EL PASO CORP/DE
AMEND.NO.2 TO DEFERRED COMPENSATION PLAN
<DOCUMENT>
<TYPE>EX-10.J1
<SEQUENCE>6
<FILENAME>h85962ex10-j1.txt
<DESCRIPTION>AMEND.NO.2 TO DEFERRED COMPENSATION PLAN
<TEXT>

<PAGE>   1
                                                                  EXHIBIT 10.J.1

                             AMENDMENT NO. 2 TO THE
                           EL PASO ENERGY CORPORATION
                           DEFERRED COMPENSATION PLAN

         Pursuant to Section 5.9 of the El Paso Energy Corporation Deferred
Compensation Plan, Amended and Restated effective as of December 3, 1998 (the
"Plan"), the Plan is hereby amended as follows, effective February 7, 2001:

         WHEREAS, the Certificate of Incorporation of El Paso Energy
Corporation, a Delaware corporation, was amended to change the name of the
corporation to El Paso Corporation effective February 7, 2001.

         NOW THEREFORE, the name of the Plan is hereby changed to the "El Paso
Corporation Deferred Compensation Plan" and all references in the Plan to "El
Paso Energy Corporation" or the "Company" shall mean "El Paso Corporation."

         IN WITNESS WHEREOF, the Company has caused this amendment to be duly
executed on this 7th day of February 2001.


                                       EL PASO CORPORATION

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


Attest:

    /s/ David L. Siddall
-------------------------------
    Corporate Secretary
</TEXT>
</DOCUMENT>
