EL PASO CORP/DE
AMEND. #3 TO DEFERRED COMPENSATION PLAN
<DOCUMENT>
<TYPE>EX-10.M.1
<SEQUENCE>7
<FILENAME>h93211ex10-m_1.txt
<DESCRIPTION>AMEND. #3 TO DEFERRED COMPENSATION PLAN
<TEXT>
<PAGE>

                                                                  EXHIBIT 10.M.1

                             AMENDMENT NO. 3 TO THE
                               EL PASO CORPORATION
                           DEFERRED COMPENSATION PLAN

         El Paso Corporation, a Delaware corporation ("El Paso"), does hereby
amend the El Paso Corporation Deferred Compensation Plan (the "El Paso Plan") as
set forth below:

         WHEREAS, on January 29, 2001, pursuant to the terms of the Agreement
and Plan of Merger dated as of January 17, 2000 by and between El Paso, El Paso
Merger Company (a wholly owned subsidiary of El Paso) and The Coastal
Corporation ("Coastal") (the "Merger Agreement"), whereby Coastal and its
subsidiaries became a part of a controlled group of entities of El Paso; and

         WHEREAS, El Paso, as successor to Coastal and pursuant to Section
6.10(a) of the Merger Agreement, has assumed all of Coastal's obligations under
the Deferred Salary Plan of the American Natural Resources System and the ANR
Pipeline Company Management Incentive Compensation Program (collectively the
"Coastal Plans"); and

         WHEREAS, El Paso desires to amend the El Paso Plan and to provide for
the merger of the Coastal Plans into the El Paso Plan.

         NOW, THEREFORE, the following El Paso Plan terms and conditions are
hereby adopted:

1.       Effective as of April 1, 2001 (the "Merger Date"), the Coastal
         Plans shall be merged into and shall become a part of the El Paso Plan.
         Pursuant to the merger of the Coastal Plans into the El Paso Plan, the
         assets and liabilities of the Coastal Plans shall be transferred to and
         become a part of the El Paso Plan, effective as of the Merger Date.

2.       From and after the Merger Date, the plan resulting from the
         merger described in paragraph 1 above shall be governed by the terms
         and provisions of the El Paso Plan as it exists on the Merger Date, and
         as it may be amended from time to time thereafter ("Merged Plan"),
         except as may be otherwise provided herein.

3.       As more fully set forth in the Coastal Plans, all accounts
         under the Coastal Plans with respect to any participants in the Coastal
         Plans whose employment is terminated before April 1, 2001, shall be
         paid as provided in the Coastal Plans. Provisions in the El Paso Plan
         with respect to the accounts of other participants in the Coastal Plans
         are set forth in paragraph 4 below.

4.       A new Section 4.12 is added to the El Paso Plan after Section
         4.11, such new Section 4.12 to read in its entirety as follows,
         effective as of April 1, 2001:

                                      1

<PAGE>

         4.12    PROVISIONS REGARDING FORMER COASTAL EMPLOYEES

         (a)     CREDIT TO MEMORANDUM ACCOUNT. Effective as of April 1, 2001,
         each person who had an account in the Deferred Salary Plan of the
         American Natural Resources System (the "Deferred Salary Plan") or the
         ANR Pipeline Company Management Incentive Compensation Program (the
         "Incentive Compensation Program") (collectively the "Coastal Plans") on
         March 31, 2001, and whose employment has not been terminated before
         April 1, 2001 (a "Former Coastal Participant"), shall have credited to
         a Memorandum Account an amount equal to the sum of (a) the balance of
         his account in the Coastal Plans on March 31, 2001 (determined as set
         forth in Section V of the Deferred Salary Plan and Section VI of the
         Incentive Compensation Program) plus (b) the amount of any credits made
         under Section V of the Deferred Salary Plan and Section VI of the
         Incentive Compensation Program in 2001 with respect to pay periods
         ending before April 1, 2001. All accounts under the Deferred Salary
         Plan with respect to deferrals of base salary (valued as set forth
         above) shall be treated as deferrals of Base Salary under Section 4.2
         of this Plan. All accounts under the Incentive Compensation Program
         with respect to deferrals of Incentive Awards (valued as set forth
         above) shall be treated as deferrals of Cash Incentive Awards under
         Section 4.3 of this Plan. All amounts so credited shall initially be
         invested in an Interest Account.

