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                                                                    EXHIBIT 10.1


                           EL PASO ENERGY CORPORATION

                                OMNIBUS PLAN FOR
                              MANAGEMENT EMPLOYEES


              AMENDED AND RESTATED EFFECTIVE AS OF DECEMBER 3, 1999


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                                TABLE OF CONTENTS

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<S>                   <C>                                                                             <C>
SECTION 1             PURPOSE ...........................................................................1

SECTION 2             DEFINITIONS .......................................................................1
                      2.1 Beneficiary ...................................................................1
                      2.2 Board of Directors ............................................................1
                      2.3 Cause .........................................................................1
                      2.4 Change in Control .............................................................2
                      2.5 Code ..........................................................................3
                      2.6 Common Stock ..................................................................3
                      2.7 Exchange Act ..................................................................3
                      2.8 Fair Market Value .............................................................3
                      2.9 Good Reason ...................................................................4
                      2.10 Management Committee .........................................................4
                      2.11 Option .......................................................................5
                      2.12 Option Price .................................................................5
                      2.13 Participant ..................................................................5
                      2.14 Permanent Disability or Permanently Disabled .................................5
                      2.15 Plan Administrator ...........................................................5
                      2.16 Restricted Stock .............................................................5
                      2.17 Subsidiary ...................................................................5

SECTION 3             ADMINISTRATION ....................................................................6

SECTION 4             ELIGIBILITY .......................................................................6

SECTION 5             SHARES AVAILABLE FOR THE PLAN .....................................................7

SECTION 6             STOCK OPTIONS .....................................................................7

SECTION 7             STOCK APPRECIATION RIGHTS ........................................................12

SECTION 8             LIMITED STOCK APPRECIATION RIGHTS ................................................13

SECTION 9             RESTRICTED STOCK .................................................................14

SECTION 10            REGULATORY APPROVALS AND LISTING .................................................16

SECTION 11            EFFECTIVE DATE AND TERM OF THE PLAN ..............................................16

SECTION 12            GENERAL PROVISIONS ...............................................................17

SECTION 13            AMENDMENT, TERMINATION OR DISCONTINUANCE OF THE PLAN .............................19
</TABLE>


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El Paso Energy Corporation                - i -                Table of Contents
Omnibus Plan for Management Employees

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                           EL PASO ENERGY CORPORATION
                      OMNIBUS PLAN FOR MANAGEMENT EMPLOYEES
              AMENDED AND RESTATED EFFECTIVE AS OF DECEMBER 3, 1999


                                SECTION 1 PURPOSE

         The purpose of the El Paso Energy Corporation Omnibus Plan for
Management Employees, originally known as the El Paso Natural Gas Company Stock
Option Plan for Management Employees, (the "Plan") is to promote the interests
of El Paso Energy Corporation (the "Company") and its stockholders by
strengthening its ability to attract and retain key employees in the employ of
the Company and its Subsidiaries (as defined below) by furnishing suitable
recognition of their ability and industry which materially contributes to the
success of the Company. The Plan provides for the grant of stock options,
limited stock appreciation rights, stock appreciation rights and restricted
stock in accordance with the terms and conditions set forth below.


                              SECTION 2 DEFINITIONS

         Unless otherwise required by the context, the following terms when used
in the Plan shall have the meanings set forth in this Section 2:

2.1 BENEFICIARY

         The person or persons designated by the Participant pursuant to Section
6.2(f) to whom payments are to be paid pursuant to the terms of the Plan in the
event of the Participant's death.

2.2 BOARD OF DIRECTORS

         The Board of Directors of the Company.

2.3 CAUSE

         A termination for Cause is a termination evidenced by a statement
adopted in good faith by the Management Committee that the Participant (i)
willfully and continually failed to substantially perform the Participant's
duties with the Company (other than a failure resulting from the Participant's
incapacity due to physical or mental illness) which failure continued for a
period of at least thirty (30) days after a written notice of demand for
substantial performance has been delivered to the Participant specifying the
manner in which the Participant has failed to substantially perform or (ii)
willfully engaged in conduct which is demonstrably and materially injurious to
the Company, monetarily or otherwise; provided, however, that no termination of
the Participant's employment shall be for Cause as set forth in clause (ii)
above until (A) there shall have been delivered to


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El Paso Energy Corporation                                                Page 1
Omnibus Plan for Management Employees



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the Participant a copy of a written notice setting forth that the Participant
was guilty of the conduct set forth in clause (ii) above and specifying the
particulars thereof in detail, and (B) the Participant shall have been provided
an opportunity to be heard by the Management Committee (with the assistance of
the Participant's counsel if the Participant so desires). No act, nor failure to
act, on the Participant's part shall be considered "willful" unless the
Participant has acted, or failed to act, with an absence of good faith and
without a reasonable belief that the Participant's action or failure to act was
in the best interest of the Company. Notwithstanding anything contained in the
Plan to the contrary, no failure to perform by the Participant after notice of
termination is given to the Participant shall constitute Cause.

