**EXHIBIT 10.I.5****AMENDMENT NO. 5 TO THE****EL PASO CORPORATION****KEY EXECUTIVE SEVERANCE PROTECTION PLAN**     WHEREAS, El Paso Corporation (the “Company”) maintains the El Paso Corporation Key ExecutiveSeverance Protection Plan (the “Plan”), effective as of August 1, 1998; and     WHEREAS, Section 8.1 of the Plan permits the Board of Directors from time to time to amend thePlan, in whole or in part; and     WHEREAS, it is intended hereby to amend the Plan to comply with Section 409A of the InternalRevenue Code of 1986, as amended.     NOW, THEREFORE, the Plan is amended as follows:     1. Section 4.2 is hereby amended in its entirety to read as follows:     “**4.2 Amount of Severance Benefit**     If a Participant’s employment is terminated in circumstances entitling him orher to a Severance Benefit as provided in Section 4.1, such Participant shall beentitled to the following benefits:     (a) the Company shall pay to the Participant, as severance pay and in lieu ofany further salary for periods subsequent to the Termination Date (as specified inSection 5.2), in a single payment (without any discount for accelerated payment),an amount in cash equal to three (3) times the sum of (A) the Participant’s BaseSalary and (B) the Bonus Amount;     (b) for a period of eighteen (18) months subsequent to the Participant’stermination of employment, the Company shall at its expense continue on behalf ofthe Participant and his or her dependents and beneficiaries, the basic lifeinsurance, flexible spending account, medical and dental benefits which were beingprovided to the Participant at the time of termination of employment. Thebenefits provided in this Subsection 4.2(b) shall be no less favorable to theParticipant, in terms of amounts and deductibles and costs to him or her, than thecoverage provided the Participant under the plans providing such benefits at thetime Notice of Termination is given. The Company’s obligation hereunder toprovide the foregoing benefits shall terminate if the Participant obtains healthbenefits coverage under a subsequent employer’s benefit plans. The Company alsoshall pay a lump sum equal to the amount of any additional income tax payable bythe Participant and attributable to the benefits provided under this Subsection4.2 (b) at the time such tax is imposed upon the Participant. Except as
 

 
provided below with respect to a Specified Employee (as defined below), the payment of any health ormedical claims for the health and medical coverage provided in this Subsection4.2(b) shall be made to a Participant as soon as administratively practicableafter a Participant has provided the appropriate claim documentation, but in noevent shall the payment for any such health or medical claim be paid later thanthe last day of the calendar year following the calendar year in which the expensewas incurred. Notwithstanding anything herein to the contrary, to the extentrequired by Section 409A of the Code: (1) the amount of medical claims eligiblefor reimbursement or to be provided as an in-kind benefit under this Plan during acalendar year may not affect the medical claims eligible for reimbursement or tobe provided as an in-kind benefit in any other calendar year, and (2) the right toreimbursement or in-kind benefits under this Plan shall not be subject toliquidation or exchange for another benefit. With respect to a SpecifiedEmployee, during the six-month period commencing the date after the SpecifiedEmployee’s Termination Date, the cost of any health or medical claims for healthand medical coverage provided in this Subsection 4.2(b) which are not otherwiseexempt from Section 409A of the Code shall be paid by the Specified Employee tothe health and medical service provider and reimbursed by the Company after thecompletion of such six-month period but no later than the last day of the calendaryear following the calendar year in which such health and medical expenses wereincurred.     (c) the Company shall pay a lump sum pension supplement payable under theterms of the El Paso Corporation Supplemental Benefit Plan (“Supplemental Plan”)or El Paso Corporation 2005 Supplemental Benefits Plan (“2005 Supplemental Plan”)equal to a pension calculated by adding three years of additional credited pensionservice to the Participant’s existing credited pension service as of thetermination of the Participant’s employment, and then by calculating theParticipant’s pension in accordance with the formula provided in the pension plan.A Participant who is entitled to a pension supplement under any other agreementbetween such Participant and the Company may elect, in writing, to receive thepension supplement provided under this subparagraph (c) in lieu of, but not inaddition to, such other pension supplement as may be provided by such otheragreement. In the event that no election is made, the Participant shall foregohis or her right to receive the pension supplement provided under thissubparagraph;     (d) the Company shall transfer to the Participant, all right, title or otherownership interest it may have in any automobile, if any, then being provided bythe Company for use by the Participant;     (e) the Company shall transfer to the Participant, any right, title orownership in any club memberships provided by the Company;     The amounts provided for in Section 4.2(a), (c), (d) and (e) shall be paid ortransferred within thirty (30) days after the Executive Employee’s termination
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of employment. The Participant shall not be required to mitigate the amount of anypayment provided for in this Plan by seeking other employment or otherwise and nosuch payment shall be offset or reduced by the amount of any compensation orbenefits provided to the Executive Employee in any subsequent employment. If aParticipant is a “specified employee” as defined in Section 409A(a)(2)(B)(i) ofthe Internal Revenue Code of 1986, as amended (“Code”) (“Specified Employee”),then any severance pay which is not otherwise exempt from Section 409A of the Codeshall be paid during a 30-day period which commences on the date which is the dayafter the six-month anniversary of such Specified Employee’s Termination Date.”2. Section 6.1(a) is hereby amended in its entirety to read as follows:     “**6.1 Gross-Up Payment**     In the event it shall be determined that any payment or distribution of anytype by the Company to or for the benefit of the Participant, whether paid orpayable or distributed or distributable pursuant to the terms of this Plan orotherwise (the “Total Payments”), would be subject to the excise tax imposed bySection 4999 of the Code or any interest or penalties with respect to such excisetax (such excise tax, together with any such interest and penalties, arecollectively referred to as the “Excise Tax”), then the Participant shall beentitled to receive an additional payment (a “Gross-Up Payment”) in an amount suchthat after payment by the Participant of all taxes (including any interest orpenalties imposed with respect to such taxes), including any Excise Tax, imposedupon the Gross-Up Payment, the Participant retains an amount of the Gross-UpPayment equal to the Excise Tax imposed upon the Total Payments. Payment of theGross-Up Payment shall be made in accordance with Section 6.3, provided that thepayment of any Gross-Up Payment shall be made prior to the date the Participant isto remit the Excise Tax as provided under the Code or pursuant to any judgment oragreement with any taxing authority.”     IN WITNESS WHEREOF, this amendment has been executed by the undersigned, thereunto dulyauthorized, effective as of January 1, 2007.      EL PASO CORPORATION