Exhibit 10.C
 EL PASO ENERGY CORPORATION
 2001 STOCK OPTION PLAN FOR
NON-EMPLOYEE DIRECTORS
 Effective as of January 29, 2001




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TABLE OF CONTENTS
 SECTION 1 PURPOSE
    
    
    1SECTION 2 SHARES SUBJECT TO THE PLAN
    
    
    1SECTION 3 ADMINISTRATION OF THE PLAN
    
    
    1SECTION 4 PARTICIPATION IN THE PLAN
    
    
    2SECTION 5 STOCK OPTION GRANTS AND TERMS
    
    
    2SECTION 6 GENERAL PROVISIONS
    
    
    5SECTION 7 EFFECTIVE DATE AND DURATION OF PLAN
    
    
    6SECTION 8 COMPLIANCE WITH SECTION 16
    
    
    6SECTION 9 AMENDMENT, TERMINATION OR DISCONTINUANCE OF THE PLAN
    
    
    6
 El Paso Energy Corporation
    
    
    
    Table of Contents2001 Stock Option Plan For Non-Employee Directors




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EL PASO ENERGY CORPORATION
2001 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
Effective as of January 29, 2001
 SECTION 1 PURPOSE
  SECTION 2 SHARES SUBJECT TO THE PLAN
   SECTION 3 ADMINISTRATION OF THE PLAN
  El Paso Energy Corporation
    
    
    
    Page 12001 Stock Option Plan For Non-Employee Directors




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SECTION 4 PARTICIPATION IN THE PLAN
  SECTION 5 STOCK OPTION GRANTS AND TERMS
  5.1 Option Grants
   5.2 Vesting of Options
  5.3 Option Price
 The Wall Street Journal
 El Paso Energy Corporation
    
    
    
    Page 22001 Stock Option Plan For Non-Employee Directors




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5.4 Time and Manner of Exercise of a Stock Option
   5.5 Term of Options
  (a)
    
    In the event that a Participant ceases to be a Director of the Company for any
reason other than the death of the Participant, the stock options granted to such
Participant shall expire unless exercised by him or her within thirty-six (36) months
after the date such Participant ceases to be a Director of the Company.(b)
    
    In the event of the death of a Participant, whether during the Participants
service as a Director or during the thirty-six (36) month period referred to in Section
5.5(a), the stock options granted to such Participant shall be exercisable, and such
stock options shall expire unless exercised within twelve (12) months after the date of
the Participants death, by the legal representatives or the estate of such
Participant, by any person or persons whom the Participant shall have designated in
writing on forms prescribed by and filed with the Company or, if no such designation
has been made, by the person or persons to whom the Participants rights have passed by
will or the laws of descent and distribution.
 El Paso Energy Corporation
    
    
    
    Page 32001 Stock Option Plan For Non-Employee Directors




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5.6 Transferability
   5.7 Deferral Election
 El Paso Energy Corporation
    
    
    
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SECTION 6 GENERAL PROVISIONS
       SECTION 7 EFFECTIVE DATE AND DURATION OF THE PLAN
 El Paso Energy Corporation
    
    
    
    Page 52001 Stock Option Plan For Non-Employee Directors




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SECTION 8 COMPLIANCE WITH SECTION 16
  SECTION 9 AMENDMENT, TERMINATION OR DISCONTINUANCE
OF THE PLAN
   El Paso Energy Corporation
    
    
    
    Page 62001 Stock Option Plan For Non-Employee Directors




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EL PASO ENERGY CORPORATIONBy
    
    JOEL RICHARDS IIITitle: Executive Vice President
  By 
Title:
    
    /s/ DAVID L. SIDDALL

Corporate Secretary
 El Paso Energy Corporation
    
    
    
    Page 72001 Stock Option Plan For Non-Employee Directors