 'Other Adopting Employers' means the Company,
Related Employers and Subsidiaries which have specifically adopted the
provisions of this Supplement";

                (e)   the Supplement is clarified by adding the following at the
                end of Section 3.1:

                     "Periods of time before January 1, 1974 are not included in
Years of Service under the Plan, including this Supplement. This is a
continuation of the provisions of the SUFCo Plan. Southern Utah Fuel Company was
not a Related Employer prior to December 28, 1973. Utah Fuel Company became a
Related Employer when incorporated on December 31, 1978"; and

                (f)   the Supplement is amended as of January 1, 1992 by
                inserting references "414(l)" and "1.414(l)" in lieu of "414(e)"
                and "1.414(e)", respectively in Article IV thereof."

         26.    A new Supplement is added to the Plan to read as follows in its
entirety:

                         EIGHTH SUPPLEMENT SOLDIER CREEK

                "Soldier Creek Coal Company (hereinafter referred to as "Soldier
Creek") became a Related Employer on September 15, 1993. Persons employed by
Soldier Creek shall have their period of employment with Soldier Creek prior to
September 15, 1993 recognized for purposes of determining Years of Service to
determine eligibility to participate in the Plan and vesting under the Plan, but
not for purposes of determining benefit accrual under the Plan.

         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 Amendment to be
executed by its duly authorized officers and its corporate seal to be affixed
hereto as of the date indicated above, but unless otherwise stated or required,
this Amendment shall be effective as of the first day of January, 1989.


ATTEST:                                     THE COASTAL CORPORATION
(Seal)



AUSTIN O'TOOLE                              By:  E. C. SIMPSON
---------------------------------                -----------------------------
Austin O'Toole                                   E. C. Simpson
Senior Vice President                            Vice President
and Secretary



                                        7

<PAGE>



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



      This AMENDMENT made this 17th day of August , 1994, by The Coastal
Corporation, a Delaware corporation (hereinafter referred to as the "Company").


                              W I T N E S S E T H:

      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
amended, is hereinafter referred to as the "Plan"); and

      WHEREAS, the Company wishes to amend the Plan in conjunction with the
transfer of ownership in Jayhawk Pipeline Corporation ("Jayhawk") to provide for
the transfer of assets and liabilities attributable to Jayhawk to a pension plan
maintained by the controlled group of corporations which acquired Jayhawk as of
June 24, 1994;

      NOW, THEREFORE, the Plan is hereby amended as follows:

      1.   The Fifth Supplement concerning Jayhawk Pipeline Corporation is
amended to read as follows in its entirety:

           "Fifth Supplement Jayhawk Pipeline Corporation

           All assets and liabilities attributable to Jayhawk Pipeline
      Corporation (hereinafter referred to as "Jayhawk") shall be transferred to
      the National Cooperative Refinery Association Employee Retirement Plan
      (hereinafter referred to as the "NCRA Plan") as of August 31, 1994, but in
      any event no later than December 31, 1994. Upon completion of such
      transfer, Participants with respect to whom assets and liabilities are
      transferred to the NCRA Plan shall have no accrued benefit under this Plan
      and shall cease to be Participants in this Plan."

      2.   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 Amendment to be executed
by its duly authorized officers and its corporate seal to be affixed hereto as
of the date indicated above; however, unless otherwise stated or required, this
Amendment shall be effective as of June 24, 1994.


(Seal)                                  THE COASTAL CORPORATION





ATTEST: AUSTIN M. O'TOOLE               By:   E. C. SIMPSON
        ---------------------------           ---------------------------------
        Austin M. O'Toole                     E. C. Simpson
        Senior Vice President                 Vice President
        and Secretary




                                        8

<PAGE>



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


      This AMENDMENT, made the 30th day of August , 1994, by The Coastal
Corporation, a Delaware corporation (hereinafter referred to as the "Company"),
Pacific Refining Company (a California General Partnership) (hereinafter
referred to as "Pacific") and Western Fuel Oil Company (a California
corporation) (hereinafter referred to as "Western").

                               W I T N E S S E T H

      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
amended, is hereinafter referred to as the "Plan");

      WHEREAS, the Company, Pacific and Western wish to amend the Plan to
increase the minimum benefit for Employees of Pacific and Western, both of which
have previously adopted the Plan; and

      WHEREAS, the Company wishes to amend the Plan to clarify various
provisions;

      NOW, THEREFORE, the plan is hereby amended in the following respects:

      1.    A new Supplement is added to the Plan to read as follows in its
entirety:

           "Ninth Supplement Pacific Refining/Western Fuel

           This Supplement applies to Employees of Pacific Refining Company and
      Western Fuel Oil Company who are credited with an Hour of Service with
      respect to periods of time after December 31, 1991.

           The formula used to determine the Retirement Income of a Participant
      pursuant to Section 5.1 of the Plan is modified by inserting "three
      hundred sixty dollars" in lieu of "forty-eight dollars" in item (ii) of
      Subsection (a) of Section 5.1."

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

      IN WITNESS WHEREOF, the Company, Pacific and Western have caused this
Amendment to be executed by their duly authorized officers and their corporate
seals to be affixed hereto as of the date indicated above; however, unless
otherwise stated or required, this Amendment shall be effective as of January 1,
1993.

ATTEST:                                THE COASTAL CORPORATION
(Seal)

AUSTIN O'TOOLE                         By:  E. C. SIMPSON
-----------------------------------         -----------------------------------
Austin O'Toole                              E. C. Simpson
Senior Vice President and Secretary         Vice President


ATTEST:                                PACIFIC REFINING COMPANY
(Seal)

JUDY K. MOORE                          By:    PAUL E. JONES, JR.
-----------------------------------         -----------------------------------
Judy K. Moore                                 Paul E. Jones, Jr.
Vice President and Secretary                  Senior Vice President


ATTEST:                                WESTERN FUEL OIL COMPANY
(Seal)

JUDY K. MOORE                          By:    PAUL E. JONES, JR.
-----------------------------------         -----------------------------------
Judy K. Moore                                 Paul E. Jones, Jr.
Vice President and Secretary                  Senior Vice President


                                        9

<PAGE>



               SEVENTH AMENDMENT TO THE PENSION PLAN FOR EMPLOYEES
  OF THE COASTAL CORPORATION AND SECOND AMENDMENT OF AND MERGER OF ANR FREIGHT
   SYSTEM, INC. RETIREMENT INCOME PLAN INTO THE PENSION PLAN FOR EMPLOYEES OF
                             THE COASTAL CORPORATION


         AGREEMENT, made the 30th day of October , 1995 by The Coastal
Corporation, a Delaware corporation (hereinafter referred to as the "Company")
and ANR Freight System, Inc. (hereinafter referred to as "Freight"), a Delaware
Corporation:

                                   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
amended, is hereinafter referred to as the "Plan" or the "Coastal Plan");

         WHEREAS, the Company and Freight wish to merge the ANR Freight System,
Inc. Retirement Income Plan (hereinafter referred to as the "Freight Plan") into
the Coastal Plan as of January 1, 1995;

         NOW, THEREFORE, the Freight Plan is merged into the Coastal Plan and
the merged Plan (which continues to be named the Pension Plan for Employees of
The Coastal Corporation) is amended in the following respects:

         1.    The Section designated as the "Introduction" is amended by adding
the following before the subsection entitled "Termination of Service":

                  "Freight Retirement Income Plan

                  "As of January 1, 1981, the ANR Freight System, Inc.
Retirement Income Plan (hereinafter referred to as the "Freight Plan") was
adopted in order to facilitate the retirement of eligible employees. The Freight
Plan was subsequently amended, and was restated in its entirety as of January 1,
1994.

                  "As of January 1, 1995, the Freight Plan was merged into the
Coastal Plan."

         2.       Section 1.1, defining "Accrued Benefit" is clarified by adding
the phrase "(as modified by Sections 5.8 and 5.9)" after the reference "Section
5.1".

         3.       Subsection (d)(ii) of Section 1.28 defining "Years of Service"
is corrected by deleting the word "shall" following the term "Related Employer"
therein.

         4.       Section 13.6, entitled "Minimum Benefit" is amended by
inserting the phrase "(as defined in subsection (c) of this Section)" for the
phrase "(as defined in Section 5.8(j))".

