**EXHIBIT 10.J.1.****AMENDMENT NO. 1 TO THE****EL PASO CORPORATION****2004 KEY EXECUTIVE SEVERANCE PROTECTION PLAN**     WHEREAS, El Paso Corporation (the “Company”) maintains the El Paso Corporation 2004 KeyExecutive Severance Protection Plan (the “Plan”), effective as of March 9, 2004;     WHEREAS, Section 8.1 of the Plan permits the Board of Directors from time to time to amend thePlan, 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 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 or her to aSeverance Benefit as provided in Section 4.1, such Participant shall be entitled to thefollowing benefits:     (a) the Company shall pay to the Participant, as severance pay and in lieu of anyfurther salary for periods subsequent to the Termination Date (as specified in Section 5.2),in a single payment (without any discount for accelerated payment), an amount in cash equalto a formula, as described below, and based upon a multiplier, as assigned in the tablebelow to the Participant according to the Participant’s salary grade level (“Executive GradeLevel”):       Executive Corporate TitleMultiplier Grade Level (or Equivalent Position at Subsidiary Level)3 X XA President and Chief Executive Officer2 X XB — XE; XF Executive Vice President and Senior Vice President1 X XG — XI Vice President(X) times the sum of (A) the Participant’s Base Salary and (B) the Bonus Amount. The Companyshall also pay to the Participant the prorated portion of the Participant’s Bonus Amount forthe year in which the Participant’s employment is terminated;
 

 
     The amounts provided for in this Section 4.2(a) shall be paid or transferred withinthirty (30) days after the Participant’s termination of employment (or, if Section 4.1(b)applies to the termination, then within 30 days after the Change in Control). TheParticipant shall not be required to mitigate the amount of any payment provided for in thisPlan by seeking other employment or otherwise and no such payment shall be offset or reducedby the amount of any compensation or benefits provided to the Participant in any subsequentemployment. If a Participant is a “specified employee” as defined in Section409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (“Code”) (“SpecifiedEmployee”), then any severance pay which is not otherwise exempt from Section 409A of theCode shall be paid during a 30-day period which commences on the date which is the day afterthe six-month anniversary of such Specified Employee’s Termination Date.     (b) for the period of months, as specified for each Executive Grade Level in the tablebelow, subsequent to the Participant’s termination of employment, the Company shall at itsexpense continue on behalf of the Participant and his or her dependents and beneficiaries,the basic life insurance, flexible spending account, medical and dental benefits which werebeing provided to the Participant immediately prior to the Change in Control (or, ifgreater, at any time thereafter). The benefits provided in this Subsection 4.2(b) shall beno less favorable to the Participant, in terms of amounts and deductibles and costs to himor her, than the coverage provided the Participant under the plans providing such benefitsat the time Notice of Termination is given. The Company’s obligation hereunder to providethe foregoing benefits shall terminate to the extent the Participant obtains replacementcoverage under a subsequent employer’s benefit plans at an equal or higher level. TheCompany also shall pay a lump sum equal to the amount of any additional income tax payableby the Participant and attributable to the benefits provided under this subparagraph (b) atthe time such tax is imposed upon the Participant;     Number of Months of Executive Corporate TitleContinued Coverage Grade Level (or Equivalent Position at Subsidiary Level)36 months XA President and Chief Executive Officer24 months XB — XE; XF Executive Vice President and Senior Vice President