ex10_5.htm


     

    Exhibit 10.5

     


    FIRST AMENDMENT TO

    ENERGY
PARTNERS, LTD.

    STOCK
AND DEFERRAL PLAN FOR

    NON-EMPLOYEE
DIRECTORS

     

    The
Energy Partners, Ltd. Stock and Deferral Plan for Non-Employee Directors is
hereby amended in the following respects:

     

    1. The
second sentence of Article IV is amended to read in its entirety as
follows:

     

    “Subject
to the deferral election described in Article V, such meeting fees shall be
payable in cash following the applicable meeting on such date as shall be
determined by the Company but no later than 30 days after such
meeting.”

     

    2. The third
sentence of Article IV is amended to read in its entirety as
follows:

     

    “Subject
to the deferral election described in Article V, such retainer fees shall be
payable in Shares on the date of the regular annual meeting of shareholders of
the Company with respect to the year of service as an Eligible Director
beginning on that date; provided, however, that an Eligible Director may instead
elect, by filing an election with the Plan Administrator on a form prescribed by
the Plan Administrator before the payment date for any such fees, to receive a
percentage of such retainer fees (not exceeding 50%) in the form of
cash.”

     

    3. The first
sentence of Article VIII is amended to read in its entirety as
follows:

     

    “If an
Eligible Director has made a deferral election pursuant to Article V, his or her
Account shall be paid out in the form elected by the Eligible Director pursuant
to Article VII commencing on such date as may be determined by the Plan
Administrator but no later than 90 days after the date elected by the Eligible
Director pursuant to Article VII.”

     

    4. Article
VIII is amended by adding the following sentence after the first sentence
thereof:

     

    “If the
Eligible Director has elected annual installment payments, each such annual
installment after the initial installment shall be paid during the month in
which falls the applicable anniversary of the payment commencement date elected
by the Eligible Director pursuant to Article VII.”

     

    5. A new
Article XVI is added to read in its entirety as follows:

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    “ARTICLE XVI INTERNAL REVENUE CODE
SECTION 409A

     

    It is
intended that this Plan comply with Section 409A of the Internal Revenue Code of
1986, as amended (and any regulations and guidance issued thereunder), and the
Plan shall be interpreted and operated consistently with that
intent.  Anything in this Plan to the contrary notwithstanding, an
Eligible Director shall be deemed to have ceased service as a member of the
Board of Directors if and only if the Eligible Director has experienced a
‘separation from service’ within the meaning of said Section 409A and the
regulations thereunder.”

     

    


    
      
         

        Dated:
November 13, 2008

        
          	 
      	
                  ENERGY
      PARTNERS, LTD.

                   

                   

                  By:  /s/ John H. Peper        

                          John
      H. Peper

                          Executive
      Vice President, General

                          Counsel
      and Corporate Secretary