2.4 CHANGE IN CONTROL

         As used in the Plan, a Change in Control shall be deemed to occur (i)
if any person (as such term is used in Sections 13(d) and 14(d)(2) of the
Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 of
the Exchange Act), directly or indirectly, of securities of the Company
representing twenty percent (20%) or more of the combined voting power of the
Company's then outstanding securities, (ii) upon the first purchase of the
Common Stock pursuant to a tender or exchange offer (other than a tender or
exchange offer made by the Company), (iii) upon the approval by the Company's
stockholders of a merger or consolidation, a sale or disposition of all or
substantially all the Company's assets or a plan of liquidation or dissolution
of the Company, or (iv) if, during any period of two (2) consecutive years,
individuals who at the beginning of such period constitute the Board of
Directors cease for any reason to constitute at least a majority thereof, unless
the election or nomination for the election by the Company's stockholders of
each new director was approved by a vote of at least two-thirds (2/3) of the
directors then still in office who were directors at the beginning of the
period. Notwithstanding the foregoing, a Change in Control shall not be deemed
to occur if the Company either merges or consolidates with or into another
company or sells or disposes of all or substantially all of its assets to
another company, if such merger, consolidation, sale or disposition is in
connection with a corporate restructuring wherein the stockholders of the
Company immediately before such merger, consolidation, sale or disposition own,
directly or indirectly, immediately following such merger, consolidation, sale
or disposition at least eighty percent (80%) of the combined voting power of all
outstanding classes of securities of the company resulting from such merger or
consolidation, or to which the Company sells or disposes of its assets, in
substantially the same proportion as their ownership in the Company immediately
before such merger, consolidation, sale or disposition. In addition, the
consummation of the merger between the Company and Sonat Inc. as publicly
announced on March 15, 1999, and as the terms of such merger may be amended or
modified, shall not constitute a Change in Control under this Plan with respect
to all grants made pursuant to the Plan to employees who are hired, promoted, or
acquired in an acquisition (including, but not limited to, employees of EnCap
Investments L.L.C.) effective on or after January 29, 1999, through the date of
consummation of the Company and Sonat Inc. merger.


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El Paso Energy Corporation                                                Page 2
Omnibus Plan for Management Employees


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2.5 CODE

         The Internal Revenue Code of 1986, as amended and in effect from time
to time, and the temporary or final regulations of the Secretary of the U.S.
Treasury adopted pursuant to the Code.

2.6 COMMON STOCK

         The common stock of the Company, $3 par value per share, or such other
class of shares or other securities as may be applicable pursuant to the
provisions of Section 5.

2.7 EXCHANGE ACT

         The Securities Exchange Act of 1934, as amended.

2.8 FAIR MARKET VALUE

         As applied to a specific date, Fair Market Value shall be deemed to be
the mean between the highest and lowest quoted selling prices at which Common
Stock was sold on such date as reported in the NYSE-Composite Transactions by
The Wall Street Journal on such date, or if no Common Stock was traded on such
date, on the next preceding day on which Common Stock was so traded.

         Notwithstanding the foregoing, upon the exercise,

                  (a) during the thirty (30) day period following a Change in
         Control, of a limited stock appreciation right or stock appreciation
         right granted in connection with an Option more than six (6) months
         prior to a Change in Control, or

                  (b) during the seven (7) month period following a Change in
         Control, of a limited stock appreciation right or of a stock
         appreciation right granted in connection with an Option less than six
         (6) months prior to a Change in Control,

         On or after a Change in Control, Fair Market Value on the date of
         exercise shall be deemed to be the greater of (i) the highest price per
         share of Common Stock as reported in the NYSE-Composite Transactions by
         The Wall Street Journal during the sixty (60) day period ending on the
         day preceding the date of exercise of the stock appreciation right or
         limited stock appreciation right, as the case may be, and (ii) if the
         Change in Control is one described in clause (ii) or (iii) of Section
         2.4, the highest price per share paid for Common Stock in connection
         with such Change in Control.


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El Paso Energy Corporation                                                Page 3
Omnibus Plan for Management Employees


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2.9 GOOD REASON

         Good Reason shall mean the occurrence of any of the following events or
conditions, after a Change in Control:

                  (a) a change in the Participant's status, title, position or
         responsibilities (including reporting responsibilities) which, in the
         Participant's reasonable judgment, represents a substantial reduction
         of the status, title, position or responsibilities as in effect
         immediately prior thereto; the assignment to the Participant of any
         duties or responsibilities which, in the Participant's reasonable
         judgment, are inconsistent with such status, title, position or
         responsibilities; or any removal of the Participant from or failure to
         reappoint or reelect the Participant to any of such positions, except
         in connection with the termination of the Participant's employment for
         Cause, for Permanent Disability, as a result of his or her death, or by
         the Participant other than for Good Reason;

                  (b) a reduction in the Participant's annual base salary;

                  (c) the Company requires the Participant (without the consent
         of the Participant) to be based at any place outside a thirty-five (35)
         mile radius of his or her place of employment prior to a Change in
         Control, except for reasonably required travel due to the Company's
         business which is not materially greater than such travel requirements
         prior to the Change in Control;

                  (d) the failure by the Company to (i) continue in effect any
         material compensation or benefit plan in which the Participant was
         participating at the time of the Change in Control, including, but not
         limited to, the Plan, the El Paso Energy Corporation Pension Plan and
         the El Paso Energy Corporation Retirement Savings Plan; or (ii) provide
         the Participant with compensation and benefits at least equal (in terms
         of benefit levels and/or reward opportunities) to those provided for
         under each employee benefit plan, program and practice as in effect
         immediately prior to the Change in Control (or as in effect following
         the Change in Control, if greater);

                  (e) any material breach by the Company of any provision of the
         Plan; or

                  (f) any purported termination of the Participant's employment
         for Cause by the Company which does not otherwise comply with the terms
         of the Plan.

2.10 MANAGEMENT COMMITTEE

         A committee consisting of the Chief Executive Officer of the Company
and such other officers as the Chief Executive Officer shall designate.


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Omnibus Plan for Management Employees


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2.11 OPTION

         A stock option which is not intended to meet the requirements of an
Incentive Stock Option, as defined in Section 422 of the Code.

2.12 OPTION PRICE

         The price per share of Common Stock at which each Option is
exercisable.

2.13 PARTICIPANT

         An eligible employee to whom an Option, limited stock appreciation
right, stock appreciation right or Restricted Stock is granted under the Plan as
set forth in Section 4.

