Exhibit 10.17


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


     THIS  AMENDMENT  is made  the 6th day of  December,  1996,  by The  Coastal
Corporation, a Delaware corporation (hereinafter referred to as the "Company").

                                   WITNESSETH:

     WHEREAS,  the Company wishes to amend The Pension Plan for Employees of The
Coastal  Corporation  (the  "Plan") to clarify  various  provisions  in order to
obtain a determination  letter from the Internal Revenue Service and to maintain
the Plan as a qualified Plan;

     NOW, THEREFORE, the Plan is amended as follows:

1.   Section 1.2A is amended by adding at the end of the second paragraph:

              "For purposes of applying the Code Section 401(a)(17) limit to
     Average Annual Compensation, if any Employee is a family member (spouse
     and lineal  descendants  who have not attained the age of 19 before the
     end of the  Plan  Year) of  either  (a) a five  percent  owner or (b) a
     Highly  Compensated  Employee  who  is  one  of  the  ten  most  Highly
     Compensated  Employees ranked on the basis of Compensation  paid by the
     Employer  during such Plan Year,  then the Average Annual  Compensation
     with  respect  to such  Employees  shall be  aggregated  with all other
     members of such  family  unit.  If  applicable,  the Code  Section  401
     (a)(17) limit will be allocated among the members of the family unit in
     proportion  to the Average  Annual  Compensation  of each family member
     that is combined to determine the aggregate."

2.   Section 1.2B is amended by adding a second paragraph:

              "In no event shall Basic  Compensation of a Participant  taken
     into account under the Plan for any Plan Year exceed  $150,000 (or such
     greater amount provided pursuant to Section 401(a)(17) of the Code. For
     purposes  of  applying  the  Code  Section  401(a)(17)  limit  to Basic
     Compensation,  if any  Employee is a family  member  (spouse and lineal
     descendants  who have not  attained the age of 19 before the end of the
     Plan  Year)  of  either  (a) a  five  percent  owner  or  (b) a  Highly
     Compensated  Employee  who is one of the ten  most  Highly  Compensated
     Employees  ranked on the  basis of  Compensation  paid by the  Employer
     during such Plan Year, then the Basic Compensation with respect to such
     Employees  shall be  aggregated  with all other  members of such family
     unit.  If  applicable,  the Code  Section  401  (a)(17)  limit  will be
     allocated  among the  members of the family unit in  proportion  to the
     Basic  Compensation of each family member that is combined to determine
     the aggregate."

3.   Item 7 of the Fourth Amendment, dated May 20, 1994 is deleted.

4.   Section 1.14 is amended in its entirety to read as follows:

              "1.14 (a) "Hour of Service" means a period of time  consisting
     of an individual's  period of employment with the Company, a Subsidiary
     or a Related  Employer and for all purposes  except  vesting  means (i)
     each hour for which an individual is paid, or entitled to payment,  for
     the  performance  of  duties  during a period  of  employment  with the
     Company,  a Subsidiary  or a Related  Employer;  and (ii) each hour for
     which an individual is directly or  indirectly  paid by the Company,  a
     Subsidiary  or a Related  Employer or is  entitled to payment  from the
     Company,  a Subsidiary or a Related Employer during which no duties are
     performed  by  reason  of  vacation,   holiday,   illness,   incapacity
     (including  disability),  layoff,  jury duty, military duty or leave of
     absence.  Each Hour of  Service  for which  back pay,  irrespective  of
     mitigation of damages, is either awarded or agreed to by the Company, a
     Subsidiary or a Related  Employer shall be included under either (i) or
     (ii) as may be appropriate. Hours of Service shall be credited:



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                      (A) in the case of hours referred to in clause (i) of
             the first sentence of  this  subsection, for  the  computation
             period in which the duties are performed;

                      (B) in the case of hours  referred  to in clause (ii)
             of the first sentence of this subsection,  for the computation
             period or periods in which the period  during  which no duties
             are performed occurs; and

                      (C) in the  case  of  hours  for  which  back  pay is
             awarded or agreed to by the Company, a Subsidiary or a Related
             Employer  for the  computation  period or periods to which the
             award or  agreement  pertains  rather than to the  computation
             period in which the award, agreement or payment is made.

