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                                                                    EXHIBIT 10.7


                             AMENDMENT NO. 4 TO THE
                               EL PASO CORPORATION
                    2001 OMNIBUS INCENTIVE COMPENSATION PLAN

      Pursuant to Section 16.1 of the El Paso Corporation 2001 Omnibus Incentive
Compensation Plan, effective as of January 29, 2001, as amended (the "Plan"),
the Plan is hereby amended as follows, effective May 1, 2003:

      WHEREAS, "Performance Units" or "Units" (as defined in the Plan) and
"Incentive Awards" (as defined in the Plan) are currently outstanding under the
Plan; and

      WHEREAS, the Company desires to clarify provisions of the Plan to reflect
the intent of the Board of Directors and the Compensation Committee with respect
to the Performance Units and Incentive Awards granted under the Plan.

      NOW THEREFORE, the following amendments shall be made to the Plan:

      A new Section 2.25A shall be added immediately following Section 2.25 to
read as follows:

      "2.25A QUALIFYING CHANGE IN CONTROL

            Any Change in Control other than a Change in Control to which clause
      (iv) of Section 2.5 applies."

      Sections 9.7, 11.8 and 16.1 (including, without limitation, the headings
thereof, as applicable) shall be amended to substitute the term "Qualifying
Change in Control" for the term "Change in Control" set forth therein.

      Section 9.5(b)(i) shall be deleted in its entirety and replaced with the
following:

      "(i) Primary Benefit Payment

            Upon the expiration of each Performance Cycle, all uncanceled
      Performance Units granted with respect to such Performance Cycle shall
      vest and benefit payments with respect to such Performance Units shall
      become payable. Subject to Section 9.5(d), a Participant who has remained
      an employee continuously from the date of the grant of the Performance
      Units for a Performance Cycle through the last day of such Performance
      Cycle shall be eligible to receive a benefit payment equal to the Adjusted
      Value, as provided for in Section 9.4(b), of the Performance Units (the
      "Primary Benefit") with respect to and as of the close of such Performance
      Cycle. The Valuation Date for determining such Adjusted Value shall be
      established by the Plan Administrator at the time the Performance Units
      are granted. The amount of any benefit payment payable with respect to
      Performance Units shall be reduced by the amount of any interim benefit
      payments made pursuant to Section 9.5(b)(ii)
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with respect to such Performance Units. If the interim benefit payments exceed
the Primary Benefit, no payment shall be made."

      Section 9.5(d) shall be deleted in its entirety and replaced with the
following:

      "(d)  Retirement, Death, Disability or Termination of Employment

            Participants (or their Beneficiaries in the case of their deaths)
      who have retired, died, become Permanently Disabled, or who have
      terminated their employment, prior to the end of a Performance Cycle shall
      not be entitled to receive payment from the Company or its Subsidiaries
      for any Units which were not vested as of the time such Participants
      ceased active employment with the Company or its Subsidiaries.
      Notwithstanding Section 9.5(c), such Participants (or their Beneficiaries
      in the case of their deaths) will be entitled to receive a cash payment
      for vested Units in accordance with Section 9.5(b)(i). No payments shall
      be made to such Participants (or Beneficiaries) pursuant to Section
      9.5(b)(ii). Unless the Plan Administrator otherwise determines, a
      Participant who is terminated with Cause shall receive no benefit under
      this Section 9. In the event of a Change in Control that is not a
      Qualifying Change in Control, a Participant who is terminated without
      Cause, or who terminates his or her employment for Good Reason, following
      such Change in Control and prior to the end of an applicable Performance
      Cycle shall be entitled to receive a cash payment for any vested Units
      granted with respect to such Performance Cycle in accordance with Section
      9.5(b)(i). No payments shall be made to such Participants pursuant to
      Section 9.5(b)(ii)."

      IN WITNESS WHEREOF, the Company has caused this amendment to be duly
executed on this 1st day of May 2003.

                                    EL PASO CORPORATION


                                    By:   /s/ David E. Zerhusen
                                        --------------------------------------
                                        David E. Zerhusen
                                        Executive Vice President
                                        Administration

Attest:

/s/ David L. Siddall
------------------------------
Corporate Secretary