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                                                                    EXHIBIT 10.1




                           EL PASO ENERGY CORPORATION


                              STRATEGIC STOCK PLAN






              AMENDED AND RESTATED EFFECTIVE AS OF DECEMBER 3, 1999



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                                TABLE OF CONTENTS


<TABLE>
<S>              <C>                                                                                  <C>
SECTION 1         PURPOSES..............................................................................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      Company...............................................................................3
         2.8      Exchange Act..........................................................................3
         2.9      Fair Market Value.....................................................................3
         2.10     Good Reason...........................................................................4
         2.11     Management Committee..................................................................4
         2.12     Option................................................................................5
         2.13     Option Price..........................................................................5
         2.14     Participant...........................................................................5
         2.15     Performance Goals.....................................................................5
         2.16     Performance Period....................................................................5
         2.17     Permanent Disability or Permanently Disabled..........................................5
         2.18     Plan Administrator....................................................................6
         2.19     Restricted Stock......................................................................6
         2.20     Rule 16b-3............................................................................6
         2.21     Section 16 Insider....................................................................6
         2.22     Subsidiary............................................................................6
         2.23     Total Shareholder Return..............................................................6

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

SECTION 4         ELIGIBILITY...........................................................................7

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

SECTION 6         STOCK OPTIONS.........................................................................8

SECTION 7         STOCK APPRECIATION RIGHTS............................................................13

SECTION 8         LIMITED STOCK APPRECIATION RIGHTS....................................................15

SECTION 9         RESTRICTED STOCK.....................................................................16

SECTION 10        REGULATORY APPROVALS AND LISTING.....................................................18
</TABLE>


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El Paso Energy Corporation              i                      Table of Contents
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<TABLE>
<S>              <C>                                                                                  <C>
SECTION 11        EFFECTIVE DATE AND TERM OF PLAN......................................................18

SECTION 12        GENERAL PROVISIONS...................................................................19

SECTION 13        COMPLIANCE WITH RULE 16b-3...........................................................21

SECTION 14        AMENDMENT, TERMINATION OR DISCONTINUANCE OF THE PLAN.................................21
</TABLE>



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El Paso Energy Corporation             ii                      Table of Contents
Strategic Stock Plan


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                           EL PASO ENERGY CORPORATION
                              STRATEGIC STOCK PLAN
              AMENDED AND RESTATED EFFECTIVE AS OF DECEMBER 3, 1999

                               SECTION 1 PURPOSES

         The purposes of the El Paso Energy Corporation Strategic Stock Plan
(the "Plan") are to promote the interests of the Company (as defined below) and
its stockholders by strengthening its ability to attract and retain officers and
key management employees in the employ of the Company and its Subsidiaries (as
defined below) by furnishing suitable recognition of their ability and industry
which contributes materially to the success of the Company in strategic
transactions and to align the interests and efforts of the Company's officers
and key management employees to the long-term interests of the Company's
stockholders. 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) of this Plan 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

         The Company may terminate the Participant's employment for Cause. A
termination for Cause is a termination evidenced by a resolution adopted in good
faith by the Management Committee (or by two-thirds (2/3) of the Board of
Directors in the case of a Management Committee member) 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


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El Paso Energy Corporation                                                Page 1
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be for Cause as set forth in clause (ii) above until (A) there shall have been
delivered to 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 Board of Directors (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 by 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 of 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. The acquisition and
merger of Tenneco Inc. shall not constitute a Change in Control under this Plan.


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El Paso Energy Corporation                                                Page 2
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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 COMPANY

         El Paso Energy Corporation, a Delaware corporation.

2.8 EXCHANGE ACT

         The Securities Exchange Act of 1934, as amended.

2.9 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 is 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
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2.10 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 or 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's requiring 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 on 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 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.

2.11 MANAGEMENT COMMITTEE

         A committee consisting of the Chief Executive Officer and such other
senior officers as the Chief Executive Officer shall designate. The Chief
Executive Officer may from time to time remove members from, or add members to,
the Management Committee.


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El Paso Energy Corporation                                                Page 4
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2.12 OPTION

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

2.13 OPTION PRICE

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

2.14 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.