         5.       A new supplement is added to read as follows in its entirety:

                        "Tenth Supplement -- Freight Plan

                                  "Introduction

         "This Supplement is referred to as the 'Freight Supplement'. This
Supplement includes provisions applicable to persons who were Participants with
respect to the ANR Freight System, Inc. Retirement Income Plan (hereinafter
'Freight Plan') prior to January 1, 1995.

         "The provisions of the Freight Supplement apply in lieu of inconsistent
or contrary provisions contained in the Plan (excluding this Supplement) with
respect to persons to whom this Supplement applies.

         "Plan provisions which are not modified or superseded by the provisions
of this Freight Supplement shall apply to this Freight Supplement in their
entirety and as such Plan provisions may be amended from time to time.

         "The purpose of this Supplement is to provide a separate benefit
structure within the Plan for Participants to whom this Supplement applies. The
separate benefit structure is generally a continuation of the Freight Plan as in
effect before merger of the Freight Plan into this Plan.



                                       10

<PAGE>



         "Each participant in the Freight Plan is entitled to a benefit under
the Plan which is at least equal to a benefit such participant was entitled to
as of December 31, 1994.

                                   "ARTICLE I

                                  "DEFINITIONS

         "Terms used in this Freight Supplement which are defined in the Plan of
which this Freight Supplement is a part are used with the same meaning in this
Freight Supplement unless such terms are defined differently for purposes of
this Freight Supplement.

         "Terms defined in this Freight Supplement apply only to the Freight
Supplement and not to the Plan.

         "References in this Freight Supplement to article numbers and section
numbers mean such article or section in this Freight Supplement unless otherwise
stated.

         "1.0 'ANR Freight' means ANR Freight System, Inc., a Delaware
corporation, or any successor corporation resulting from a merger or
consolidation with ANR Freight or a transfer of substantially all of the assets
of ANR Freight, if such successor or transferee shall adopt and continue the
Plan by appropriate corporate action.

         "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 Freight 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 percent per annum.
For purposes of determining single-sum cash settlements under the Freight Plan
including Sections 6.6 and 11.6, the interest rate used shall be (a) the
interest rate that would be used (as of the first day of the Plan Year during
which the date of distribution occurs) by the Pension Benefit Guaranty
Corporation for purposes of determining the present value of a lump-sum
distribution on plan termination if the Participant's vested Accrued Benefit
(using such rate) does not exceed $25,000, or (b) 120% of such PBGC rate if the
Participant's vested Accrued Benefit exceeds $25,000 (as determined under clause
(a)). In no event, however, shall the present value determined under clause (b)
be less than $25,000.

         "1.2B 'Basic Compensation' means total cash compensation paid to the
Employee by the Company, a Subsidiary or a Related Employer for the Plan Year
excluding (a) reimbursement for expenses incurred by the employee such as travel
and relocation expenses and (b) the Company's, a Subsidiary's or Related
Employer's cost or contribution for any employee benefit plan, including this
Plan. For this purpose, 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 are included in Basic Compensation.

         "1.4     'Board' means the Board of Directors of ANR Freight.

         "1.8     'Company' means ANR Freight.

         "1.10 'Employee' as defined in the Plan is modified with respect to
this Supplement by adding the following thereto: 'With respect to periods of
time prior to January 1, 1994, Employee means 'Eligible Employee' as defined in
the Freight Plan as in effect for such period of time.'

         "1.11    'Freight Plan' means this Supplement and, prior to January 1,
1995, the ANR Freight System, Inc. Retirement Income Plan.

         "1.14 (a) 'Hour of Service' means an hour for which an Employee is paid
or entitled to payment by the Company for the performance of duties for the
Company, a Subsidiary or a Related Employer.

                  "(b) In addition, for any period commencing after 1980, if an
Employee or former Employee is a Participant in the Freight Plan at the
inception of a disability, Hours of Service shall include the period of time for
which such Employee or a former Employee is disabled and eligible to receive
disability income benefits under a disability plan maintained by the Company, a
Subsidiary, or a Related Employer; provided, however, that, for persons who
became disabled after 1993, if the cause of the disability of such disabled
Employee or former Employee is nonoccupational, Hours of Service credited
pursuant to this provision shall not exceed the greater of the number of Hours
of Service equal to three Years of Service or the number of Hours of Service
such Employee or former Employee had credited under the Freight Plan prior to
the time such Employee or former Employee became disabled.



                                       11

<PAGE>



                  "(c) For purposes of eligibility to participate in the Freight
Plan and vesting, Hours of Service shall include hours during an approved leave
of absence granted by the Company to an Employee on or after August 5, 1993
pursuant to the Family and Medical Leave Act, if the Employee returns to work
for the Company at the end of such leave of absence.

         "1.23    'Trust' means ANR Freight System, Inc. Pension Trust and ANR
Freight System, Inc. Second Pension Trust, as both may be amended from time to
time.

         "1.28 'Years of Service' means an aggregated period of time commencing
with an Employee's first day of employment or reemployment and ending on the
first day of a Period of Severance; provided, however, for purposes of
determining a Participant's Retirement Income pursuant to Article V, Years of
Service means the Employee's aggregated period of time as an Employee plus the
Years of Service required to become a Participant if, during such Years of
Service, the Participant was otherwise eligible to be a Participant in the
Freight Plan. An Employee shall also receive credit for any Period of Severance
of less than twelve consecutive months. Fractional periods of less than a year
shall be expressed in terms of months. A Participant shall receive credit for a
month if the Participant is credited with an Hour of Service for such month.
Notwithstanding the foregoing provisions of this Section, if an Employee
separates from the service of the Company, a Subsidiary or a Related Employer
for any reason other than voluntary termination, retirement or discharge (which
reason shall include without limitation vacation, holiday, sickness, disability,
leave of absence or layoff) and subsequently quits, retires or is discharged, he
will not receive more than one Year of Service after he first separates from
service; provided, however, that an Employee or former Employee may receive more
than one Year of Service if such person is credited with Hours of Service
pursuant to provisions relating to Hours of Service while a person is disabled.

                  "(b) For purposes of determining a Participant's Retirement
Income under this Freight Plan, including the reemployment provisions of the
Freight Plan, Years of Service shall not include any period of a Participant's
employment prior to the date as of which the accrued benefit of such Participant
was transferred from this Freight Plan to a qualified pension plan maintained by
an entity which is not an Employer, a Subsidiary or a Related Employer;
provided, however, that such Years of Service shall include such period if such
Participant is reemployed and such accrued benefit is transferred back to this
Freight Plan.

                  "(c)(i) Years of Service shall include any period in which an
Employee is absent to serve in the armed forces of the United States under
circumstances whereby he is entitled to reemployment rights under applicable
law, if he returns or offers to return to work prior to the expiration of such
reemployment rights; provided that during such period of absence, hours shall be
deemed to have been worked and paid for at the usual and customary rate for the
Employee preceding the absence.

                  "(ii) Years of Service shall not include any period of an
Employee's employment for an organization prior to the date that it became a
Subsidiary or Related Employer, any period of an Employee's employment for an
organization whose business and assets are acquired by ANR Freight, a Subsidiary
or Related Employer, or any period of an Employee's employment for an
organization prior to the date that such organization merged with ANR Freight, a
Subsidiary or Related Employer, unless specific provision to the contrary is
included in the Plan.

                  "(iii) If an Employee who has had a Break in Service is
reemployed by the Company, a Subsidiary or Related Employer, his Years of
Service shall include the Years of Service to his credit at the time the Break
in Service began, unless he had no vested interest in his Accrued Benefit prior
to such Break in Service and the length of the Break in Service equals or
exceeds the greater of five Years of Service or the Years of Service to his
credit at the time such Break in Service began.

                  "(iv) Years of Service shall include a period of time for
which an Employee or former Employee is credited with an Hour of Service.

                                   "ARTICLE II

                         "ELIGIBILITY AND PARTICIPATION

         "2.1 Employee. An Employee shall become a Participant on the later to
occur of (a) January 1, 1994, or (b) the completion of one Year of Service
regardless of his age as of his initial date of employment with the Company, a
Subsidiary or a Related Employer.



                                       12

<PAGE>



         "2.2 Prior Plans. Each person who met the eligibility requirements and
was considered a participant pursuant to provisions of the ANR Freight System,
Inc. Retirement Income Plan as of December 31, 1993, became a Participant in the
Freight Plan as of January 1, 1994.

