**EXHIBIT 10.P.1****AMENDMENT NO. 1 TO THE**EL PASO CORPORATION****SEVERANCE PAY PLAN**     WHEREAS, El Paso Corporation (the “Company”) maintains the El Paso Corporation Severance PayPlan (the “Plan”), as amended and restated effective as of October 1, 2002;     WHEREAS, Section 6.2 of the Plan permits the Company from time to time to amend the Plan, inwhole 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 2.2A is hereby added to the Plan as follows: “**2.2A “Code”**shall mean the Internal Revenue Code of 1986, as amended, andany and all regulations and rulings thereunder.”     2. Section 4.2 is hereby amended in its entirety to read as follows: “**4.2 Form and Time of Payment**    Except as provided hereunder for Specified Employees (as defined below),Severance Pay shall be paid in a lump sum in cash, less any applicable federal,state, local and foreign taxes required to be withheld. Severance Pay shall bepaid as soon as administratively practicable after the expiration of the periodduring which the Eligible Employee may revoke the Separation Agreement pursuant tothe terms of the Separation Agreement, provided that the Severance Pay shall bepaid, as determined by the Plan Administrator in his sole discretion, no laterthan the later to occur of (i) the last day of the calendar year in which theEligible Employee’s Qualifying Termination occurs or (ii) the 90th dayfollowing the day of the Eligible Employee’s Qualifying Termination. TheSeverance Pay payable to any Eligible Employee shall be solely the obligation ofthe Employer by whom the Eligible Employee was employed on his or her TerminationDate. If an Eligible Employee is a “specified employee” as defined in Section409A(a)(2)(B)(i) of the Code (“Specified Employee”), then any Severance Pay whichis not otherwise exempt from Section 409A of the Code shall be paid during a30-day period which commences on the date which is the day after the six-monthanniversary of such Specified Employee’s Qualifying Termination.”
 

 
     3. Section 4.4 is hereby amended in its entirety to read as follows:“**4.4 Outplacement Benefits**     Each Eligible Employee whose termination of employment entitles him or her toSeverance Pay shall be entitled to receive outplacement benefits from the Companyat its expense. The scope, nature and duration of such outplacement benefitsshall be as determined by the Company in its solediscretion; provided, that no outplacement benefits shall be for a periodlonger than six (6) months. Except as provided below with respect to a SpecifiedEmployee, the payment of any outplacement benefits provided in this Section 4.4shall be made to the Eligible Employee as soon as administratively practicableafter the Eligible Employee has provided the appropriate claim documentation, butin no event shall the payment for any such outplacement benefits be paid laterthan the last day of the calendar year following the calendar year in which theexpense was incurred. Notwithstanding anything herein to the contrary, to theextent required by Section 409A of the Code: (1) the amount of outplacementbenefits eligible for reimbursement or to be provided as an in-kind benefit underthis Plan during a calendar year may not affect the outplacement benefits eligiblefor reimbursement or to be provided as an in-kind benefit in any other calendaryear, and (2) the right to reimbursement or in-kind benefits under this Plan shallnot be subject to liquidation or exchange for another benefit. With respect to aSpecified Employee during the six-month period commencing the date after theSpecified Employee’s termination of employment, the cost of any outplacementbenefits provided in this Section 4.4 which are not otherwise exempt from Section409A of the Code shall be paid by the Specified Employee to the outplacementservice provider and reimbursed by the Company after the completion of suchsix-month period but no later than the last day of the calendar year following thecalendar year in which such outplacement benefits were incurred.     4. Section 4.5 is hereby amended in its entirety to read as follows:“**4.5 Continued Health Benefits**     Each Eligible Employee whose termination of employment entitles him or her toSeverance Pay shall be entitled to receive the continued health benefits from theCompany set forth on the attached Exhibit B and as set forth below. Except asprovided below with respect to a Specified Employee, the payment of any health ormedical claims for the health and medical coverage provided in this Section 4.5shall be made to the Eligible Employee as soon as administratively practicableafter the Eligible Employee has provided the appropriate claim documentation, butin no event shall the payment for any such health or medical claim be paid laterthan the last day of the calendar year following the calendar year in which theexpense was incurred. Notwithstanding anything herein to the contrary, to theextent required by Section 409A of the Code: (1) the amount of medical claimseligible for reimbursement or to be provided as an in-kind benefit under this Plan during a calendaryear may not affect the medical claims eligible
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forreimbursement or to be provided as an in-kind benefit in any other calendar year,and (2) the right to reimbursement or in-kind benefits under this Plan shall notbe subject to liquidation or exchange for another benefit. With respect to aSpecified Employee during the six-month period commencing the date after theSpecified Employee’s termination of employment, the cost of any health or medicalclaims for health and medical coverage provided in this Section 4.4 which are nototherwise exempt from Section 409A of the Code shall be paid by the SpecifiedEmployee to the health and medical service provider and reimbursed by the Companyafter the completion ofsuch six-month period but no later than the last day of the calendar yearfollowing the calendar year in which such health and medical expenses wereincurred.”        IN WITNESS WHEREOF, this amendment has been executed by the undersigned, thereunto dulyauthorized, effective as of January 1, 2007.      EL PASO CORPORATION**