2.14 PERMANENT DISABILITY OR PERMANENTLY DISABLED

         A Participant shall be deemed to have become Permanently Disabled for
purposes of the Plan if the Chief Executive Officer of the Company shall find
upon the basis of medical evidence satisfactory to the Chief Executive Officer
that the Participant is totally disabled, whether due to physical or mental
condition, so as to be prevented from engaging in further employment with the
Company or any of its Subsidiaries, and that such disability will be permanent
and continuous during the remainder of the Participant's life.

2.15 PLAN ADMINISTRATOR

         The Management Committee shall, pursuant to Section 3, administer the
Plan.

2.16 RESTRICTED STOCK

         Common Stock granted under the Plan that is subject to the requirements
of Section 9 and such other restrictions as the Plan Administrator deems
appropriate.

2.17 SUBSIDIARY

         An entity that is designated by the Plan Administrator as a subsidiary
for purposes of the Plan and that is a corporation (or other form of business
association that is treated as a corporation for tax purposes) of which shares
(or other ownership interests) having more than fifty percent (50%) of the
voting power are owned or controlled, directly or indirectly, by the Company so
as to qualify as a "subsidiary corporation" within the meaning of Section 424(f)
of the Code.



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El Paso Energy Corporation                                                Page 5
Omnibus Plan for Management Employees


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                            SECTION 3 ADMINISTRATION

         3.1 The Plan shall be administered by the Management Committee, unless
the Board of Directors shall otherwise determine the administrator of the Plan.
The administrator of the Plan is referred to herein as the "Plan Administrator."

         3.2 The members of the Management Committee serving as Plan
Administrator shall be appointed by the Chief Executive Officer for such term as
the Chief Executive Officer may determine. The Chief Executive Officer may from
time to time remove members from, or add members to, the Management Committee.

         3.3 Except for the terms and conditions explicitly set forth in the
Plan, the Plan Administrator shall have full authority to construe and interpret
the Plan, to establish, amend and rescind rules and regulations relating to the
Plan, to select persons eligible to participate in the Plan, to grant Options,
limited stock appreciation rights, stock appreciation rights and Restricted
Stock thereunder, to administer the Plan, to make recommendations to the Board
of Directors, to take all such steps and make all such determinations in
connection with the Plan and the Options, limited stock appreciation rights,
stock appreciation rights and Restricted Stock granted thereunder as it may deem
necessary or advisable, which determination shall be final and binding upon all
Participants. The Plan Administrator shall cause the Company at its expense to
take any action related to the Plan which may be required or necessary to comply
with the provisions of any federal or state law or any regulations issued
thereunder.

         3.4 Each member of the Management Committee acting as Plan
Administrator, while serving as such, shall be considered to be acting in his or
her capacity as an officer of the Company. Members of the Management Committee
acting under the Plan shall be fully protected in relying in good faith upon the
advice of counsel and shall incur no liability except for gross negligence or
willful misconduct in the performance of their duties.


                              SECTION 4 ELIGIBILITY

         To be eligible for selection by the Plan Administrator to participate
in the Plan, an individual must be a must be a salaried employee (other than an
employee who is a member of a unit covered by a collective bargaining agreement)
of the Company, or of any Subsidiary, as of the date on which the Plan
Administrator grants to such individual an Option, limited stock appreciation
right, stock appreciation right or Restricted Stock and who in the judgment of
the Plan Administrator holds a position of responsibility and is able to
contribute substantially to the Company's continued success.



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El Paso Energy Corporation                                                Page 6
Omnibus Plan for Management Employees


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                     SECTION 5 SHARES AVAILABLE FOR THE PLAN

         5.1 Subject to Section 5.2, the maximum number of shares for which
Options, limited stock appreciation rights, stock appreciation rights and
Restricted Stock may at any time be granted under the Plan is twenty-two million
(22,000,000) shares of Common Stock, from shares held in the Company's treasury
or out of authorized but unissued shares of the Company, or partly out of each,
as shall be determined by the Plan Administrator, subject to, and reduced by (on
a post-split basis), the number of shares of Common Stock awarded prior to the
occurrence of a two-for-one stock split effected by the Company in the form of a
100% stock dividend on April 1, 1998. Any Options, limited stock appreciation
rights, stock appreciation rights and shares of Restricted Stock outstanding
under the Plan on April 1, 1998, shall be adjusted on a two-for-one basis to
reflect the stock dividend. For purposes of this Section 5.1, the aggregate
number of shares of Common Stock issued under this Plan at any time shall equal
only the number of shares actually issued upon exercise or settlement of
options, limited stock appreciation rights, stock appreciation rights or
Restricted Stock and not returned to the Company upon cancellation, expiration
or forfeiture (regardless of whether the holder of such awards received
dividends or other economic benefits) of any such award or delivered (either
actually or by attestation) in payment or satisfaction of the purchase price,
exercise price or tax obligation of the award.

         5.2 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 of Directors, upon the
recommendation of the Plan Administrator, may make appropriate adjustments in
the number of shares authorized for the Plan and, with respect to outstanding
Options, limited stock appreciation rights, stock appreciation rights and
Restricted Stock, the Plan Administrator may make appropriate adjustments in the
number of shares and the Option Price.


                             SECTION 6 STOCK OPTIONS

         6.1 Options may be granted to eligible employees in such number and at
such times during the term of the Plan as the Plan Administrator shall
determine. When determining a grant, the Plan Administrator may take into
account the duties of the respective employees, their present and potential
contributions to the success of the Company, and such other factors as the Plan
Administrator shall deem relevant in accomplishing the purpose of the Plan. The
granting of an Option shall take place when the Plan Administrator determines to
grant such an Option to a particular Participant at the Option Price. Each
Option shall be evidenced by a written instrument delivered by or on behalf of
the Company containing provisions not inconsistent with the Plan.

