ENERGY PARTNERS, LTD. CHANGE OF CONTROL SEVERANCE PLAN

ENERGY PARTNERS, LTD.

CHANGE OF CONTROL SEVERANCE PLAN

1. Purpose.

The purpose of the Energy Partners, Ltd. Change of Control Severance Plan

is to encourage officers and other key employees of Energy Partners, Ltd. to

make and continue careers with Energy Partners, Ltd. by providing participants

with certain severance benefits upon an involuntary termination of employment by

Energy Partners, Ltd. without Cause or voluntary termination by a participant

for Good Reason within two years following a Change of Control.

2. Definitions.

For purposes of the Plan, the following terms shall be defined as set forth

below:

(a) "Board" means the Board of Directors of the Company.

(b) "Cause" means with respect to any Participant (i) the

Participant's conviction of a felony, (ii) dishonesty, (iii) the

Participant's failure to perform his or her duties, (iv) insubordination,

(v) theft, (vi) wrongful disclosure of confidential information, (vii)

conflict of interest that is undisclosed and not approved by the Company's

Board, (viii) violation of written Company policies applicable to all

employees, or (ix) engaging in any manner, directly or indirectly, in a

business that competes with the business of the Company in any capacity

that is undisclosed and not approved by the Company's Board.

(c) "Change of Control" means and shall be deemed to have occurred if:

(i) any person (within the meaning of the Exchange Act), other

than the Company or a Related Party, is or becomes the "beneficial

owner" (as defined in Rule 13d-3 under the Exchange Act), directly or

indirectly, of Voting Securities representing 25 percent or more of

the total voting power of all the then-outstanding Voting Securities;

or

(ii) the individuals who, as of the effective date of the Plan,

constitute the Board, together with those who first become directors

subsequent to such date and whose recommendation, election or

nomination for election to the Board was approved by a vote of at

least a majority of the directors then still in office who either were

directors as of the effective date of the Plan or whose

recommendation, election or nomination for election was previously so

approved, cease for any reason to constitute a majority of the members

of the Board; or

(iii) a merger, consolidation, recapitalization or reorganization

of the Company or a Subsidiary, reverse split of any class of Voting

Securities, or an acquisition of securities or assets by the Company

or a Subsidiary is consummated, other than (A) any such transaction in

which the holders of outstanding Voting Securities immediately prior

to the transaction receive (or, in the case of a transaction involving

a Subsidiary and not the Company, retain), with respect to such

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Voting Securities, voting securities of the surviving or transferee

entity representing more than 50 percent of the total voting power

outstanding immediately after such transaction, with the voting power

of each such continuing holder relative to other such continuing

holders not substantially altered in the transaction, or (B) any such

transaction which would result in a Related Party beneficially owning

more than 50 percent of the voting securities of the surviving entity

outstanding immediately after such transaction; or

(iv) the stockholders of the Company approve a plan of complete

liquidation of the Company or an agreement for the sale or disposition

by the Company of all or substantially all of the Company's assets

other than any such transaction which would result in a Related Party

owning or acquiring more than 50 percent of the assets owned by the

Company immediately prior to the transaction.

(d) "Code" means the Internal Revenue Code of 1986, as amended from

time to time. References to any provision of the Code shall be deemed to

include successor provisions thereto and regulations thereunder.

(e) "Committee" means the Compensation Committee of the Board, or such

other Board committee as may be designated by the Board to administer the

Plan.

(f) "Company" means Energy Partners, Ltd., a corporation organized

under the laws of Delaware, or any successor corporation.

(g) "Exchange Act" means the Securities Exchange Act of 1934, as

amended from time to time. References to any provision of the Exchange Act

shall be deemed to include successor provisions thereto and regulations

thereunder.

(h) "Good Reason" for termination shall exist with respect to a

Participant if, without the Participant's consent, any of the following

events occur:

(i) a reduction in the Participant's base salary, or the

elimination or significant reduction of a material benefit under any

employee benefit plan or program of the Company or any Subsidiary in

which the Participant participates, other than an elimination or

reduction that affects other senior executive officers in a similar

way;

(ii) the loss of any of the Participant's titles or positions, a

significant diminution in the Participant's duties and

responsibilities or the assignment to the Participant of duties and

responsibilities inconsistent with the Participant's titles or

positions; or

(iii) any requirement that the Participant relocate outside the

greater metropolitan area in which the Participant is employed

immediately prior to the Change of Control.

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Notwithstanding the foregoing, if the Company ceases to be a public

company, an event otherwise described in clause (ii) above shall not

be deemed to have occurred merely because the Participant's title,

position, duties or responsibilities are changed in connection with

the Company's ceasing to be a public company, provided the

Participant's authority, functions, duties and responsibilities

otherwise remain substantially the same as the authority, functions,

duties and responsibilities of a person with the Participant's

position (determined before the change) within a comparably sized

independent private energy company.

A termination of employment by a Participant shall not be considered

to be for Good Reason unless the termination occurs within sixty (60)

days after the Participant has knowledge of the event constituting

Good Reason.

(i) "Participant" means an officer or other key employee of the

Company who has been designated by the Committee as a Participant in the

Plan pursuant to Section 3 of the Plan.

(j) "Plan" means this Energy Partners, Ltd. Change of Control

Severance Plan.

(k) "Related Party" means (i) a majority-owned subsidiary of the

Company, (ii) an employee or group of employees of the Company or any

majority-owned subsidiary of the Company, (iii) a trustee or other

fiduciary holding securities under an employee benefit plan of the Company

or any majority-owned subsidiary of the Company, or (iv) a corporation

owned directly or indirectly by the stockholders of the Company in

substantially the same proportion as their ownership of Voting Securities.

(l) "Subsidiary" means any corporation (other than the Company) in an

unbroken chain of corporations beginning with the Company if each of the

corporations (other than the last corporation in the unbroken chain) owns

shares possessing 50% or more of the total combined voting power of all

classes of stock in one of the other corporations in the chain.

(m) "Voting Securities" means an