EXHIBIT 10.D.2

                             AMENDMENT NO. 2 TO THE
                          EL PASO PRODUCTION COMPANIES
                            LONG-TERM INCENTIVE PLAN

      Pursuant to Section 10.1 of the El Paso Production Companies Long-Term
Incentive Plan, effective as of January 1, 2003, as amended (the "Plan"), the
Plan is hereby amended as follows, effective December 31, 2003:

      WHEREAS, the Management Committee under the Plan has determined it is in
the best interests of the Company to terminate the Plan.

      NOW THEREFORE, the Plan is hereby terminated effective as of the end of
the current Performance Period, or December 31, 2003. The termination of the
Plan does not affect any awards due to the Participants under the Plan prior to
the effective date of this amendment and any awards due to the Participants
under the Plan shall be paid in accordance with Section 6.5 of the Plan as soon
as reasonably possible after the Company's Performance Ranking Position is
compared to the Performance Ranking Position of the Performance Peer Group for
the plan year.

      IN WITNESS WHEREOF, the Company has caused this amendment to be duly
executed on this 31st day of December, 2003.

                                       EL PASO PRODUCTION COMPANY

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

Attest:

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