         6.2 All Options under the Plan shall be granted subject to the
following terms and conditions:


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El Paso Energy Corporation                                                Page 7
Omnibus Plan for Management Employees


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         (a) OPTION PRICE

                  The Option Price shall be the Fair Market Value of the Common
         Stock on the date the Option is granted, unless otherwise specified by
         the Plan Administrator.

         (b) DURATION OF OPTIONS

                  Options shall be exercisable at such time and under such
         conditions as set forth in the Option grant, but in no event shall any
         Option be exercisable later than the tenth anniversary of the date of
         its grant.

         (c) EXERCISE OF OPTIONS

                  Subject to Section 6.2(j), a Participant may not exercise an
         Option until the Participant has completed one (1) year of continuous
         employment with the Company or any of its Subsidiaries immediately
         following the date on which the Option is granted, or such other
         shorter or longer period as the Plan Administrator may determine in a
         particular case. This requirement is waived in the event of death or
         Permanent Disability of a Participant before such period of continuous
         employment is completed and may be waived or modified in the agreement
         evidencing the Option or by written notice to the Participant from the
         Plan Administrator. Thereafter, shares of Common Stock covered by an
         Option may be purchased at one time or in such installments over the
         balance of the Option period as may be provided in the Option grant.
         Any shares not purchased on the applicable installment date may be
         purchased at one time or in such installments at any time prior to the
         final expiration of the Option as may be provided in the Option grant.
         To the extent that the right to purchase shares has accrued thereunder,
         Options may be exercised from time to time by providing written notice
         to the Company setting forth the number of shares to which the Option
         is being exercised.

         (d) PAYMENT

                  The product of the Option Price and the number of shares
         purchased (the "Purchase Price") shall be paid in full to the Company
         upon the exercise of an Option. The Purchase Price may be paid either
         (i) in cash or (ii) at the discretion of the Plan Administrator, in
         Common Stock already owned by the Participant for at least six (6)
         months, or any combination of cash and Common Stock. The Fair Market
         Value of such Common Stock as delivered shall be valued as of the day
         prior to delivery. To the extent permitted by the Plan Administrator
         and applicable laws and regulations (including, but not limited to,
         federal tax and securities laws and regulations and state corporate
         law), an Option may also be exercised by delivering a properly executed
         exercise notice together with irrevocable instructions to a broker to
         promptly deliver to the Company the


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El Paso Energy Corporation                                                Page 8
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         amount of sale or loan proceeds to pay the Purchase Price. A
         Participant shall have none of the rights of a stockholder until the
         shares of Common Stock are issued to the Participant.

                  Notwithstanding any other provision in this Plan to the
         contrary and unless the Plan Administrator shall otherwise determine,
         in the event of a "cashless" exercise, and for that purpose only under
         this Plan, a Participant's compensation shall be equal to the
         difference between the actual sales price received for the underlying
         Common Stock and the Option Price. For all other purposes under this
         Plan, the Fair Market Value shall be value against which compensation
         is determined.


         (e) RESTRICTIONS

                  The Plan Administrator shall determine, with respect to each
         Option, the nature and extent of the restrictions, if any, to be
         imposed on the shares of Common Stock which may be purchased
         thereunder, including, but not limited to, restrictions on the
         transferability of such shares acquired through the exercise of an
         Option for such periods as the Plan Administrator may determine and,
         further, that in the event a Participant's employment by the Company,
         or a Subsidiary, terminates during the period in which such shares are
         nontransferable, the Participant shall be required to sell such shares
         back to the Company at such prices as the Plan Administrator may
         specify in the Option. In addition, the Plan Administrator may require
         that a Participant who wants to effectuate a "cashless" exercise of
         Options be required to sell the shares of Common Stock acquired in the
         associated exercise to the Company, or in the open market through the
         use of a broker selected by the Plan Administrator, at such price and
         on such terms as the Plan Administrator may determine at the time of
         grant, or otherwise.

         (f) NONTRANSFERABILITY OF OPTIONS

                  During a Participant's lifetime, an Option may be exercisable
         only by the Participant. Options granted under the Plan and the rights
         and privileges conferred thereby shall not be subject to execution,
         attachment or similar process and may not be transferred, assigned,
         pledged or hypothecated in any manner (whether by operation of law or
         otherwise) other than by will or by the applicable laws of descent and
         distribution, except that to the extent permitted by applicable law,
         the Plan Administrator may permit a recipient of an Option to designate
         in writing during the Participant's lifetime a Beneficiary to receive
         and exercise Options in the event of such Participant's death (as
         provided in Section 6.2(i)). Any attempt to transfer, assign, pledge,
         hypothecate or otherwise dispose of any Option under the Plan or of any
         right or privilege conferred thereby, contrary to the provisions of the
         Plan, or the sale or levy or any attachment or similar process upon the
         rights and privileges conferred hereby, shall be null and void.


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         (g) PURCHASE FOR INVESTMENT

                  The Plan Administrator shall have the right to require that
         each Participant or other person who shall exercise an Option under the
         Plan, and each person into whose name shares of Common Stock shall be
         issued pursuant to the exercise of an Option, represent and agree that
         any and all shares of Common Stock purchased pursuant to such Option
         are being purchased for investment only and not with a view to the
         distribution or resale thereof and that such shares will not be sold
         except in accordance with such restrictions or limitations as may be
         set forth in the Option. This Section 6.2(g) shall be inoperative
         during any period of time when the Company has obtained all necessary
         or advisable approvals from governmental agencies and has completed all
         necessary or advisable registrations or other qualifications of shares
         of Common Stock as to which Options may from time to time be granted.