2.15 PERFORMANCE GOALS

         The Plan Administrator shall establish one or more performance goals
("Performance Goals") for each Performance Period in writing. Each Performance
Goal selected for a particular Performance Period shall be a relative or
absolute measure of any one or more of the following (or such other measures as
the Plan Administrator may determine): Total Shareholder Return, operating
income, pre-tax profit, earnings per share, cash flow, return on capital, return
on equity, return on net assets, net income, debt reduction, safety, return on
investment or revenues. The foregoing terms shall have the same meaning as used
in the Company's financial statements, or if the terms are not used in the
Company's financial statements, they shall have the meaning generally applied
pursuant to general accepted accounting principles, or as used in the industry,
as applicable.

2.16 PERFORMANCE PERIOD

         That period of time during which Performance Goals are measured to
determine the vesting or granting of options, limited stock appreciation rights,
stock appreciation rights or Restricted Stock, as the Plan Administrator may
determine.

2.17 PERMANENT DISABILITY OR PERMANENTLY DISABLED

         A Participant shall be deemed to have become Permanently Disabled for
purposes of the Plan if the Plan Administrator shall find upon the basis of
medical evidence satisfactory to the Plan Administrator that the Participant is
totally disabled, whether due to physical or mental condition, so as to be
prevented from engaging in further employment by the Company or any of its
Subsidiaries, and that such disability will be permanent and continuous during
the remainder of the Participant's life; provided, that with respect to Section
16 Insiders such determination shall be made by the Board of Directors, or the
Compensation Committee thereof, if required.


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El Paso Energy Corporation                                                Page 5
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2.18 PLAN ADMINISTRATOR

         The Management Committee (or the Board of Directors or a committee
thereof in the case of Section 16 Insiders, if required), pursuant to Section 3,
shall administer the Plan.

2.19 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.

2.20 RULE 16b-3

         Rule 16b-3 of the General Rules and Regulations under the Exchange Act.

2.21 SECTION 16 INSIDER

         Any person who is selected by the Plan Administrator to receive
options, limited stock appreciation rights, stock appreciation rights and/or
Restricted Stock pursuant to the Plan and who is subject to the requirements of
Section 16 of the Exchange Act, and the rules and regulations promulgated
thereunder.

2.22 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).

2.23 TOTAL SHAREHOLDER RETURN

         The sum of (i) the appreciation or depreciation in the price of a share
of a company's common stock, and (ii) the dividends and other distributions paid
and/or declared during the applicable Performance Period, expressed as a
percentage basis of the Fair Market Value of such share on the first day of the
applicable Performance Period, as calculated in a manner determined by the Plan
Administrator.


                            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.


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El Paso Energy Corporation                                                Page 6
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         3.2 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.

         3.3 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 an officer or key management employee 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 or a person 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. Notwithstanding the foregoing,
the Plan Administrator may make a grant under this Plan to individuals who are
not officers or key management employees, provided that the effectiveness of
such grant shall be conditioned upon such individual becoming an officer or key
management employee of the Company or any Subsidiary. Members of the Board of
Directors of the Company who are full-time salaried officers shall be eligible
to participate. Members of the Board of Directors who are not employees are not
eligible to participate in this Plan.


                     SECTION 5 SHARES AVAILABLE FOR THE PLAN

         5.1 Subject to Section 5.2, the maximum number of shares that may be
issued for which options, limited stock appreciation rights, stock appreciation
rights and Restricted Stock may at any time be granted under the Plan is four
million (4,000,000) 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),


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El Paso Energy Corporation                                                Page 7
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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, the Plan Administrator taking 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 purposes of the Plan. The granting of an option
shall take place when the Plan Administrator by resolution, written consent or
other appropriate action determines to grant such an option to a particular
Participant at a particular 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 granted under the Plan shall be subject to the
following terms and conditions:

         (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 determined by
         the Plan Administrator.


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El Paso Energy Corporation                                                Page 8
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         (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 from and
         including the date on which the option is granted, or such 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
         thereafter at any time prior to the final expiration of the option. To
         the extent that the right to purchase shares has accrued thereunder,
         options may be exercised from time to time by written notice to the
         Company setting forth the number of shares with respect to which the
         option is being exercised.

         (d) Payment

                  The purchase price of shares purchased under options shall be
         paid in full to the Company upon the exercise of the option by delivery
         of consideration equal to the product of the Option Price and the
         number of shares purchased (the "Purchase Price"). Such consideration
         may be 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. The Plan Administrator can determine at
         the time the option is granted that additional forms of payment will be
         permitted. To the extent permitted by the Plan Administrator and
         applicable laws and regulations (including, but not limited to, federal
         tax and securities laws, regulations and state corporate law), an
         option may also be exercised by delivery of a properly executed
         exercise notice together with irrevocable instructions to a broker to
         promptly deliver to the Company the 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.