                                   "ARTICLE V

         "5.1     Normal Retirement Benefit.

                  "(a) Basic Benefit Formula. A Participant who is 100% vested
         and who retires on his Normal Retirement Date shall be entitled to the
         Actuarial Equivalent of a Retirement Income for the life of the
         Participant with payments commencing on his Normal Retirement Date, in
         a monthly amount equal to the excess of the sum of 1/12th of the
         amounts specified in items (i) and (ii) below over the sum of amounts
         specified in clauses (iii) and (iv) below:

                           "(i)     One and two-thirds percent (12/3%) of his
                  Final Average Earnings multiplied by his Years of Service up
                  to but not exceeding a total of thirty years;

                           "(ii)    One percent (1%) of his Final Average
                  Earnings multiplied by his Years of Service in excess of
                  thirty years;

                           "(iii) One and two-thirds percent (12/3%) of his
                  Primary Social Security Amount multiplied by his Years of
                  Service up to but not exceeding a total of thirty years;

                           "(iv) The amount of pension, if any, payable in the
                  normal form which he is entitled to receive under any other
                  retirement plan to which contributions were made on his behalf
                  by a Subsidiary, Related Employer, Participating Employer (as
                  defined in the First Addendum of this Supplement), a System
                  Company (as defined in the First Addendum of this Supplement),
                  Michigan Consolidated Gas Company or an affiliate of the
                  latter if the Participant's period of employment with respect
                  to which such pension is payable is included in, and ended
                  prior to, such Participant's Years of Service credited for
                  benefit accrual under this Plan. (In the case of a
                  Participant's transfer from a classification of employment
                  which entitles him to a vested pension benefit from a
                  collectively bargained plan to which a participating employer
                  has made contributions on his behalf for the vesting period of
                  such plan, the years of service credited for benefit accrual
                  under (a) above shall be counted from the date of such
                  transfer; otherwise all years of service shall be counted).

                  "(b)   Social Security. Primary Social Security Amount means
         the estimated annual primary insurance amount that may be payable to a
         Participant commencing at age sixty-five or on actual retirement, if
         later (excluding payments for a spouse and dependent) under provisions
         of the Federal Social Security Act regardless of whether the
         Participant applies for or actually receives such benefit. Primary
         Social Security Amount shall be determined as follows:

                           "(i) The estimated insurance amount shall be based on
                  the Federal Social Security Act as in effect on December 31
                  coincident with or immediately preceding the date the
                  Participant terminates employment with the Company,
                  Subsidiaries and Related Employers.

                           "(ii) In the case of a Participant whose employment
                  terminates prior to his attainment of age sixty-five, the
                  estimated insurance amount will be based on the assumption
                  that the Participant will continue to receive (for the period
                  from his termination of employment until he attains age
                  sixty-five) Basic Compensation that would be treated as wages
                  for purposes of the Social Security Act at the same rate as he
                  was receiving on the date of his termination of employment.

                           "(iii) Any change (by amendment to the Federal Social
                  Security Act or by application of the provisions of the Act)
                  occurring after the termination of the Participant's
                  employment with the Company, Subsidiaries and Related
                  Employers, shall not be taken into account in determining the
                  Primary Social Security Amount.

                           "(iv) The Primary Social Security Amount of a
                  Participant shall be determined on the basis of a
                  Participant's estimated Basic Compensation for all years
                  before retirement or separation of employment. For purposes of
                  this subdivision, a Participant's "estimated" Basic
                  Compensation is

                                       13

<PAGE>



                  determined by applying a salary scale (six percente per
                  annum), projected backward, to the Participant's Basic
                  Compensation at separation or retirement.

                           "(v) Each Participant shall have the right to have
                  his Primary Social Security Amount computed on the basis of
                  the Participant's actual salary history instead of estimated
                  Basic Compensation. Each Participant shall be provided with
                  written notice of his right to supply actual salary history
                  and of the financial consequences of failing to supply such
                  history. The notice must state that the Participant can obtain
                  the actual salary history from the Social Security
                  Administration. If the Participant supplies documentation of
                  his actual salary history, the Participant's benefit will be
                  adjusted to the offset based on actual salary history for
                  years previously estimated before separation from service
                  (assuming that the Participant's annual rate of Basic
                  Compensation at the time of separation from service or
                  retirement will continue until age sixty-five). Such
                  documentation must be supplied within a reasonable period
                  following the later of the date of separation from service
                  (by retirement or otherwise) or the time when the Participant
                  is notified of the benefit to which he is entitled.

                  "(c) Benefit Adjustment Due to Transfer Between Employers. The
         Retirement Income of a Participant who did not qualify as an Employee
         with respect to this Freight Plan during periods of time when such
         Participant was eligible to participate in another defined benefit
         pension plan maintained by the Company, a Subsidiary or a Related
         Employer shall be determined pursuant to items (i), (ii) and (iii) of
         this Section 5.1 (c).

                           "(i) The Retirement Income of such Participant shall
                  be calculated based upon the assumption that he qualified as
                  an Employee during the entire period of employment for the
                  Company, Subsidiaries and Related Employers and then such
                  Retirement Income amount shall be multiplied by a fraction
                  described in Subsection (ii) of this Section to determine the
                  Retirement Income to which such Participant is entitled.

                           "(ii) The numerator of the fraction is the number of
                  Years of Service which the Participant accrued while qualified
                  as an Employee under the Freight Plan. The denominator of the
                  fraction is the number of Years of Service calculated based on
                  the assumption that the Participant qualified as an Employee
                  during the entire period of employment with the Company,
                  Subsidiaries and Related Employers.

                           "(iii) There shall be no duplication of benefits
                  between this Freight Plan and any other qualified pension
                  plans maintained by the Company, a Subsidiary or Related
                  Employer based on the same periods of employment, and any
                  benefit payable under this Freight Plan shall be inclusive of
                  or reduced by the actuarially equivalent benefit which (A) is
                  payable on behalf of such Participant under any other
                  qualified pension plan toward the cost of which the Company, a
                  Subsidiary or Related Employer has contributed for persons in
                  their employment who do not qualify as Employees as defined in
                  this Plan and (B) is based on a period of employment that the
                  benefit payable to such Participant under this Freight Plan is
                  also based.

         "5.3     Early Retirement Benefit.

                  "(a) Effective January 1, 1993 a Participant who has completed
         at least ten Years of Service may retire or terminate at any time on or
         after his fifty-fifth birthday. In such event, his Early Retirement
         Date shall be the first day of the month coincident with or next
         following the date on which he retires or terminates from employment
         with the Company provided that he has completed at least ten Years of
         Service and has attained fifty-five years of age prior to such
         retirement or termination of employment. A Participant who retires or
         terminates on an Early Retirement Date shall be entitled to a
         Retirement Income determined pursuant to Section 5.1 payable as
         provided in Article VI of the Freight Plan, commencing on his Normal
         Retirement Date. A Participant who retires on an Early Retirement Date
         may elect, by giving prior written notice to the Administrator, to have
         his Retirement Income commence prior to his Normal Retirement Date and
         as of his Early Retirement Date or the first day of any month
         subsequent to his Early Retirement Date. In that event, he shall be
         entitled to receive a Retirement Income in an amount equal to his
         Retirement Income on his Normal Retirement Date reduced by three
         percent (3%) for each of the first three years by which the
         commencement date shall precede the Participant's Normal Retirement
         Date, five percent (5%) for each of the next five such years and seven
         percent (7%) for each of the next two such years with an appropriate
         proration of any such percentage in the case of a fractional year.



                                       14

<PAGE>



                           "Prior to 1993, this provision applied only to
         Participants with twenty years of Service at retirement or termination
         (in lieu of ten years of Service).

                  "(b) Minimum Normal, Deferred and Early Retirement Benefits.
         The Retirement Income to which a Participant is entitled under Section
         5.1, Section 5.2 or Section 5.3 shall in no event be less than the
         hypothetical Retirement Income which he would have been entitled to
         receive had he retired under Section 5.3(a) at any time after
         attainment of age fifty-five and prior to his actual date of retirement
         and elected to have such hypothetical Retirement Income commence on his
         hypothetical Early Retirement Date; provided
         however, that any difference between such Retirement Income which is
         attributable to an increase in the amount of the Participant's Primary
         Social Security Amount due to changes in the Federal Social Security
         Act between such hypothetical Early Retirement Date and the
         Participant's date of retirement shall be disregarded.