              (b) In  determining  Hours of  Service  an  individual  who is
     employed by the Company,  a Subsidiary  or a Related  Employer on other
     than an hourly rated basis shall be credited  with ten Hours of Service
     per day for each day the individual would, if hourly rated, be credited
     with service pursuant to clause (i) of the first sentence of subsection
     (a). If an individual is paid for reasons other than the performance of
     duties pursuant to clause (ii) of the first sentence of subsection (a):
     (i) in the  case of a  payment  made or due that is  calculated  on the
     basis of units of time, an individual shall be credited with the number
     of regularly  scheduled  working hours included in the units of time on
     the basis of which the payment is  calculated;  and (ii) an  individual
     without a regular work  schedule  shall be credited with eight Hours of
     Service  per day (to a maximum of forty  Hours of Service per week) for
     each day that the  individual  is so paid.  Hours of  Service  shall be
     calculated in accordance with Department of Labor  Regulations  Section
     2530.200b-2  or any  future  legislation  or  regulation  that  amends,
     supplements or supersedes that section.

              (c) Hour of Service includes each hour for which an individual
     is disabled and eligible to receive  disability income benefits under a
     disability  plan  maintained by the Company,  a Subsidiary or a Related
     Employer.  Hours of Service  during such  disability  periods  shall be
     determined   pursuant  to  the  procedure  in  subsection  (b)  for  an
     individual without a regular work schedule.  Provided, however, that if
     the  cause  of  the   disability   of  such   disabled   individual  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
     individual  had  credited  under  the  Plan  prior  to  the  time  such
     individual became disabled.

              (d) Hour of Service  for  purposes of vesting  only,  means an
     hour for which an individual  is paid,  or entitled to payment,  by the
     Company,  a Subsidiary  or a Related  Employer for the  performance  of
     duties for the Company,  a Subsidiary or a Related Employer and an hour
     for which an individual 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 if the cause
     of the disability of such disabled individual 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  individual had credited
     under the Plan prior to the time such individual became disabled. Hours
     of Service during such disability periods shall be determined  pursuant
     to the procedure in subsection (b) for an individual  without a regular
     work schedule.

              (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  individual on or after August
     5, 1993 pursuant to the Family and Medical Leave Act, if the individual
     returns  to  employment  with the  Company  at the end of such leave of
     absence.

              (f) Hours of  Service  credited  for a period  of time  during
     which an  individual  is absent from  service for any reason other than
     disability, jury duty or military leave may not exceed six months. This
     limitation  applies only for  purposes of  determining  eligibility  to
     participate  in  the  Plan  and  Retirement  Income  since  vesting  is
     determined based on the elapsed time method."


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5.   Section 1.28 is amended to read in its entirety as follows:

              "1.28 "Years of Service" means a period of time  consisting of
     an individual's  period of employment with the Company, a Subsidiary or
     a Related Employer  determined as follows.  Years of Service is defined
     differently  for purposes of  eligibility to  participate,  vesting and
     determination of Retirement Income.

             (a)   Eligibility.   (i)  For  purposes  of   eligibility   to
    participate  in the  Plan,  Years of  Service  shall be based  upon the
    twelve-consecutive-month period commencing upon an individual's date of
    employment or  reemployment,  as is  appropriate,  with the Company,  a
    Subsidiary  or  a  Related  Employer  for  the  initial  year  and  for
    subsequent  periods  (including  the Plan Year which includes the first
    anniversary of the individual's date of employment or reemployment,  as
    is appropriate) shall be based upon the calendar year.

                      (ii) For Plan Years before 1990, Years of Service for
             purposes  of   eligibility   are   measured   based  upon  the
             individual's employment or reemployment date and anniversaries
             thereof in lieu of the calendar year.  The amendment  adopting
             the calendar year  provision for years after 1989 with respect
             to eligibility was dated February 6, 1990. With respect to the
             period of time  beginning  on  January  1, 1990 and  ending on
             February 6, 1990, an  individual  shall receive the greater of
             the Years of Service calculated using the provisions in effect
             prior  to  1990  and the  provisions  which  became  effective
             January 1, 1990 for  purposes of  determining  eligibility  to
             join the Plan.

              (b)  Vesting.  For  purposes of  determining  the vesting of a
     Participant under the Plan, Years of Service means an aggregated period
     of time  commencing  with an  individual's  first day of  employment or
     reemployment  by the Company,  a Subsidiary  or a Related  Employer and
     ending on the first day of a Period of Severance.  An individual  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 days. Notwithstanding the foregoing provisions of
     this  Section,  if an  individual  separates  from the  service  of the
     Company, a Subsidiary or a Related Employer for any reason other than a
     termination,  retirement  or  discharge  (such  as  vacation,  holiday,
     sickness,  disability,  leave of absence or  layoff)  and  subsequently
     quits, retires or is discharged,  such individual will not receive more
     than one Year of Service after such  individual  first  separates  from
     service;  provided,  however,  that an individual may receive more than
     one Year of  Service  if such  individual  is  credited  with  Hours of
     Service pursuant to provisions  relating to Hours of Service while such
     individual is disabled.