         (b)     PAYMENT OF MEMORANDUM ACCOUNT WITH RESPECT TO AMOUNTS
         DEFERRED UNDER THE DEFERRED SALARY PLAN. Unless otherwise provided
         pursuant to the provisions of Section 4.12(d), the amount credited to a
         Former Coastal Participant's Memorandum Account from the Deferred
         Salary Plan as provided in Section 4.12(a), and the Additional Amount
         (as defined in Section IV of the Deferred Salary Plan and Section II of
         the Deferred Salary Agreement) with respect thereto, shall be paid as
         provided in this Section 4.12(b), taking into account all deferral
         elections made in each Former Coastal Employee's Deferred Salary
         Agreement Payment Election Form with respect thereto made before
         April 1, 2001.

                 For purposes of this Section 4.12(b):

                 (1)    In the event the Participant's employment is terminated
                 for any reason other than retirement or death, payment shall be
                 made as elected under this paragraph. The Participant shall
                 elect the number of year(s) over which payment(s) is/are to be
                 paid. Such election is irrevocable and shall be made at the
                 time the Participant makes the election to defer an amount of
                 his/her base salary. Payment shall begin on the 15th day of the
                 month following the month in which the Participant's employment
                 is terminated for any reason other than retirement or death.
                 Payment(s) shall continue on the same day for each subsequent
                 year and shall continue until all benefits under the Plan shall
                 have been paid. The total amount accrued

                                       2
<PAGE>

                 to the benefit of the Participant (including the Additional
                 Amount credited to the end of the month preceding the month in
                 which the first payment is made) shall be divided by the number
                 of payments selected by the Participant in order to determine
                 the amount of the yearly payment. The amount of the first
                 annual installment shall be the "basic installment" for future
                 annual installments. For any annual payment after the first
                 payment, the Additional Amount which has accrued since the time
                 the basic installment was computed and ending with the end of
                 the month preceding the month in which the particular annual
                 payment is made, shall be added to and paid with the basic
                 installment. The last annual payment shall include the entire
                 balance accrued to the Participant.

                 (2)    In the event the Participant's employment is terminated
                 because of retirement (including early retirement), payment
                 shall be made as elected under this paragraph. The Participant
                 shall elect the month and year payments are to begin and the
                 number of year(s) over which payment(s) is/are to be paid. Such
                 election is irrevocable and shall be made at the time the
                 Participant makes the election to defer an amount of his/her
                 base salary. Payment shall begin on the 15th day of the month
                 selected by the Participant. Payment(s) shall continue on the
                 same day for each subsequent year and shall continue until all
                 the benefits under the plan have been paid. The total amount
                 accrued to the benefit of the Participant (including the
                 Additional Amount credited to the end of the month preceding
                 the month in which the first payment is made) shall be divided
                 by the number of payments selected by the Participant in order
                 to determine the amount of the yearly payment. The amount of
                 the first annual installment shall be the "basic installment"
                 for future annual installments. For any annual payment after
                 the first payment, the Additional Amount which has accrued
                 since the time the basic installment was computed and ending
                 with the end of the month preceding the month in which the
                 particular annual payment is made, shall be added to and paid
                 with the basic installment. The last annual payment shall
                 include the entire balance accrued to the Participant.

                 (3)    In the event the Participant dies before the entire
                 balance accrued to the Participant has been paid, payment shall
                 be made as elected under this paragraph. The Participant shall
                 elect the option under which payment shall be made. The options
                 are as follows:

                        (a)    Option A.  Payment shall be in a lump sum on the
                        15th day of the month following the month in which the
                        Participant dies.