                  "5.4 (c) The Retirement Income of a terminated Participant
         determined pursuant to this Section shall be payable commencing as of
         his Normal Retirement Date, as set forth in Article VI of the Freight
         Plan, in an amount equal to the nonforfeitable percentage of his
         Accrued Benefit.

                  "(d) A terminated Participant who has completed at least
         twenty years of Service may elect to receive an early retirement
         benefit in an amount determined pursuant to the provisions of Section
         5.3, including appropriate reduction factors and commencing at any time
         on or after the fifty-fifth birthday of such Participant.

                  "5.5     Death Benefits.

                  "(a) If a Participant is vested in any portion of his Accrued
         Benefit and has a Spouse, then a "Preretirement Survivor Annuity" shall
         be provided to the surviving Spouse of the Participant if he dies while
         in the employment of the Company or after termination of his employment
         but before his Annuity Starting Date (as defined in paragraph (d)
         below). If the Participant dies before attaining both age fifty-five
         and ten Years of Service, the Preretirement Survivor Annuity payable to
         his surviving Spouse shall be a survivor annuity payable to the Spouse
         under which the payments to the spouse are equal to the amount that
         would have been payable to the Spouse as a survivor annuity if the
         Participant had terminated employment with the Company on the date he
         died, attained both age fifty-five and ten Years of Service, retired
         with an immediate 50% Joint and Survivor Annuity (as described in
         Section 6.1(a)) with the Spouse as contingent annuitant, and died the
         next day. In the case of a Participant who dies after terminating his
         employment with the Company, the preceding sentence shall be applied
         without regard to the requirement that the Participant be treated as
         though he had terminated employment with the Company on the day he
         died. If the Participant dies after attaining both age fifty-five and
         ten Years of Service, then the Preretirement Survivor Annuity payable
         to his surviving Spouse shall be a survivor annuity for the life of the
         Spouse under which the payments to the Spouse are equal to the amount
         that would have been payable to the Spouse as a survivor annuity if the
         Participant had elected to begin receiving Retirement Income with an
         immediate 50% Joint and Survivor Annuity with the Spouse as contingent
         annuitant on the day before his death. The Preretirement Survivor
         Annuity shall be reduced to reflect the early commencement of payment
         of Retirement Income as provided in Sections 5.3. The Preretirement
         Survivor Annuity shall be payable to the surviving Spouse in equal
         monthly installments commencing on the later to occur of (i) the first
         day of the month coincident with or following the date of death of the
         Participant and (ii) the first day of the month in which the
         Participant would have attained both age fifty-five and ten Years of
         Service, and shall terminate on the first day of the month in which the
         surviving Spouse dies. The surviving Spouse may elect to defer the
         commencement of payment of the Preretirement Survivor Annuity to a date
         not later than the Participant's Normal Retirement Date and if such
         deferral is elected the amount of payments shall be increased to
         reflect such deferral as if the Participant had so deferred the
         commencement of Retirement Income payments.

                  "(e) The Participant's benefits under the Freight Plan
         (including benefits payable to the surviving Spouse pursuant to this
         Section 5.5) shall not be reduced for coverage under the 50% Survivor
         Annuity provisions.

                                   "ARTICLE VI

         "6.3 Optional Forms of Payment. Each of the optional forms of payment
described under this Section shall be the Actuarial Equivalent of the Retirement
Income otherwise payable to the Participant under the provisions of Section 6.1
of the Plan. Subject to Section 6.2 of the Plan, in lieu of the normal form of
Retirement Income set forth in Section 6.1 of the Plan, a Participant may elect
any of the following forms of payment of benefits under the Freight Plan:




                                       15

<PAGE>



                  "(a) Five-, Ten- or Fifteen-Year Certain Annuity. A
         Participant may receive an annuity payable monthly during his lifetime
         and, if he dies within a period of five, ten or fifteen years, as
         selected by the Participant, after the commencement of payments, the
         same amount shall be payable monthly for the remainder of such five-,
         ten- or fifteen-year period to his Beneficiary or Beneficiaries.

                  "(b)     Straight Life Annuity.  A Participant may receive an
         annuity payable monthly during his life, ending on the first day of the
         month during which his death occurs.

                  "(c) Joint and Survivor Annuity. A Participant may receive an
         annuity payable to the Participant for his life with a survivor annuity
         payable to his Spouse or such other Beneficiary selected in the manner
         set forth in Section 1.3, for the life of such Spouse or Beneficiary,
         in an amount equal to fifty, sixty-six and two-thirds or seventy-five
         percent, as selected by the Participant, of the amount payable during
         the life of the Participant.

         "6.5 General Limitation. Except as set forth in Section 6.1(a) and
anything else in this Article to the contrary notwithstanding, no method of
distribution (other than a 50%, a 662/3 or a 75% Joint and Survivor Annuity
payable to the Spouse) may be made under this Article which would result in the
Actuarial Equivalent of a Spouse's or Beneficiary's interest exceeding fifty
percent of the Actuarial Equivalent of the Participant's full Retirement Income,
both equivalents being determined as of the Participant's Retirement Date. If a
Participant elects Option (a) or (c) under Section 6.3 and the Participant's
contingent pensioner is other than the Participant's Spouse and the value of the
Participant's Retirement Income under any such option is not more than 50% of
the value of the Retirement Income such Participant would have been entitled to
receive had such Participant elected Option (b) under Section 6.3, the
Retirement Income payable to the Participant shall be increased and the
Retirement Income payable to the contingent pensioner shall be decreased by the
minimum amount necessary so that the value of the Participant's Retirement
Income under the option shall be more than 50% of the value of the Retirement
Income which would have been payable to the Participant had such Participant
elected Option (b) under Section 6.3.

         "6.10 (e) For purposes of Section 6.10 of the Plan, as of January 1,
1995, ANR Freight System, Inc. ("Freight") shall be considered a separate
Controlled Group with respect to assets equal to 190% of the projected benefit
obligation for the Freight Plan calculated as of December 31, 1994 as determined
by the actuary for the Freight Plan. Such assets may be commingled with assets
of the Freight Plan for investment purposes and shall share proportionately in
gains and losses on such commingled investments.

                  Except with respect to the assets described in this Section,
Freight shall not be considered to be a separate Controlled Group for purposes
of the Plan. This Section shall be effective only through December 31, 1999.

                                   "ARTICLE XI

         "11.2 Involuntary Termination of Plan. The Freight Plan shall
automatically terminate if ANR Freight is legally adjudicated a bankrupt, makes
a general assignment for the benefit of creditors, or is dissolved. In the event
of the merger of consolidation of ANR Freight with or into any other
corporation, or if substantially all of the assets of ANR Freight shall be
transferred to another corporation, the successor corporation resulting from the
consolidation or merger, or transfer of such assets, as the case may be, shall
have the right to adopt and continue the Freight Plan and succeed to the
position of ANR Freight hereunder. If, however, the Freight Plan is not so
adopted within ninety days after the effective date of such consolidation,
merger or sale, the Freight Plan shall automatically be deemed terminated as of
the effective day of such transaction. Nothing in this Freight Plan shall
prevent the dissolution, liquidation, consolidation or merger of ANR Freight, or
the sale or transfer of all or substantially all of its assets.

                                  "ARTICLE XIV

                                  "Termination

         "In the event of termination of the Coastal Plan within a period of
five years from the date of merger of the Freight Plan into the Coastal Plan,
the requirements of Section 414(l) of the Code shall be satisfied pursuant to
the condition set forth in Treasury Regulations interpreting that Section,
specifically Regulation ss.ss.1.414(l) - 1(e)(2) and 1.414(l) - 1(i) in such a
manner that all benefits that would be provided by the Freight Plan on a
termination basis just prior to the merger of the Freight Plan into the Coastal
Plan are payable in a priority category higher than the highest priority
category in Section 4044 of ERISA. This provision shall not apply to a
termination which occurs more than five years after the merger of the Freight
Plan into the Coastal Plan.




                                       16

<PAGE>



                                 "FIRST ADDENDUM

               "The provisions of this Addendum apply only to persons specified
which is limited to persons to whom such provisions of the Freight Plan applied
as of December 31, 1993. Except as noted, the defined terms and references to
sections used herein have the meaning given such defined terms and the section
numbers in the Freight Plan as amended prior to the January 1, 1994 restatement
of the Freight Plan.

