$10,000,000 Uses in Procedures for Incentive Awards Clause

Procedures for Incentive Awards from Compensation Plan

The purposes of the El Paso Energy Corporation 2001 Omnibus Incentive Compensation Plan (the Plan) are to promote the interests of El Paso Energy Corporation (the Company) and its stockholders by strengthening its ability to attract and retain officers and key management employees (key management employees means those employees who hold the position of department director) in the employ of the Company and its Subsidiaries (as defined below) by furnishing suitable recognition of their ability and industry which contribute materially to the success of the Company and to align the interests and efforts of the Companys officers and key management employees to the long-term interests of the Companys stockholders, and to provide a direct incentive to the Participants (as defined below) to achieve the Companys strategic and financial goals. The Plan provides for the grant of stock options, limited stock appreciation rights, stock appreciation rights, restricted stock, incentive awards and per

Procedures for Incentive Awards. Prior to the beginning of a particular Performance Period, or such other date as the Code may allow, the Plan Administrator shall specify in writing: (a) the Participants who shall be eligible to receive an Incentive Award for a Performance Period, (b) the Performance Goals for such Performance Period, and (c) the maximum Incentive Award amount payable to each Participant if the Performance Goals are met. Any Participant chosen to participate under this Section 11 for a given Performance Period shall receive the maximum Incentive Award amount if the designated Performance Goals are achieved, subject to the discretion of the Plan Administrator to reduce such award, as described in Section 11.4.