                  If specifically authorized in the option grant, a Participant
         may elect to pay all or a portion of the Purchase Price by having
         shares of Common Stock with a


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El Paso Energy Corporation                                                Page 9
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         Fair Market Value equal to all or a portion of the Purchase Price be
         withheld from the shares issuable to the Participant upon the exercise
         of the option; provided that such shall be permitted of a Participant
         who is a Section 16 Insider only if approved in advance by the Board of
         Directors or Plan Administrator, if required by Section 16, and rules
         promulgated thereunder, of the Exchange Act. The Fair Market Value of
         such Common Stock as is withheld shall be determined as of the same day
         as the exercise of the option.

                  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 the value against which
         compensation is determined.

         (e) Restrictions

                  The Plan Administrator shall determine and reflect in the
         option grant, 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 such options 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 Company, at
         such price and on such terms as the Plan Administrator may determine at
         the time of grant, or otherwise.

         (f) Nontransferability of Options

                  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. Notwithstanding the foregoing and only as provided by the
         Plan Administrator or the Company, as applicable, options may be
         transferred to a Participant's immediate family members, directly or
         indirectly or by means of a trust, corporate entity or partnership (a
         person who thus acquires this option by such transfer, a "Permitted
         Transferee"). A transfer of an option may only be effected by the
         Company at the request of the Participant and shall become


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El Paso Energy Corporation                                               Page 10
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         effective upon the Permitted Transferee agreeing to such terms as the
         Plan Administrator may require and only when recorded in the Company's
         record of outstanding options. In the event an option is transferred as
         contemplated hereby, the option may not be subsequently transferred by
         the Permitted Transferee except a transfer back to the Participant or
         by will or the laws of descent and distribution. A transferred option
         may be exercised by a Permitted Transferee to the same extent as, and
         subject to the same terms and conditions as, the Participant (except as
         otherwise provided herein), as if no transfer had taken place. As used
         herein, "immediate family" shall mean, with respect to any person, such
         person's child, stepchild, grandchild, parent, stepparent, grandparent,
         spouse, sibling, mother-in-law, father-in-law, son-in-law,
         daughter-in-law, brother-in-law, sister-in-law, and shall include
         adoptive relationships. In the event of exercise of a transferred
         option by a Permitted Transferee, any amounts due to (or to be withheld
         by) the Company upon exercise of the option shall be delivered by (or
         withheld from amounts due to) the Participant, the Participant's estate
         or the Permitted Transferee, in the reasonable discretion of the
         Company.

                  In addition, to the extent permitted by applicable law and
         Rule 16b-3, the Plan Administrator may permit a recipient of a
         Nonqualified Option to designate in writing during the Participant's
         lifetime a Beneficiary to receive and exercise the Participant's
         options in the event of such Participant's death (as provided in
         Section 6.2(i)). Except as otherwise provided for herein, if any
         Participant attempts 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
         such option, or suffers the sale or levy or any attachment or similar
         process upon the rights and privileges conferred hereby, all affected
         options held by such Participant shall be immediately forfeited.

         (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.


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         (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 options expires sooner, such
         options 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.

                  (iv)     Termination Following a Change in Control

                           The option shall expire, unless exercised, thirty-six
                  (36) months after 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

                           Notwithstanding subparagraphs (iii) and (iv) above,
                  the option shall expire upon termination of employment for
                  Cause.

         (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


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         6.2(h)(i), (ii) and (iii), the option shall expire, unless the original
         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 shall determine in
         a particular case that specific limitations and restrictions under the
         Plan shall not apply. Notwithstanding any other Plan provisions
         pertaining to the times at which options may be exercised, no option
         shall continue to be exercisable, pursuant to Section 6.2(h) or this
         Section 6.2(i), at a time that would violate the maximum duration of
         Section 6.2(b).

         (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. In addition, no option
         shall continue to 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 the
         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 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


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<PAGE>   17

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 unexercised the related 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 right is
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 as the option to which it relates shall be exercisable,
         or at such other times as the Plan Administrator may determine;
         provided, however, that such right shall not be exercisable until the
         Participant shall have completed a six (6) month period 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 but before the Participant has completed such period of
         continuous employment, such stock appreciation right shall be
         exercisable; but 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


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<PAGE>   18

         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 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 regardless of whether the holder is employed by the Company
         or any of its Subsidiaries on the date the right is exercised;
         provided. 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.



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<PAGE>   19

                           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, or
before the effective date of any book entry form, as applicable.