               "The provisions of Section 4.3 of the Freight Plan including
subsequent amendments relating to accrued benefits derived from employee
contributions shall supersede provisions of this Addendum.

               "Selected definitions from the Freight Plan prior to the January
1, 1994 restatement are included for reference and are as follows:

                     " Participating Employer. A System Company which has
               adopted the Freight Plan, any other employing entity which shall
               adopt the Freight Plan with the consent of the Company. If any
               such corporation shall withdraw from participation in the Freight
               Plan, the term Participating Employer shall not thereafter
               include such corporation.

                     "- System Company. American Natural Resources Company and
               any other corporation at least fifty percent (50%) of the shares
               of which at the time outstanding having ordinary voting power for
               the election of directors is owned or controlled directly or
               indirectly by American Natural Resources Company, and any other
               employing entity which is a Participating Employer. The System
               Company also includes The Coastal Corporation and its
               subsidiaries for periods of time after March 15, 1985.

                     "- Years of Credited Service for a Participant are the
               number of 12-month periods during which an employee shall have
               been employed by one or more Participating Employers prior to his
               Normal Retirement Date plus a proportional Year of Credited
               Service for any such period less than 12 months determined under
               uniform rules adopted by the Committee in accordance with
               regulations. Any period commencing after December 31, 1980 during
               which an Eligible Employee receives benefits under a long-term
               disability program maintained by a Participating Employer shall,
               if the employee was a Participant in the Freight Plan at the
               inception of the disability, be deemed to be Years of Credited
               Service to the same extent such period would have been included
               in Years of Credited Service if such employee had not become
               disabled and had continued to be employed by a Participating
               Employer throughout the period during which he receives
               disability benefits.

                     "- Years of Service. Subject to subdivision (5) of this
               Article, the number of 12-month periods during which an Eligible
               Employee shall have been employed by one or more System
               Companies. Any period commencing after December 31, 1980 during
               which an Eligible Employee receives benefits under a long-term
               disability benefit program maintained by a Participating Employer
               shall, if the employee was a Participant in the Plan at the
               inception of the disability, be deemed to be Years of Service to
               the same extent such period would have been included in Years of
               Service if such employee had not become disabled and had
               continued to be employed by a Participating Employer throughout
               the period during which he receives disability benefits. The
               preceding sentence shall apply only to persons who became
               disabled before 1994. The provisions of the Freight Plan as
               restated January 1, 1994 and subsequent amendments shall apply to
               persons who become disabled after 1993.

               "Special Rules Applicable To The Benefits Of Participants Who
Become Employed By, Or Who Have Been Employed By, A System Company Which Is Not
A Participating Employer. This provision applies only to periods of time before
1994. If an employee who is transferred from a Participating Employer to a
corporation which is a System Company but is not a Participating Employer
becomes a Participant in a retirement plan established by such corporation,
other than a plan established pursuant to an agreement with a labor union, and
the terms of such retirement plan provide, with respect to a person who has
participated in, or upon satisfying the requirements to become a Participant
would have become a Participant in this Freight Plan,

                     "(i) that such person's service for purpose of determining
               the amount of his benefit under such retirement plan and
               determining whether, and when, he will be entitled to receive a
               benefit from such retirement plan shall include any period of
               employment with a Participating Employer to the same extent such
               period would have been included had it been employment by such
               corporation,




                                       17

<PAGE>



                     "(ii) that such person's Accrued Benefit under such
               retirement plan immediately after such transfer shall be not less
               than his Accrued Benefit under this Freight Plan at the time of
               the transfer, and

                     "(iii) that, if such person's employment with such
               corporation is terminated, other than by a transfer to another
               System Company, before he is fully vested in his Accrued Benefit
               under such retirement plan, such person shall be entitled to
               receive from such retirement plan an amount at least equal to his
               Accrued Benefit under this Freight Plan at the time of his
               transfer to such corporation, if his Years of Service under this
               Freight Plan plus any period of employment with such corporation
               which would have been Years of Service under this Freight Plan
               had it been employment with a Participating Employer would equal
               ten (10) years, then, notwithstanding any provision of this
               Freight Plan to the contrary, such employee shall not be entitled
               to receive Retirement Income or any other distribution or payment
               from this Freight Plan.

               "This provision applies only to periods of time before January 1,
1994. If an Eligible Employee has been transferred from a System Company other
than a Participating Employer to a Participating Employer and immediately prior
to such transfer he participated in, or upon satisfying any age and service
requirements would have become a Participant in, a retirement plan established
by such System Company, other than a plan established pursuant to an agreement
with a labor union, then, notwithstanding any provision of this Freight Plan to
the contrary,

                     "(i) upon becoming an Eligible Employee, any period of
               employment with such System Company, including any period of
               employment prior to the date such company became a System
               Company, shall be taken into account for purposes of determining
               such employee's Years of Service and Years of Credited Service to
               the same extent it would have been had such period of employment
               been employment by a Participating Employer,

                     "(ii) such employee's pension relating to Normal Retirement
               immediately after such transfer shall not be less than his
               Accrued Benefit under such retirement plan at the time of the
               transfer, less the portion, if any, of such Accrued Benefit which
               under the terms of such plan must be paid from such plan, and

                     "(iii) if such employee's employment is terminated, other
               than by a transfer to another System Company, before he has
               completed ten (10) Years of Service, such employee will be
               entitled to receive from this Freight Plan, at the time and in
               the manner set forth in the retirement plan of his prior
               employer, an amount equal to the vested portion of his Accrued
               Benefit under such plan immediately prior to his transfer to a
               Participating Employer, taking into account in determining such
               vested portion any period of employment with any System Company
               to the same extent it would have been considered had such period
               of employment been employment by his prior employer.

               "Special Rules Applicable In Determining Pensions Payable With
Respect To Participants Who Were Participants In Plans Maintained By
Participating Employers Prior To January 1, 1981.

                     "(a) Pensions Payable to Participants in Garrett
               Freightlines, Inc. Group Retirement Plan GP2212. Any person who
               on December 31, 1980 was a Participant in Garrett Freightlines,
               Inc. Group Retirement Plan GP2212 ("the Garrett prior plan") and
               who was employed by a Participating Employer on January 1, 1981
               shall be a Participant, and in the case of such Participant:

                            "(1) The monthly Pension payable under the Freight
                     Plan with respect to Years of Credited Service prior to
                     January 1, 1981 shall not be less than the Actuarial
                     Equivalent of the benefit which would have been payable
                     with respect to such Years of Credited Service under the
                     Garrett prior plan as in effect on December 31, 1980 on the
                     basis of the Participant's employment and compensation up
                     to and including that date;

                            "(2) The monthly Pension payable under the Freight
                     Plan as otherwise determined shall be increased by an
                     amount which is the Actuarial Equivalent of the
                     Participant's employee contribution account balance at
                     December 31, 1980 under the Garrett prior plan increased by
                     adding to the amount of such balance interest for the
                     period from January 1, 1981 to the Pension Starting Date at
                     an annual compound rate equal to the greater of (i) five
                     percent (5%) and (ii) the rate from time to time being used
                     by the actuary in calculating the projected long-term
                     investment return on Freight Plan assets.


                                                       18

<PAGE>

                            "(3) If a Participant's employment is terminated
                     under such circumstances that a Pension is not payable
                     under the Freight Plan, then as soon as reasonably
                     practicable after termination of his employment, a lump sum
                     payment shall be made to the Participant (or, if his
                     employment is terminated by death, to his designated
                     beneficiary or in the absence of a designated beneficiary,
                     to the person who would have been entitled to any payment
                     made under the Freight Plan provisions relating to
                     designation of beneficiaries) equal to his employee
                     contribution account balance at December 31, 1980 under the
                     Garrett prior plan increased by adding to the amount of
                     such balance interest for the period from December 31, 1980
                     to the date of termination of his employment at an annual
                     compound rate equal to the greater of (i) five percent (5%)
                     and (ii) the rate from time to time being used by the
                     actuary in calculating the projected long-term investment
                     return on Freight Plan assets.

                            "(4) Any monthly Pension which becomes payable to
                     the surviving spouse of the Participant under paragraph (b)
                     or paragraph (c) of Section 6.3 relating to survivor
                     benefits shall not be less than the Actuarial Equivalent of
                     (i) the excess of the cash value of the life insurance
                     coverage on the life of the Participant on December 31,
                     1980 under the Garrett prior plan minus (ii) the balance
                     credited to the Participant's employee contribution account
                     in the Garrett prior plan at such date.