              (c)  Retirement Income.  (i)  For  purposes  of  determining a
     Participant's  Retirement  Income  pursuant  to  Article V of the Plan,
     Years of Service  shall be  measured in completed  months based on Plan
     Years.

                      (ii) For  purposes  of  determining  a  Participant's
             Retirement Income pursuant to Article V, a Participant's Years
             of Service shall only include Plan Years in which he completes
             at least  1,000  Hours of Service as a  Participant.  For this
             purpose,  a Participant who was required to complete a Year of
             Service  to be  eligible  to  participate  in the  Plan  shall
             receive  credit  for  such  Year  of  Service.   However,   no
             Retirement  Income is due to an individual who has not met the
             eligibility  requirements  to  become  a  Participant.   If  a
             Participant has fewer than 1,000 Hours of Service in his first
             or last Year of  Service,  or both,  his Years of Service  for
             purposes  of  determining  his  Retirement   Income  shall  be
             combined to reflect the number of months in such  individual's
             first  and last  Years of  Service  in which  such  individual
             completes Hours of Service as a Participant.

                      (iii) For  purposes  of  determining  eligibility  to
             participate  and  Retirement  Income under the Plan,  Years of
             Service shall only include Plan Years,  or periods  commencing
             on an  individual's  date of employment or reemployment by the
             Company,  a  Subsidiary  or a Related  Employer  in which such
             individual  completes at least 1,000 Hours of Service with the
             Company, any Subsidiary and any Related Employer.



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                    (iv) Years of  Service for purposes of  determining  a
            Participant's Retirement Income shall not include any complete
            calendar  month during which the  individual  was not credited
            with an Hour of Service.

                      (v) Years of Service for  purposes of determining  a
            Participant's  Retirement  Income shall not include any period
            of an individual's  employment with the Company,  a Subsidiary
            or Related  Employer  prior to January 1, 1976 during a period
            of time when such  individual's  customary  employment was for
            less than five  months  per year or for less than 20 hours per
            week.

                     (vi) For  purposes  of  determining  a  Participant's
            Retirement Income under this Plan,  including the reemployment
            provisions of the 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 Plan to a qualified  pension plan  maintained  by an
            entity  which is not the Company,  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 Plan.

                     (vii) Years of Service  credited for a period of time
            during  which an  individual  is absent  from  service for any
            reason other than disability,  jury duty or military leave may
            not  exceed  six  months.  This  limitation  applies  only for
            purposes of  determining  Retirement  Income since  vesting is
            determined based on the elapsed time method.

               (d) All  Purposes.  (i) Years of  Service  shall  include  any
      period in which an individual is absent to serve in the armed forces of
      the United  States  under  circumstances  whereby  such  individual  is
      entitled  to  reemployment   rights  under   applicable  law,  if  such
      individual  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 individual preceding the absence.

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

                    (iii) If an individual who has had a Break in Service
           is  reemployed  by the  Company,  a  Subsidiary  or a  Related
           Employer,  his Years of  Service  shall  include  the Years of
           Service to his credit at the time the Break in Service  began,
           unless such  individual 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 such individual's credit
           at the time such Break in Service  began;  provided,  however,
           that Years of Service for periods of time before 1976 shall be
           added to Years of Service after 1975 only for  individuals who
           were active  employees  or on approved  leave of absence as of
           January 1, 1976. For  individuals  with Years of Service under
           the ANR Plan,  the  preceding  sentence  shall be  applied  by
           substituting  1975,  1974, and January 1, 1975 for 1976,  1975
           and January 1, 1976, respectively.

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

6.   Clause (b) of Section 11.1 is amended to read in its entirety as
     follows:

              "(b) directly or  indirectly  affecting the schedule set forth
     in Section 5.4 used to determine  the vested  interest of a Participant
     on the  effective  date of the amendment  unless (i) the  conditions of
     Section  411(a)(10) of the Code are satisfied and (ii) each Participant
     whose  nonforfeitable  percentage of his accrued  benefit is determined
     under Section 5.4 and who has completed three Years of Service with the
     Employer, may


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     elect, during the election period, to have the nonforfeitable percentage
     determined under the old vesting schedule."

7.   The introductory paragraph of Section 13.5 is amended to add at the end:
     "; provided, however, that the following formula for vesting of Top-Heavy
     Participants shall be at least as favorable at all points in time as the
     formula set forth in Section 5.4:"

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

     IN WITNESS  WHEREOF,  the Company has caused this instrument to be executed
by its duly  authorized  officers and their corporate seals to be affixed hereto
as of the date indicated above.

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



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