**EXHIBIT 10.Z.1****AMENDMENT NO. 3 TO THE****EL PASO CORPORATION****2005 OMNIBUS INCENTIVE COMPENSATION PLAN**     WHEREAS, El Paso Corporation (the “Company”) maintains the El Paso Corporation 2005 OmnibusIncentive Compensation Plan (the “Plan”), effective as of May 26, 2005;     WHEREAS, under Section 19.1 of the Plan, the Board of Directors or the “Plan Administrator”(as defined in the Plan) may amend the Plan, in whole or in part;     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 8.4 is hereby amended in its entirety to read as follows:     “**8.4 Form and Timing of Payment**     The payment described in Section 8.3 shall be made in shares of Common Stock,or in cash, or partly in shares of Common Stock and partly in cash, at thediscretion of the Plan Administrator and set forth in the Award Agreement. Thevalue of any fractional shares shall be paid in cash. Payment shall be made in alump sum or installments as prescribed by the Plan Administrator and set forth inthe Award Agreement; provided that each Award Agreement shall comply with the timingof payment requirements set forth in Section 409A of the Code, including, but notlimited to the timing of payments to “specified employees” as defined in Section409A(a)(2)(B)(i) of the Code. If a number of shares of Common Stock is to beconverted into an amount of cash on any date, or if an amount of cash is to beconverted into a number of shares of Common Stock on any date, such conversion shallbe done at the then-current Fair Market Value of the Common Stock on such date.”     2. Section 10.5 is hereby amended in its entirety to read as follows:     “**10.5 Issuance of Shares; Settlement of Awards**     When the restrictions imposed by Section 10.2 expire or otherwise lapse withrespect to one or more Restricted Stock Units, Restricted Stock Units shall besettled (i) in cash or (ii) by the delivery to the Participant of the number of shares of CommonStock equal to the number of the Participant’s Restricted StockUnits that are vested, or any combination thereof, as the Plan Administrator shalldetermine. The payment hereunder shall comply with the timing of paymentrequirements set forth in Section 409A of the Code, including, but not limited tothe timing of payments to “specified employees” as defined in Section409A(a)(2)(B)(i) of the Code. The delivery of shares pursuant to this Section
 

 
10.5shall be subject to any required share withholding to satisfy tax withholdingobligations pursuant to Section 17.10. Any fractional sharessubject to such Restricted Stock Units shall be paid to the Participant incash.”     3. Section 11.4 (a) is hereby amended in its entirety to read as follows:     “(a) Participants shall receive their Incentive Awards in any combination ofcash and/or other Awards under the Plan as determined by the Plan Administrator.The payment hereunder shall comply with the timing of payment requirements set forthin Section 409A of the Code, including, but not limited to the timing of payments to“specified employees” as defined in Section 409A(a)(2)(B)(i) of the Code.”     4. Section 12.4 is hereby amended in its entirety to read as follows:     “**12.4 Payment of Cash Awards and Other Stock-Based Awards**     Payment, if any, with respect to a Cash Award or an Other Stock-Based Awardshall be made in accordance with the terms of the Award, in cash or shares of CommonStock as the Plan Administrator determines. The value of any fractional sharesshall be paid in cash. The payment hereunder shall comply with the timing ofpayment requirements set forth in Section 409A of the Code, including, but notlimited to the timing of payments to “specified employees” as defined in Section409A(a)(2)(B)(i) of the Code.”     5. Section 20 is hereby amended in its entirety to read as follows:“**SECTION 20 DEFERRAL ELECTIONS**     The Plan Administrator may, to the extent permitted by applicable law,including, but not limited to Section 409A of the Code, permit Participants to deferAwards under the Plan. Any such deferrals shall be subject to such terms,conditions and procedures that the Plan Administrator may establish from time totime in its sole discretion.”     IN WITNESS WHEREOF, this amendment has been executed by the undersigned, thereunto dulyauthorized, effective as of January 1, 2007.      EL PASO CORPORATION