                            "Except as provided in this paragraph (a), no
                     benefit shall be paid under the Garrett prior plan with
                     respect to a Participant therein whose employment is
                     terminated for any reason after December 31, 1980. Any
                     insurance contract or other assets accumulated to fund
                     benefits under the Garrett prior plan shall be transferred
                     to the Trustee and held as part of the Trust Fund. If under
                     the terms of any such insurance contract an amount becomes
                     payable by the insurance company directly to, or in respect
                     of, any such Participant, the amount of any monthly Pension
                     payable from the Trust shall be reduced by the Actuarial
                     Equivalent of such payment by the insurance company.

                     "(b) Pensions Payable to Participants in the Associated
               Truck Lines, Inc. Profit Sharing Plan or in the Road
               Equipment-New Life Profit Sharing Retirement Plan. Any person who
               on December 31, 1980 was a Participant in Associated Truck Lines,
               Inc. Profit Sharing Plan ("the Associated prior plan") or in the
               Road Equipment-New Life Profit Sharing Retirement Plan ("the
               Road-New Life prior plan"), and who was employed by a
               Participating Employer on January 1, 1981, shall be a
               Participant, and in the case of such Participant:

                            "(1) Years of Credited Service shall be measured
                     from the first day such Participant became an employee of
                     Associated Truck Lines, Inc., Road Equipment, Inc., or New
                     Life Transport Parts Center, Inc., and

                            "(2) the monthly Pension otherwise payable under the
                     Freight Plan (determined without regard to Section 5.8 of
                     the Plan) shall be reduced by the lesser of (i) or (ii)
                     below:

                                  "(i) A monthly amount determined by
                            multiplying such monthly pension otherwise payable
                            by a fraction the numerator of which is the portion
                            of his Years of Credited Service prior to January 1,
                            1981 and the denominator of which is his total Years
                            of Credited Service.

                                  "(ii) A monthly amount determined by the
                            Participant's account balance in the Associated
                            prior plan or the Road-New Life prior plan on
                            December 31, 1980 increased by adding to such
                            balance interest thereon for the period from
                            December 31, 1980 to the pension starting date at an
                            annual compound rate equal to the rate used by the
                            actuary in calculating the projected long-term
                            investment return on Freight Plan assets as of the
                            date of the adoption of this Freight Plan.

                            "(3) Years of Service for Vesting Purposes shall be
                     those years which are recognized for company seniority with
                     Associated Truck Lines, Inc., Road Equipment, Inc., or New
                     Life Transport Parts Center, Inc.

                     "(c)   Pensions Payable to Participants in Graves Truck
               Lines, Inc. Profit Sharing Plan.  Any person who on December 31,
               1980 was a Participant in Graves Truck Lines, Inc. Profit Sharing
               Plan 

                                       19

<PAGE>

               ("the Graves prior plan"), and who was employed by a
               Participating Employer on January 1, 1981, shall be a
               Participant, and in the case of such Participant:

                            "(1)  Years of Credited Service shall be measured
                     from the first day such Participant became an employee of
                     Graves Truck Lines, Inc. and

                            "(2) the monthly Pension otherwise payable under the
                     Freight Plan (determined without regard to Section 5.8 of
                     the Plan relating to statutory limitations on benefits)
                     shall be reduced by the lesser of (i) and (ii) below:

                                  "(i) A monthly amount determined by
                            multiplying such monthly pension otherwise payable
                            by a fraction the numerator of which is the portion
                            of his Years of Credited Service prior to January 1,
                            1981 and the denominator of which is his total Years
                            of Credited Service.

                                  "(ii) A monthly amount which is the Actuarial
                            Equivalent on the pension starting date of the
                            Participant's account balance in the Graves prior
                            plan on December 31, 1980 increased by adding to the
                            amount of such balance interest thereon for the
                            period from December 31, 1980 to the pension
                            starting date at an annual compound rate equal to
                            the rate used by the actuary in calculating the
                            projected long-term investment return on Freight
                            Plan assets as of the date of the adoption of this
                            Freight Plan.

                            "(3) Years of service for vesting purposes shall be
                     those years which are recognized for company seniority with
                     Graves Truck Lines, Inc.

                     "(d)   Pensions Payable to Participants in Neuendorf
               Transportation Co. Retirement Trust and Profit Sharing Plan. Any
               person who on December 31, 1981 was a Participant in Neuendorf
               Transportation Company Retirement Trust and Profit Sharing Plan
               ("the Neuendorf prior plan"), and who was employed by a System
               Company on January 1, 1982, shall be a Participant;

                     "Any person who on February 17, 1981 was a Participant in
               Neuendorf Transportation Company Retirement Trust and
               Profit-Sharing Plan and who in the calendar year 1981 became an
               employee of a Participating Employer and who continued to be
               employed by a Participating Employer on January 1, 1982 shall be
               a Participant;

                     "In case of such Participant:

                            "(1) Years of Credited Service shall be measured
                     from the first day such Participant became an employee of
                     Neuendorf Transportation Company, and

                            "(2) the monthly Pension otherwise payable under the
                     Freight Plan (determined without regard to Section 5.8 of
                     the Plan) shall be reduced by the lesser of (i) and (ii)
                     below:

                                  "(i) A monthly amount determined by
                            multiplying such monthly pension otherwise payable
                            by a fraction, the numerator of which is the portion
                            of his Years of Credited Service prior to January 1,
                            1982 and the denominator of which is his total Years
                            of Credited Service.

                                  "(ii) A monthly amount which is the Actuarial
                            Equivalent on the pension starting date of the
                            Participant's account balance in the Neuendorf prior
                            plan on December 31, 1981 increased by adding to the
                            amount of such balance interest thereon for the
                            period from December 31, 1981 to the pension
                            starting date at an annual compound rate equal to
                            the rate used by the actuary in calculating the
                            projected long-term investment return on Freight
                            Plan assets as of January 1, 1982.

                            "(3) Years of Service for vesting purposes shall be
                     those years which are recognized for company seniority with
                     Neuendorf Transportation Company."

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



                                       20

<PAGE>



               IN WITNESS WHEREOF, the Company and ANR Freight System, Inc. have
caused this instrument to be executed by their duly authorized officers and
their corporate seals to be affixed hereto as of the date indicated above, but
unless otherwise stated or required, this merger and amendment shall be
effective as of the first day of January 1, 1995.

ATTEST:                                  THE COASTAL CORPORATION
(Seal)



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


ATTEST:                                  ANR FREIGHT SYSTEM, INC.
(Seal)



AUSTIN M. O'TOOLE                        By:      LARRY R. JOUETT
------------------------------           -------------------------------------
Austin M. O'Toole                                 Larry R. Jouett
Secretary                                         President and Chief
                                                  Executive Officer


                                       21

<PAGE>



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


         This AMENDMENT, entered into the 29th day of December , 1995, by The
Coastal Corporation, a Delaware corporation (hereinafter referred to as the
"Company").

                               W I T N E S S E T H

         WHEREAS, the Company wishes to amend the Pension Plan for Employees of
The Coastal Corporation (the "Plan") to add an Eleventh Supplement, "The
Regulated Companies Supplement," to provide an early retirement incentive
program for employees of ANR Pipeline Company, ANR Storage Company, Colorado
Interstate Gas Company and Great Lakes Gas Transmission Company;

         NOW, THEREFORE, the Plan is hereby amended in the following respect:

1.       A new supplement is added to read as follows in its entirety:

                               ELEVENTH SUPPLEMENT

                         REGULATED COMPANIES SUPPLEMENT

                                    ARTICLE I

                                  INTRODUCTION

         This Supplement is referred to as the "Regulated Companies Supplement."
This Supplement includes provisions applicable only to Employees (as defined in
this Supplement) of ANR Pipeline Company, ANR Storage Company, Colorado
Interstate Gas Company and Great Lakes Gas Transmission Company.

         The purpose of this Supplement is to provide an early retirement
incentive program within the Plan for Participants to whom this Supplement
applies.

         The provisions of the Regulated Companies Supplement apply in lieu of
inconsistent or contrary provisions contained in the Plan (excluding this
Supplement) with respect to persons to whom this Supplement applies.