         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 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, as determined
by the Plan Administrator, which shall in no event be less than one (1) year
and/or until the required Performance Goals are achieved, if applicable (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, or as determined by the
Plan Administrator, 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


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<PAGE>   20

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 or Permanent Disability 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.

         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.



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<PAGE>   21

                   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, with respect to a grant of Restricted Stock:

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

                  (c) completing 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.

         All certificates, or book-entry accounts, for shares of Common Stock
delivered under the Plan shall also be subject to such stop-transfer orders and
other restrictions as the Plan Administrator may deem advisable under the rules,
regulations and other requirements of the Securities and Exchange Commission,
any stock exchange upon which Common Stock is then listed and any applicable
federal or State securities laws, and the Plan Administrator may cause a legend
or legends to be placed on any such certificates, or notations on such
book-entry accounts, to make appropriate reference to such restrictions. The
foregoing provisions of this paragraph shall not be effective if and to the
extent that the shares of Common Stock delivered under the Plan are covered by
an effective and current registration statement under the Securities Act of
1933, as amended, or if and so long as the Plan Administrator determines that
application of such provisions as no longer required or desirable. In making
such determination, the Plan Administrator may rely upon an opinion of counsel
for the Company.


                   SECTION 11 EFFECTIVE DATE AND TERM OF PLAN

         The Plan was originally adopted by the Board of Directors effective as
of June 19, 1996. The Board amended and restated the Plan effective as of
December 3, 1999, and also 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 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 within the period commencing upon adoption of


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El Paso Energy Corporation                                               Page 18
Strategic Stock Plan


<PAGE>   22

the Plan by the Board of Directors and ending ten (10) years after the of such
adoption. Options, limited stock appreciation rights, stock appreciation rights
and Restricted Stock theretofore granted 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 thereunder. To the extent required for compliance with
Rule 16b-3, shares of Common Stock underlying options, limited stock
appreciation rights, stock appreciation rights, Restricted Stock and Common
Stock granted to Section 16 Insiders may not be sold until a date at least six
(6) months after the date of such grant.


                         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 stock 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, unless a Participant
commences a leave of absence from which he or she is not expected to return to
active employment with the Company or its Subsidiaries.

         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 stock 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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El Paso Energy Corporation                                               Page 19
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<PAGE>   23

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

         12.6 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.

         12.7 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, Restricted Stock and Performance Units 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 (including shares acquired pursuant to the
exercise of an option or stock appreciation right other than the option or stock
appreciation right currently being exercised, to the extent permitted by
applicable regulations) for payment of withholding taxes on the exercise of an
option, stock appreciation right, or limited stock appreciation right, 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 12.7 shall be valued as of the day prior to delivery,
and shall be calculated in accordance with Section 2.9.

         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.

         12.8 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 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


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El Paso Energy Corporation                                               Page 20
Strategic Stock Plan


<PAGE>   24

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 COMPLIANCE WITH RULE 16b-3

         The Company's intention is that, so long as any of the Company's equity
securities are registered pursuant to Section 12(b) or 12(g) of the Exchange
Act, with respect to awards granted to or held by Section 16 Insiders, the Plan
shall comply in all respects with Rule 16b-3, or with any other exemption
available pursuant to Section 16 of the Exchange Act or rules thereunder, and,
if any Plan provision is later found not to be in compliance with Rule 16b-3,
that provision shall be deemed modified as necessary to meet the requirements of
Rule 16b-3.

         Notwithstanding anything in the Plan to the contrary, the Board of
Directors, in its absolute discretion, may bifurcate the Plan so as to restrict,
limit or condition the use of any provision of the Plan to Participants who are
Section 16 Insiders without so restricting, limiting or conditioning the Plan
with respect to other Participants.


         SECTION 14 AMENDMENT, TERMINATION OR DISCONTINUANCE OF THE PLAN

         14.1 Subject to the Board of Directors and Section 14.2, 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, 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.

         14.2 The Board of Directors may at any time suspend the operation of or
terminate the Plan with respect to any shares of Common Stock or rights which
are not at that time subject to option, limited stock appreciation right, stock
appreciation right or grant of Restricted Stock.




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El Paso Energy Corporation                                               Page 21
Strategic Stock Plan


<PAGE>   25

         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
                                               ---------------------------------
                                             Title:  Executive Vice President


ATTEST:

By /s/ David L. Siddall
  -------------------------------------
Title:   Corporate Secretary






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El Paso Energy Corporation                                               Page 22
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