         (h) TERMINATION OF EMPLOYMENT

                  Upon the termination of a Participant's employment for any
         reason other than death or Permanent Disability, the Participant's
         Option shall be exercisable only to the extent that it was then
         exercisable and, unless the term of the Option expires sooner, such
         Option shall expire according to the following schedule; provided, that
         the Plan Administrator may at any time determine in a particular case
         that specific limitations and restrictions under the Plan shall not
         apply:

                  (i)      RETIREMENT

                           The Option shall expire, unless exercised, thirty-six
                  (36) months after the Participant's retirement from the
                  Company or any Subsidiary.

                  (ii)     DISABILITY

                           The Option shall expire, unless exercised, thirty-six
                  (36) months after the Participant's Permanent Disability.

                  (iii)    TERMINATION

                           Subject to subparagraph (iv) below, the Option shall
                  expire, unless exercised, not later than thirty-six (36)
                  months, as specified in the grant letter, after a Participant
                  resigns or is terminated as an employee of the Company or any
                  of its Subsidiaries, unless the Plan Administrator shall have
                  determined in a specific case that the Option should expire
                  sooner or should terminate when the Participant's employment
                  status ceases.


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El Paso Energy Corporation                                               Page 10
Omnibus Plan for Management Employees


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                  (iv)     TERMINATION FOLLOWING A CHANGE IN CONTROL

                           The Option shall expire, unless exercised, within
                  thirty-six (36) months of a Participant's termination of
                  employment (other than a termination by the Company for Cause
                  or a voluntary termination by the Participant other than for
                  Good Reason) following a Change in Control, provided that said
                  termination of employment occurs within two (2) years
                  following a Change in Control.

                  (v)      ALL OTHER TERMINATIONS

                           Except as provided in subparagraphs (iii) and (iv)
                  above, the Option shall expire upon termination of employment.

         (i) DEATH OF PARTICIPANT

                  Upon the death of a Participant, whether during the
         Participant's period of employment or during the thirty-six (36) month
         period referred to in Sections 6.2(h)(i), (ii) and (iii), the Option
         shall expire, unless the term of the Option expires sooner, twelve (12)
         months after the date of the Participant's death, unless the Option is
         exercised within such twelve (12) month period by the Participant's
         Beneficiary, legal representatives, estate or the person or persons to
         whom the deceased's Option rights shall have passed by will or the laws
         of descent and distribution; provided, that the Plan Administrator may
         determine in a particular case that specific limitations and
         restrictions under the Plan shall not apply.


         (j) CHANGE IN CONTROL

                  Notwithstanding other Plan provisions pertaining to the times
         at which Options may be exercised, all outstanding Options, to the
         extent not then currently exercisable, shall become exercisable in full
         upon the occurrence of a Change in Control. No Option shall be
         exercisable at a time that would violate the maximum duration of
         Section 6.2(b).

         (k) DEFERRAL ELECTION

                  A Participant may elect irrevocably (at a time and in a manner
         determined by the Plan Administrator or the Company, as appropriate) at
         any time prior to exercising an option granted under the Plan that
         issuance of shares of Common Stock upon exercise of such option and/or
         associated stock appreciation right shall be deferred until a
         pre-specified date in the future or until the Participant ceases to be
         employed by the Company or any of its Subsidiaries, as elected by the
         Participant. After the exercise of any such option and prior to the
         issuance of any deferred shares, the number of shares of Common Stock
         issuable to the Participant shall be credited to the deferred stock
         account (or such other


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<PAGE>   14

         account(s) as the Management Committee shall deem necessary and
         appropriate) under a memorandum deferred account established pursuant
         to the Company's then-existing Deferred Compensation Plan (as it may be
         further amended) (the "Deferred Compensation Plan"), and any dividends
         or other distributions paid on the Common Stock (or its equivalent)
         shall be deemed reinvested in additional shares of Common Stock (or its
         equivalent) until all credited deferred shares shall become issuable
         pursuant to the Participant's election, unless the Management Committee
         of the Deferred Compensation Plan shall otherwise determine.


                       SECTION 7 STOCK APPRECIATION RIGHTS

         7.1 The Plan Administrator may grant stock appreciation rights to
Participants in connection with any Option granted under the Plan, either at the
time of the grant of such Option or at any time thereafter during the term of
the Option. Such stock appreciation rights shall cover the same shares covered
by the Options (or such lesser number of shares of Common Stock as the Plan
Administrator may determine) and shall, except as provided in Section 7.3, be
subject to the same terms and conditions as the related Options and such further
terms and conditions not inconsistent with the Plan as shall from time to time
be determined by the Plan Administrator.

         7.2 Each stock appreciation right shall entitle the holder of the
related Option to surrender to the Company the related unexercised Option, or
any portion thereof, and to receive from the Company in exchange therefor an
amount equal to the excess of the Fair Market Value of one share of Common Stock
on the date the right is exercised over the Option Price per share times the
number of shares covered by the Option, or portion thereof, which is
surrendered. Payment shall be made in shares of Common Stock valued at Fair
Market Value as of the date the right is exercised, or in cash, or partly in
shares and partly in cash, at the discretion of the Plan Administrator;
provided, however, that payment shall be made solely in cash with respect to a
stock appreciation right which is exercised within seven (7) months following a
Change in Control. Stock appreciation rights may be exercised from time to time
upon actual receipt by the Company of written notice stating the number of
shares of Common Stock with respect to which the stock appreciation rights are
being exercised. The value of any fractional shares shall be paid in cash.

