Amendment No.1 to 2005 Compensation Plan for Non-Employee Directors

EXHIBIT 10.P

AMENDMENT NO. 1 TO THE
EL PASO CORPORATION
2005 COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS

     WHEREAS, El Paso Corporation (the “Company”) maintains the El Paso Corporation 2005 Compensation Plan for Non-Employee Directors, effective as of May 26, 2005 (the “Plan”);

     WHEREAS, pursuant to Section 10.7 of the Plan, the Board of Directors or the “Management Committee” (as defined in the Plan) may from time to time make such amendments to the Plan as either of them may deem proper and in the best interests of the Company;

     WHEREAS, the Company desires to clarify Section 4.2 of the Plan to reflect the intent of the Board of Directors and the Compensation Committee with respect to adjustments in the number of authorized shares under the Plan.

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

     Section 4.2 shall be deleted in its entirety and replaced with the following:

     “4.2 Adjustments to Number of Shares

              In the event of a recapitalization, stock split, stock dividend, exchange of shares, merger, reorganization, change in corporate structure or shares of the Company or similar event, the Board, upon recommendation of the Management Committee, shall make such adjustments, if any, as it determines are appropriate and equitable to (i) the number of shares authorized for issuance under the Plan and (ii) the number of shares allocated under the Common Stock Deferral (as defined in Section 6.2). Any such adjustment shall be final, binding and conclusive on all persons claiming any right or interest under the Plan.”

     IN WITNESS WHEREOF, this amendment has been executed by the undersigned, thereunto duly authorized, effective as of October 26, 2006.

				EL PASO CORPORATION
				By:		/s/ Susan B. Ortenstone
				Susan B. Ortenstone
				Its Senior Vice President, Human Resources
				and Administration
ATTEST:
By:		/s/ David L. Siddall
		Corporate Secretary