                                   ARTICLE II

                                   DEFINITIONS

         Terms used in this Supplement which are defined in the Plan have the
same meaning in this Supplement unless such terms are defined differently for
purposes of this Supplement. The definition of terms defined in this Supplement
apply only to this Supplement and not to other parts of the Plan.

         2.1      "ANR Pipeline" means ANR Pipeline Company, a Delaware company.

         2.2      "ANR Storage" means ANR Storage Company, a Michigan company.

         2.3      "CIG" means Colorado Interstate Gas Company, a Delaware
company.

         2.4 "Early Retirement Incentive Program" are the modified retirement
benefits set forth in this Supplement for Employees eligible for such program
and who elect to participate.

         2.5 "Employee," for purposes of this Supplement only, means a person
who is an Employee, as defined in the Plan, of ANR Pipeline, ANR Storage, CIG or
Great Lakes on November 15, 1995 and who is a Participant, as defined in the
Plan.



                                       22

<PAGE>



         2.6      "Great Lakes" means Great Lakes Gas Transmission Company, a
Delaware company.

         2.7 "Participant," for purposes of this Supplement only, means an
Employee, as defined in this Supplement, who meets the eligibility requirements
of Section 3.1 of this Supplement.


                                   ARTICLE III

                       EARLY RETIREMENT INCENTIVE PROGRAM

         3.1 Eligibility. To be eligible to participate in the Early Retirement
Incentive Program, an Employee must have been an Employee through December 31,
1995; must have reached an age of at least 55 years of age before January 1,
1996; and must have five (5) or more Years of Service before January 1, 1996 for
purposes of determining vesting in the Plan. To participate in the Early
Retirement Incentive Program, an Employee must make an irrevocable, written
election to retire as of December 31, 1995 and to commence receipt of Retirement
Income as of January 1, 1996. The election must be made by November 15, 1995. An
Employee of ANR Pipeline, ANR Storage or CIG who has retired previous to
November 15, 1995 and commenced receiving Retirement Income under the Plan, but
who has been re-employed as an Employee on or before November 15, 1995 is not
eligible for the Early Retirement Incentive Program. An Employee of Great Lakes
who has retired previous to November 15, 1995 and commenced receiving Retirement
Income under the Plan, but who has been re-employed as an Employee on or before
November 15, 1995 is eligible for the Early Retirement Incentive Program.

         3.2 Retirement Benefits. The Retirement Income of each Employee
eligible for the Early Retirement Incentive Program shall be determined pursuant
to provisions of the Plan applicable to such Employee, as such provisions are
modified by the provisions of this Supplement to provide the benefit determined
pursuant to subsection (a) or subsection (b), whichever is greater, plus the
benefit determined pursuant to subsection (c) of this Section:

                  (a) The Retirement Income determined by (i) increasing the
         Years of Service of the Employee by five years and (ii) increasing the
         age of the Employee by the lesser of (A) five years or (B) the number
         of years required for the Employee to attain age 65. Note that the
         Basic Compensation, Final Average Earnings and other Compensation used
         to calculate the Retirement Income shall not be altered or projected
         due to the age and Years of Service additions of this subsection (a).
         In addition, the optional forms of benefit which may be selected by the
         Employee shall be determined by the actual age of the Employee at
         December 31, 1995, without the addition of up to five years, as
         described in this subsection.

                  (b) The Retirement Income determined without regard to the
         reduction for commencement of payments prior to the Normal Retirement
         date of the Employee. This includes reductions specified in the Plan
         and the Supplements, including, without limitation, Section 5.3 of the
         Plan and the Third Supplement, ANR Supplement.

                  (c) (i) For Employees under age 62 on December 31, 1995. A
                  monthly amount equal to the monthly Social Security benefit
                  the Employee would be entitled to receive at age 62, assuming
                  the Employee continued to receive Compensation at the same
                  rate as in effect at December 31, 1995, reflecting the law in
                  effect at January 1, 1995 without adjustment for cost of
                  living or other increases or decreases in the benefit amount
                  which adjustments would have been first applicable after
                  January 1, 1995.

                           (ii) For Employees age 62 or older on December 31,
                  1995. A monthly amount equal to the monthly Social Security
                  benefit the Employee would have been entitled to on January 1,
                  1995, assuming the Employee had elected to commence receipt of
                  Social Security benefits at age 62, without adjustment for
                  cost of living or other increases or decreases in the benefit
                  amount which adjustments would have been first applicable
                  after January 1, 1995.



                                       23

<PAGE>



                           (iii) The monthly amount will be paid commencing on
                  January 1, 1996 for the greater of (i) twenty-four months or
                  (ii) the number of months up to and including the month the
                  Participant reaches, or would have reached, age 62.

                           (iv) Each Employee who has attained the age of 63
                  years on or before December 31, 1995 shall have the option of
                  receiving such amount in the form of a 50% Joint and Survivor
                  Annuity in lieu of the twenty-four (24) monthly payments.

                  (d) The reduction in Retirement Income due to coverage under
         the Preretirement Survivor Annuity provisions of the Plan (including
         reductions pursuant to Section 5.5) and other Supplements, excluding
         this Supplement, shall apply only to the Retirement Income determined
         pursuant to provisions of the Plan, excluding this Supplement, and
         shall not apply to any additions to Retirement Income provided by this
         Supplement, including provisions of subsections 3.2 (a), (b) and (c) of
         this Supplement.

                  (e) The Retirement Income of the Participant will be the total
         of the amounts determined pursuant to subsections (a) or (b), whichever
         is greater, and (c) of this Section. There shall be no duplication of
         benefits from the Plan with respect to Years of Service taken into
         account in the Retirement Income calculations described in this
         Section.

                  (f) The limitations contained in the Plan with respect to
         qualifications of the Plan pursuant to the applicable laws and
         provisions of the Plan derived therefrom (including provisions of
         Section 5.8) shall apply to the Retirement Income determined pursuant
         to this Supplement and such Retirement Income shall be reduced as
         necessary to comply with such provisions.

                  The provisions of this Supplement shall be modified to the
         extent necessary to comply with federal laws and regulations and are
         conditioned upon the issuance of a favorable determination of
         qualification letter by the Internal Revenue Service. To the extent
         necessary to comply with requirements for qualification, provisions of
         this Supplement shall be modified to comply with such requirements, and
         such modifications shall be on a retroactive basis, if necessary.

         3.3      Effective Date.  The effective date for Retirement Income to
commence for Employees electing to participate in the Early Retirement Incentive
Program is January 1, 1996. The provisions of this Amendment are effective as of
October 1, 1995.

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

         3. This Amendment may be executed in any number of counterparts and by
different parties hereto on separate counterparts, each of which, when so
executed and delivered shall be an original, but all such counterparts shall
together constitute one and the same instrument.

         IN WITNESS WHEREOF, the Company, ANR Pipeline, ANR Storage, CIG and
Great Lakes have caused this instrument to be executed by their duly authorized
officers and their corporate seals to be affixed hereto as of the date indicated
above, but effective as of the date indicated in this instrument.

ATTEST:                               THE COASTAL CORPORATION
(Seal)


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




                                       24

<PAGE>



ATTEST:                               ANR PIPELINE COMPANY
(Seal)


AUSTIN M. O'TOOLE                     By: JAMES F. CORDES
--------------------------------      -------------------------------------
Austin M. O'Toole                        James F. Cordes
Senior Vice President and                Chairman
   Assistant Secretary


ATTEST:                               ANR STORAGE COMPANY
(Seal)


AUSTIN M. O'TOOLE                     By: JAMES F. CORDES
--------------------------------      -------------------------------------
Austin M. O'Toole                        James F. Cordes
Senior Vice President and                Chairman
   Assistant Secretary


ATTEST:                               COLORADO INTERSTATE GAS COMPANY
(Seal)


AUSTIN M. O'TOOLE                     By: C. SCOTT HOBBS
--------------------------------      -------------------------------------
Austin M. O'Toole                         C. Scott Hobbs
Senior Vice President and                 Executive Vice President and
   Secretary                                 Chief Operating Officer


ATTEST:                               GREAT LAKES GAS TRANSMISSION
(Seal)                                            COMPANY


NARINDER J.S. KATHURIA                By:  JAMES F. CORDES
--------------------------------      -------------------------------------
Narinder J.S. Kathuria                     James F. Cordes
Associate General Couns                    Chairman
   and Secretary


                                       25

<PAGE>



                NINTH AMENDMENT TO THE PENSION PLAN FOR EMPLOYEES
                    OF THE COASTAL CORPORATION AND MERGER OF
                     RETIREMENT PLAN FOR HOURLY EMPLOYEES OF
      SOLDIER CREEK COAL COMPANY INTO THE SEVENTH SUPPLEMENT - COAL PENSION


         THIS AMENDMENT AND MERGER is made the 29th day of December , 1995, by
The Coastal Corporation, a Delaware corporation (hereinafter referred to as the
"Company") and Soldier Creek Coal Company (hereinafter referred to as "Soldier
Creek"), a Delaware corporation.