                        (b)    Option B. If the Participant has received at
                        least one payment under either paragraph (1) or (2)
                        prior to his/her death, payment shall continue in the
                        same manner as if he/she had not died. If the
                        Participant has not received any payment under either

                                       3

<PAGE>

                        paragraph (1) or (2) prior to his/her death, payment(s)
                        shall begin on the 15th day of the month following the
                        month in which the Participant dies and shall be over
                        the number of years selected by the Participant.

                 The election under this paragraph is irrevocable and shall be
                 made at the time the Participant makes the election to defer an
                 amount of his/her base salary. If payments are made under
                 Option B and the Participant has not received a payment under
                 paragraph (1) or (2) prior to his/her death, payment(s) shall
                 begin on the 15th day of the month following the month in which
                 the Participant dies and shall continue on the same day for
                 each subsequent year until all benefits under the Plan have
                 been paid. In such an event, the total amount accrued to the
                 benefit of the Participant (including the Additional Amount
                 credited to the end of the month preceding the month in which
                 the first payment is made) shall be divided by the number of
                 payments selected by the Participant in order to determine the
                 amount of the yearly payment. The amount of the first annual
                 installment shall be the "basic installment" for future annual
                 installments. For any annual payment after the first payment,
                 the Additional Amount which has accrued since the time the
                 basic installment was computed and ending with the end of the
                 month preceding the month in which the particular annual
                 payment is made, shall be added to and paid with the basic
                 installment. The last annual payment shall include the entire
                 balance accrued to the Participant. The Participant may
                 designate a beneficiary(ies) to receive amounts paid under this
                 paragraph. Such beneficiary(ies) may be changed at any time by
                 the Participant. If no beneficiary is designated, payment(s)
                 shall be made to the estate of the Participant.

         (c)     PAYMENT OF MEMORANDUM ACCOUNT WITH RESPECT TO AMOUNTS
         DEFERRED UNDER THE INCENTIVE COMPENSATION PROGRAM. Unless otherwise
         provided pursuant to the provisions of Section 4.12(d), the amount
         credited to a Former Coastal Participant's Memorandum Account from the
         Incentive Compensation Program as provided in Section 4.12(a), and the
         interest, income, expense, gain or loss with respect thereto, shall be
         paid as provided in this Section 4.12(c), taking into account all
         deferral elections made in each Former Coastal Employee's Deferred
         Payment Request & Designation of Beneficiary form with respect thereto
         made before April 1, 2001.

                 For purposes of this Section 4.12(c):

                 (1)    Deferred awards will be paid out in not more than
                 20 annual installments beginning with the 15th day of the
                 month next following the month in which the Participant
                 retires or his/her employment is terminated.

                                       4
<PAGE>

         (d)     SPECIAL ELECTION PERIOD. Each Former Coastal Participant may,
         during a Special Election Period to be established by the Management
         Committee (as described below), elect to have payment of all (and not
         merely a part) of the amount credited to his or her Memorandum Account
         as provided in Section 4.12(a), and the Additional Amount and/or
         interest, income, expense, gain or loss with respect thereto, paid
         pursuant to Section 4.9 of this Plan, or until any other specified time
         that is determined by the Management Committee. The election shall be
         irrevocable and shall be made on a form prescribed or accepted by the
         Management Committee.

         IN WITNESS WHEREOF, El Paso Corporation has executed this document as
of April 1, 2001.

                                           EL PASO CORPORATION



                                           By: /s/ Joel Richards III
                                              ----------------------------------
                                           Executive Vice President
                                           Human Resources and Administration

ATTEST:

By: /s/ David L. Siddall
   -------------------------------
Title: Corporate Secretary



                                       5

</TEXT>
</DOCUMENT>
