$150 Uses in Deferred Payment Clause

Deferred Payment 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

Deferred Payment. Prior to the time that Units first vest pursuant to Section 9.3, the Participant may, subject to the consent of the Management Committee and in accordance with procedures that the Management Committee has approved, elect to have all or a portion (subject to a