                                   WITNESSETH:

         WHEREAS, Soldier Creek adopted the Retirement Plan for Hourly Employees
of Soldier Creek Coal Company ( the "Soldier Creek Plan") effective September 5,
1985;

         WHEREAS, Soldier Creek adopted an amendment and restatement of the
Soldier Creek Plan on June 9, 1993, effective January 1, 1987;

         WHEREAS, Soldier Creek adopted an amendment and restatement of the
Soldier Creek Plan on December 1, 1994, effective as of January 1, 1989;

         WHEREAS, on September 15, 1993, all of the outstanding common stock of
Sage Point Coal Company, the parent company of Soldier Creek, was acquired by
Coastal States Energy Company, an affiliate of the Company;

         WHEREAS, the Company and Soldier Creek wish to merge the Soldier Creek
Plan into The Pension Plan for Employees of The Coastal Corporation (the
"Plan"), Seventh Supplement - Coal Pension.

         NOW, THEREFORE, the Soldier Creek Plan is merged into the Plan, Seventh
Supplement - Coal Pension, and the merged Plan (which continues to be entitled
the Pension Plan for Employees of The Coastal Corporation), Seventh Supplement -
Coal Pension, is amended as follows:


1.       The Section designated as the "Introduction" is amended to read in its
entirety as follows:

                        SEVENTH SUPPLEMENT - COAL PENSION

                                    ARTICLE 1

                                  INTRODUCTION

                  This Supplement is referred to as the "SUFCo Supplement" or
         the "SUFCo/UFCo Supplement." This Supplement includes provisions
         applicable to persons who were Participants with respect to the SUFCo
         Retirement Plan (hereinafter the "SUFCo Plan") prior to January 1, 1992
         and to persons who were Participants with respect to the Soldier Creek
         Plan (as defined in this Supplement) prior to January 1, 1996. In
         addition, this Supplement applies to Employees (as defined in this
         Supplement) of Southern Utah Fuel Company, Utah Fuel Company and
         Soldier Creek Coal Company.

                  This Supplement also applies to Employees (as defined in this
         Supplement) of the Company, Related Employers or Subsidiaries which
         specifically adopt the provisions of this Supplement with respect to
         such Employees.

                  The purpose of this Supplement is to provide a separate
         benefit structure within the Plan for Participants of the SUFCo Plan
         and for Participants of the Soldier Creek Plan to whom this Supplement
         applies. The separate benefit structure of SUFCo Plan Participants is
         generally a continuation of the provisions of the SUFCo Plan as in
         effect before the merger of the SUFCo Plan into this Plan. The separate
         benefit structure of the Soldier Creek Plan Participants is generally
         the 

                                       26

<PAGE>



         greater of (i) the sum of the benefit accrued before 1994 under the
         Soldier Creek Plan, plus the benefit accrued after 1993 under the
         provisions of the SUFCo Plan benefit structure, as contained in this
         Supplement, or (ii) the benefit accrued under the Soldier Creek Plan
         benefit structure for periods both before 1994 and after 1993.

                  The provisions of the SUFCo Supplement apply in lieu of
         inconsistent or contrary provisions contained in the Plan (excluding
         this Supplement) with respect to persons to whom this Supplement
         applies.

                  Each participant in the SUFCo Plan prior to its merger into
         this Plan is entitled to a benefit under the Plan which is at least
         equal to a benefit such participant would have been entitled to as of
         December 31, 1992 had the SUFCo Plan been continued without change
         through December 31, 1992.

                  Each participant in the Soldier Creek Plan prior to its merger
         into this Plan is entitled to a benefit under the Plan which is at
         least equal to a benefit such participant would have been entitled to
         as of December 31, 1995 had the Soldier Creek Plan been continued
         without change through December 31, 1995.

2.       The definition of "Employee" in Section 2.2 is amended to read in its
entirety as follows:

                  2.2 "Employee" is defined in the Plan and is modified to apply
         only to persons employed by SUFCo, UFCo, Soldier Creek or Other
         Adopting Employers, except that the provisions of this Supplement do
         not apply to a person employed by SUFCo, UFCo, Soldier Creek or Other
         Adopting Employers with respect to periods of time during which such
         person is designated by the Board of Directors of SUFCo, UFCo, Soldier
         Creek or Other Adopting Employers as ineligible to participate in the
         SUFCo Retirement Plan or the Soldier Creek Plan or under the provisions
         of this Supplement.

3.       The definition of "Soldier Creek" is added as Section 2.5:

                  2.5 "Soldier Creek" means Soldier Creek Coal Company, a
         Delaware company, or any successor corporation resulting from a merger
         or consolidation with Soldier Creek or a transfer of substantially all
         of the assets of Soldier Creek if such successor or transferee shall
         adopt and continue the Plan by appropriate corporate action pursuant to
         provisions of the Plan.

4.       The definition of "Soldier Creek Plan" is added as Section 2.6:

                  2.6 "Soldier Creek Plan" means the Retirement Plan for Hourly
         Employees of Soldier Creek Coal Company, as such plan was in effect on
         December 31, 1994.

5.       Article IV is amended to add a second paragraph to read as follows:

                  In the event of termination of the Coastal Plan within a
         period of five years from the date of merger of the Soldier Creek Plan
         into this Supplement of the Coastal Plan, the requirements of Section
         414(l) of the Code shall be satisfied pursuant to the condition set
         forth in Treasury Regulations interpreting that Section, specifically
         Regulation Sections 1.414(l)-1(h) and 1.414(l)-1(i), in such a manner
         that all benefits that would be provided by the Soldier Creek Plan on a
         termination basis just prior to the merger of the Soldier Creek Plan
         into the Seventh Supplement - Coal Pension of the Plan are payable in a
         priority category higher than the highest priority category in Section
         4044 of ERISA. This provision shall not apply to a termination which
         occurs more than five years after the merger of the Soldier Creek Plan
         into the Seventh Supplement - Coal Pension of the Plan.

6.       A new Article V is added to read as follows:



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<PAGE>



                                    ARTICLE V

                             SOLDIER CREEK BENEFITS

               For Participants in the Soldier Creek Plan on the date of merger
          into this Plan who are Employees of Soldier Creek on such date, the
          Retirement Income for each Participant shall be the benefit calculated
          under Article III of this Supplement with respect to Years of Service
          for periods of time after December 31, 1993 in addition to the
          retirement benefit which is equal to his Accrued Benefit (as defined
          in the Soldier Creek Plan) determined as of December 31, 1993;
          provided, however, that such benefit shall not be less than the
          Accrued Benefit (as defined in the Soldier Creek Plan) calculated
          pursuant to Section 1.1 of the Soldier Creek Plan, based upon the
          total of (i) the Years of Credited Service (as defined in the Soldier
          Creek Plan) of the Participant for periods of time before January 1,
          1994, plus (ii) the Years of Service (as defined in this Plan) of the
          Participant for periods of time after December 31, 1993, during which
          time such Participant received compensation from the Employer in the
          form of an hourly wage.

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

         IN WITNESS WHEREOF, the Company and Soldier Creek have caused this
instrument to be executed by their duly authorized officers and their corporate
seals to be affixed hereto as of the date indicated above, but effective as of
the date indicated in this instrument.

ATTEST:                              THE COASTAL CORPORATION
(Seal)


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


ATTEST:                              SOLDIER CREEK COAL COMPANY
(Seal)


AUSTIN M. O'TOOLE                    By: JAMES L. VAN LANEN
--------------------------------     ----------------------------------------
Austin M. O'Toole                        James L. Van Lanen
Senior Vice President and                President
   Assistant Secretary




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