         7.3 Stock appreciation rights are subject to the following
restrictions:

                  (a) Each stock appreciation right shall be exercisable at such
         time or times that the Option to which they relate shall be exercisable
         or at such other times as the Plan Administrator may determine;
         provided, however, that such rights shall not be exercisable until the
         Participant shall have completed six (6) months of continuous
         employment with the Company or any of its Subsidiaries immediately
         following the date on which the stock appreciation right is granted. In
         the event of death or Permanent Disability of a Participant during
         employment


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         but before the Participant has completed such period of continuous
         employment, such stock appreciation right shall be exercisable only
         within the period specified in the related Option. In the event of a
         Change in Control, the requirement that a Participant shall have
         completed a six (6) month period of continuous employment is waived
         with respect to a Participant who is employed by the Company at the
         time of the Change in Control but who, within the six (6) month period,
         voluntarily terminates employment for Good Reason or is terminated by
         the Company other than for Cause.

                  (b) Except in the event of a Change in Control, the Plan
         Administrator in its sole discretion may approve or deny in whole or in
         part a request to exercise a stock appreciation right. Denial or
         approval of such request shall not require a subsequent request to be
         similarly treated by the Plan Administrator.

                  (c) The right of a Participant to exercise a stock
         appreciation right shall be canceled if and to the extent the related
         Option is exercised. To the extent that a stock appreciation right is
         exercised, the related Option shall be deemed to have been surrendered,
         unexercised and canceled.

                  (d) A holder of stock appreciation rights shall have none of
         the rights of a stockholder until shares of Common Stock, if any, are
         issued to such holder pursuant to such holder's exercise of such
         rights.

                  (e) The acquisition of Common Stock pursuant to the exercise
         of a stock appreciation right shall be subject to the same restrictions
         as would apply to the acquisition of Common Stock acquired upon
         acquisition of the related Option, as set forth in Section 6.2.


                   SECTION 8 LIMITED STOCK APPRECIATION RIGHTS

         8.1 The Plan Administrator may grant limited stock appreciation rights
to Participants in connection with any Options granted under the Plan, either at
the time of the grant of such Option or at any time thereafter during the term
of the Option. Such limited stock appreciation rights shall cover the same
shares covered by the Options (or such lesser number of shares of Common Stock
as the Plan Administrator may determine) and shall, except as provided in
Section 8.3, be subject to the same terms and conditions as the related Options
and such further terms and conditions not inconsistent with the Plan as shall
from time to time be determined by the Plan Administrator.

         8.2 Each limited stock appreciation right shall entitle the holder of
the related Option to surrender to the Company the unexercised portion of the
related Option and to receive from the Company in exchange therefor an amount in
cash equal to the excess of the Fair Market Value of one (1) share of Common
Stock on the date the right is


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exercised over the Option Price per share times the number of shares covered by
the Option, or portion thereof, which is surrendered.

         8.3 Limited stock appreciation rights are subject to the following
restrictions:

                  (a) Each limited stock appreciation right shall be exercisable
         in full for a period of seven (7) months following the date of a Change
         in Control, provided, however, that limited stock appreciation rights
         may not be exercised under any circumstances until the expiration of
         the six (6) month period following the date of grant. Limited stock
         appreciation rights shall be exercisable only to the same extent and
         subject to the same conditions as the Options related thereto are
         exercisable, as provided in Section 6.2(j).

                  (b) The right of a Participant to exercise a limited stock
         appreciation right shall be canceled if and to the extent the related
         Option is exercised. To the extent that a limited stock appreciation
         right is exercised, the related Option shall be deemed to have been
         surrendered, unexercised and canceled.


                           SECTION 9 RESTRICTED STOCK

         9.1 Restricted Stock may be granted to Participants in such number and
at such times during the term of the Plan as the Plan Administrator shall
determine, the Plan Administrator taking into account the duties of the
respective Participants, their present and potential contributions to the
success of the Company, and such other factors as the Plan Administrator shall
deem relevant in accomplishing the purposes of the Plan. The granting of
Restricted Stock shall take place when the Plan Administrator by resolution,
written consent or other appropriate action determines to grant such Restricted
Stock to a particular Participant. Each grant shall be evidenced by a written
instrument delivered by or on behalf of the Company containing provisions not
inconsistent with the Plan. The Participant receiving a grant of Restricted
Stock shall be recorded as a stockholder of the Company. Each Participant who
receives a grant of Restricted Stock shall have all the rights of a stockholder
with respect to such shares (except as provided in the restrictions on
transferability), including the right to vote the shares and receive dividends
and other distributions; provided, however, that no Participant awarded
Restricted Stock shall have any right as a stockholder with respect to any
shares subject to the Participant's Restricted Stock grant prior to the date of
issuance to the Participant of a certificate or certificates for such shares.

         9.2 A grant of Restricted Stock shall entitle a Participant to receive,
on the date or dates designated by the Plan Administrator, upon payment to the
Company of the par value of the Common Stock in a manner determined by the Plan
Administrator, the number of shares of Common Stock selected by the Plan
Administrator. The Plan Administrator may require, under such terms and
conditions as it deems appropriate or desirable, that the certificates for
Restricted Stock delivered under the Plan may be held


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in custody by a bank or other institution, or that the Company may itself hold
such shares in custody until the Restriction Period (as defined in Section 9.3)
expires or until restrictions thereon otherwise lapse, and may require, as a
condition of any issuance of Restricted Stock that the Participant shall have
delivered a stock power endorsed in blank relating to the shares of Restricted
Stock.

         9.3 During a period of years following the date of grant, which shall
in no event be less than one (1) year and until required performance targets are
achieved, if applicable, as determined by the Plan Administrator (the
"Restriction Period"), the Restricted Stock may not be sold, assigned,
transferred, pledged, hypothecated or otherwise encumbered or disposed of by the
recipient, except in the event of death or Permanent Disability, the transfer to
the Company as provided under the Plan or the Plan Administrator's waiver or
modification of such restrictions in the agreement evidencing the grant of
Restricted Stock, or by resolution of the Plan Administrator adopted at any
time.

