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                                                                  EXHIBIT 10.K.1

                             AMENDMENT NO. 5 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 March 8, 2004:

         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 payment of Incentive Awards in the event of a Change in Control.

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

         Section 11.8 shall be deleted in its entirety and replaced with the
following:

         "11.8    PAYMENT UPON CHANGE IN CONTROL

                  Notwithstanding any other provision of this Plan, in the event
         of a Change in Control of the Company, the Incentive Award attributable
         to the Performance Period in which the Change in Control occurs shall
         become fully vested and distributable, in an amount equal to the Target
         Bonus established by the Plan Administrator for the Performance Period
         in which the Change in Control occurs, or the prior Performance Period
         if target levels have not been established for the Performance Period
         in which the Change in Control occurs, within thirty (30) days after
         the date of the Change in Control. The term "Target Bonus" as used in
         this Section 11.8 shall mean the amount, in cash equal to the Fair
         Market Value of the cash and shares of Common Stock, if applicable,
         that would have been payable to the Participant as an Incentive Award
         for the Performance Period assuming target levels of performance were
         achieved by both the Company and the Participant.


                  In the event a Change in Control is deemed to have occurred
         after the end of a Performance Period, but before the Award Date, each
         Participant shall be entitled to receive in cash, within thirty (30)
         days after the date of the Change in Control, those amounts set forth
         above in this Section 11.8 for such Performance Period. Such amounts
         are in addition to the amount to which Participants shall be entitled
         for the Performance Period in which a Change in Control is deemed to
         occur."




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         IN WITNESS WHEREOF, the Company has caused this amendment to be duly
executed on this 8th day of March, 2004.


                                                 EL PASO CORPORATION


                                                 By: /s/ SUSAN B. ORTENSTONE
                                                     --------------------------
                                                     Susan B. Ortenstone
                                                     Senior Vice President,
                                                     Human Resources

Attest:

/s/ DAVID L. SIDDALL
----------------------------
    Corporate Secretary