**Exhibit 10.S.1****SUPPLEMENT NO. 2 TO THE****EL PASO CORPORATION SEVERANCE PAY PLAN****(AS AMENDED AND RESTATED EFFECTIVE AS OF OCTOBER 1,2002)**April 1, 2005     1. Applicability. This Supplement No. 2(“Supplement No. 2”) to the El PasoCorporation Severance Pay Plan (as amended and restatedeffective as of October 1, 2002), as amended (the“Plan”) applies to each Eligible Employee who isinvoluntarily terminated on or after April 1, 2005 inconnection with the consummation of a transaction listed on theattached Exhibit A. The Plan Administrator of the Plan hasfull authority to determine whether this Supplement No. 2applies to an Eligible Employee under the Plan, whichdetermination shall be final and binding.     2. Amount of Severance Pay. In the event of aQualifying Termination of an Eligible Employee to whom thisSupplement No. 2 applies, the amount of Severance Pay towhich the Eligible Employee shall be entitled under the Plan,upon satisfaction of the conditions to payment of Severance Payset forth in the Plan, shall be an amount equal to the sum of(i) the Eligible Employee’s Monthly Base Pay times afraction, the numerator of which is the Eligible Employee’sAnnual Base Pay and the denominator of which is $10,000, and(ii) one-half(1/2)of the Eligible Employee’s Monthly Base Pay times theEligible Employee’s Years of Service. The maximum amount ofSeverance Pay to which an Eligible Employee shall be entitledhereunder shall be equal to the Eligible Employee’s AnnualBase Pay, and the minimum amount of Severance Pay to which anEligible Employee shall be entitled hereunder shall be equal tothree (3) times the Eligible Employee’s Monthly BasePay. For avoidance of doubt, an Eligible Employee to whom thisSupplement No. 2 applies shall not be entitled to receivethe amount of Severance Pay determined pursuant to the formulaprovided in Section 4.1(a) of the Plan.     3. Continued Health Benefits. Subject to the termsand conditions set forth in Section II of Exhibit B ofthe Plan, an Eligible Employee to whom this SupplementNo. 2 applies who becomes entitled to Severance Pay byreason of a Qualifying Termination shall be entitled to receivecontinued medical and dental coverage under the plan in whichthe Eligible Employee participated immediately prior to his orher Termination Date for six (6) months following the monthin which the Termination Date occurs. For avoidance of doubt, anEligible Employee to whom this Supplement No. 2 appliesshall not be entitled to receive the three (3) months ofcoverage provided under Section I of Exhibit B of thePlan.     4. Authority. This Supplement No. 2 is adoptedby the Company pursuant to its authority underSection 6.2(a) of the Plan to adopt one or more writtensupplements to the Plan at any time, and from time to time,without the consent of or notice to any person.     5. No Rights Under Other Plans. Nothing in thisSupplement No. 2 shall be construed to create anyentitlement or eligibility to receive severance pay or benefitsunder any other severance plan, practice or policy of theCompany, including, without limitation, the El PasoCorporation Amended and Restated 2000 Transition Severance PayPlan (as amended and restated effective as of October 1,2002), as amended, which terminated in accordance with its termsat 11:59 p.m. on December 31, 2004.     6. Termination of Supplement. This SupplementNo. 2 may be terminated, amended or modified by the Companyat any time and from time to time, without the consent of ornotice to any person; *provided, however,*that no suchamendment or termination may reduce the Severance Pay which maybe payable to any Eligible Employee hereunder whose TerminationDate is on or prior to the effective date of such termination,amendment or modification.     7. Effect on Plan Provisions. Except to the extentmodified as set forth herein, the Plan shall remain in fullforce and effect with respect to the Eligible Employees to whomthis Supplement No. 2 applies. Without limiting thegenerality of the foregoing, the terms and conditions set forthin the Plan with respect to eligibility
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for Severance Pay, a Differential Payment, outplacement benefitsand continued health benefits shall continue in full force ineffect with respect to such Eligible Employees.     8. Defined Terms. Capitalized terms used but notdefined herein shall have the meanings set forth in the Plan.[signature page follows]
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     IN WITNESS WHEREOF, the Company has caused this SupplementNo. 2 to be executed effective as of the day and year firstwritten above.     EL PASO CORPORATION      By: /s/ Susan B. Ortenstone       Name: Susan B. Ortenstone Title:    Sr. Vice PresidentATTEST:By: /s/ Linda F. Camarillo Name: Linda F. CamarilloTitle:    Director
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**Exhibit A****Asset Dispositions**     Midstream     Oyster Creek Facility     Indian Springs     Needle Mountain     South Louisiana Gas Plants     Javelina Gas Plant