         9.4 Except as provided in Section 9.5 or 9.6, if a Participant
terminates employment with the Company for any reason before the expiration of
the Restriction Period, all shares of Restricted Stock still subject to
restriction shall be forfeited by the Participant to the Company. In addition,
in the event of any attempt by the Participant to sell, exchange, transfer,
pledge or otherwise dispose of shares of Restricted Stock in violation of the
terms of the Plan, such shares shall be forfeited to the Company.

         9.5 The Restriction Period for any Participant shall be deemed to end
and all restrictions on shares of Restricted Stock shall lapse, upon the
Participant's death, Permanent Disability, retirement or any termination of
employment determined by the Plan Administrator to end the Restriction Period.

         9.6 The Restriction Period for any Participant shall be deemed to end
and all restrictions on shares of Restricted Stock shall terminate immediately
upon a Change in Control.

         9.7 When the restrictions imposed by Section 9.3 expire or otherwise
lapse with respect to one or more shares of Restricted Stock, the Company shall
deliver to the Participant (or the Participant's legal representative,
Beneficiary or heir) one (1) share of Common Stock for each share of Restricted
Stock. At that time, the agreement referred to in Section 9.1, as it relates to
such shares, shall be terminated.

         9.8 Subject to Section 9.2, a Participant entitled to receive
Restricted Stock under the Plan shall be issued a certificate for such shares.
Such certificate shall be registered in the name of the Participant, and shall
bear an appropriate legend reciting the terms, conditions and restrictions, if
any, applicable to such shares and shall be subject to appropriate stop-transfer
orders.


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<PAGE>   18

         9.9 A Participant may elect irrevocably (at a time and in the manner
determined by the Plan Administrator or the Company, as appropriate), prior to
vesting of Restricted Stock, that the Participant relinquishes any and all
rights in the shares of Restricted Stock in exchange for an interest in the
Deferred Compensation Plan and receipt of such shares shall be deferred until a
pre-specified date in the future or until the Participant ceases to be employed
by the Company or any of its Subsidiaries, as elected by the Participant. At the
time the restrictions lapse on the shares of Restricted Stock (as specified at
the time of grant, or otherwise if changed by the Plan Administrator), the
number of shares of Common Stock issuable to the Participant shall be credited
to the deferred stock account (or such other account(s) as the Management
Committee shall deem necessary and appropriate) under a memorandum deferred
account established pursuant to the Deferred Compensation Plan, and any
dividends or other distributions paid on the Common Stock (or its equivalent)
shall be deemed reinvested in additional shares of Common Stock (or its
equivalent) until all credited deferred shares shall become issuable pursuant to
the Participant's election, unless the Management Committee of the Deferred
Compensation Plan shall otherwise determine.


                   SECTION 10 REGULATORY APPROVALS AND LISTING

         10.1 The Company shall not be required to issue any certificate for
shares of Common Stock upon the exercise of an Option or a stock appreciation
right granted under the Plan, or with respect to a grant of Restricted Stock
prior to:

                  (a) the obtaining of any approval or ruling from the
         Securities and Exchange Commission, the Internal Revenue Service or any
         other governmental agency which the Company, in its sole discretion,
         shall determine to be necessary or advisable;

                  (b) the listing of such shares on any stock exchange on which
         the Common Stock may then be listed; or

                  (c) the completion of any registration or other qualification
         of such shares under any federal or state laws, rulings or regulations
         of any governmental body which the Company, in its sole discretion,
         shall determine to be necessary or advisable.


                 SECTION 11 EFFECTIVE DATE AND TERM OF THE PLAN

         The Plan was originally adopted by the Board of Directors as of
December 14, 1993. The Board of Directors amended and restated the Plan
effective as of December 3, 1999 and effective as of August 1, 1998, in
connection with the reorganization of the Company into a holding company
structure whereby El Paso Energy Corporation became the publicly held company
and El Paso Natural Gas Company became a wholly owned


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<PAGE>   19

subsidiary. This Plan was assumed by El Paso Energy Corporation pursuant to an
Assignment and Assumption Agreement effective as of August 1, 1998, by and
between El Paso Energy Corporation and El Paso Natural Gas Company. Options,
limited stock appreciation rights, stock appreciation rights and Restricted
Stock may be granted pursuant to the Plan from time to time as the Plan
Administrator shall determine. The Plan shall terminate on December 14, 2003.
However, Options, limited stock appreciation rights, stock appreciation rights
and Restricted Stock granted prior to the expiration of the Plan may extend
beyond that date and the terms and conditions of the Plan shall continue to
apply thereto and to shares of Common Stock acquired hereunder.


                          SECTION 12 GENERAL PROVISIONS

         12.1 Nothing contained in the Plan, or in any Option, limited stock
appreciation right, stock appreciation right or Restricted Stock granted
pursuant to the Plan, shall confer upon any employee any right with respect to
continuance of employment by the Company or a Subsidiary, nor interfere in any
way with the right of the Company or a Subsidiary to terminate the employment of
such employee at any time with or without assigning any reason therefor.

         12.2 Grants, vesting or payment of Options, limited stock appreciation
rights, stock appreciation rights or Restricted Stock shall not be considered as
part of a Participant's salary or used for the calculation of any other pay,
allowance, pension or other benefit unless otherwise permitted by other benefit
plans provided by the Company or its Subsidiaries, or required by law or by
contractual obligations of the Company or its Subsidiaries.

         12.3 The right of a Participant or Beneficiary to the payment of any
compensation under the Plan may not be assigned, transferred, pledged or
encumbered, nor shall such right or other interests be subject to attachment,
garnishment, execution or other legal process.

         12.4 Leaves of absence for such periods and purposes conforming to the
personnel policy of the Company, or of its Subsidiaries, as applicable, shall
not be deemed terminations or interruptions of employment.

         12.5 In the event a Participant is transferred from the Company to a
Subsidiary, or vice versa, or is promoted or given different responsibilities,
the Options, limited stock appreciation rights, stock appreciation rights and
Restricted Stock granted to the Participant prior to such date shall not be
affected. Notwithstanding the foregoing or any other provision in this Plan, in
the event a Participant becomes an officer or director of the Company subject to
Section 16(b) of the Exchange Act, the Plan Administrator may take any and all
action necessary to prevent any violation of Section 16(b), including, but not
limited to, accelerating the vesting of Options, rights or Restricted Stock,
canceling any unvested Options, rights or Restricted Stock and/or requiring the
Participant to


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<PAGE>   20

exercise any and all vested Options or rights at such times as the Plan
Administrator may determine.

         12.6 Each grant to a Participant of an Option, limited stock
appreciation right, stock appreciation right and Restricted Stock hereunder
shall make reference to this Plan by title and date to confirm the applicability
of the Plan and the source of shares and rights covered by the grant.

         12.7 The Plan shall be construed and governed in accordance with the
laws of the State of Texas, except that it shall be construed and governed in
accordance with applicable federal law in the event that such federal law
preempts state law.

         12.8 Appropriate provision shall be made for all taxes required to be
withheld in connection with the exercise, grant or other taxable event with
respect to Options, limited stock appreciation rights, stock appreciation rights
and Restricted Stock under the applicable laws and regulations of any
governmental authority, whether federal, state or local and whether domestic or
foreign, including, but not limited to, the required withholding of a sufficient
number of shares of Common Stock otherwise issuable to a Participant to satisfy
the said required minimum tax withholding obligations. Unless otherwise provided
in the grant, a Participant is permitted to deliver shares of Common Stock for
payment of withholding taxes on the exercise of an option, stock appreciation
right, or limited stock appreciation right or upon the grant or vesting of
Restricted Stock. At the election of the Plan Administrator or, subject to
approval of the Plan Administrator at its sole discretion, at the election of a
Participant, shares of Common Stock may be withheld from the shares issuable to
the Participant upon the exercise of an option or stock appreciation right or
upon the vesting of the Restricted Stock to satisfy tax withholding obligations.
The Fair Market Value of Common Stock as delivered pursuant to this Section 12.8
shall be valued as of the day prior to delivery, and shall be calculated in
accordance with Section 2.8.

         Any Participant that makes a Section 83(b) election under the Code
shall, within ten (10) days of making such election, notify the Company in
writing of such election and shall provide the Company with a copy of such
election form filed with the Internal Revenue Service.

         Tax advice should be obtained by the Participant prior to the
Participant's (i) entering into any transaction under or with respect to the
Plan, (ii) designating or choosing the times of distributions under the Plan, or
(iii) disposing of any shares of Common Stock issued under the Plan.

         12.9 Any amounts (deferred or otherwise) to be paid to Participants
pursuant to the Plan are unfunded obligations. Neither the Company nor any
Subsidiary is required to segregate any monies from its general funds, to create
any trusts or to make any special deposits with respect to this obligation. The
Management Committee, in its sole discretion, may direct the Company to share
with its subsidiaries the costs of a portion of


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<PAGE>   21

the incentive awards paid to Participants who are executives of those companies.
Beneficial ownership of any investments, including trust investments which the
Company may make to fulfill this obligation, shall at all times remain in the
Company. Any investments and the creation or maintenance of any trust or any
Participant account shall not create or constitute a trust or a fiduciary
relationship between the Plan Administrator, the Management Committee, the
Company or any Subsidiary and a Participant, or otherwise create any vested or
beneficial interest in any Participant or the Participant's Beneficiary or the
Participant's creditors in any assets of the Company or its Subsidiaries
whatsoever. The Participants shall have no claim against the Company for any
changes in the value of any assets which may be invested or reinvested by the
Company with respect to the Plan.


         SECTION 13 AMENDMENT, TERMINATION OR DISCONTINUANCE OF THE PLAN

         13.1 Subject to Section 13.2, the Plan Administrator may from time to
time make such amendments to the Plan as it may deem proper and in the best
interest of the Company without further approval of the Board of Directors,
including, but not limited to, any amendment necessary to ensure that the
Company may obtain any regulatory approval referred to in Section 10; provided,
however, that no change in any Option, limited stock appreciation right, stock
appreciation right or Restricted Stock theretofore granted may be made without
the consent of the Participant which would impair the right of the Participant
to acquire or retain Common Stock or cash that the Participant may have acquired
as a result of the Plan.

         13.2 The Plan Administrator may not amend the Plan without the approval
of the Board of Directors to:

                  (a) increase the number of shares or rights that may be issued
         under the Plan; or

                  (b) otherwise materially increase the benefits accruing to the
         Participants under the Plan.

         13.3 The Plan Administrator may at any time suspend the operation of or
terminate the Plan with respect to any shares of Common Stock not subject to
Option, limited stock appreciation right, stock appreciation right or Restricted
Stock at the time.



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<PAGE>   22

         IN WITNESS WHEREOF, the Company has caused the Plan to be amended and
restated effective as of December 3, 1999.

                                             EL PASO ENERGY CORPORATION



                                             By /s/ JOEL RICHARDS, III
                                               ---------------------------------
                                                  Executive Vice President

ATTEST:


By /s/ DAVID L. SIDDALL
  ---------------------------------------
         Corporate Secretary



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