FORM OF THIRD AMENDMENT TO CHANGE OF CONTROL SEVERANCE AGREEMENT BY AND BETWEEN ENERGY PARTNERS, LTD.

1.   The first sentence of Section 1 of the Severance Agreement is amended by deleting “March 28, 2009” and substituting in lieu thereof “March 28, 2010.”

2.   The last sentence of Section 1 of the Severance Agreement (added by the First Amendment) is deleted in entirety.

3.   The first sentence of Section 2 of the Severance Agreement is amended by deleting “March 28, 2009” and substituting in lieu thereof “March 28, 2010.”

4.   Section 3 of the Severance Agreement is amended by adding the following sentence after the first sentence thereof:

“Any reduction pursuant to the preceding sentence shall be made by reducing first the severance benefit described in subsection (a) of Section 1 of this Agreement.”

5.   The third sentence of Section 3 of the Severance Agreement (which was the second sentence prior to the amendment made pursuant to item 2 above) is amended to read in its entirety as follows:

“If, as a result of subsequent events or conditions (including a subsequent payment or absence of a subsequent payment under this Agreement or other plans, programs, arrangements or agreements maintained by the Company or one of its affiliates), it is determined that payments under this Agreement have been reduced by more than the minimum amount required to prevent any payments from constituting an “excess parachute payment,” then an additional payment shall be made to the Executive on such date as may be determined by the Company but not later than 60 days after the applicable event or condition in an amount equal to the additional amount that can be paid without causing any payment to constitute an ‘excess parachute payment.’”

6.   The last sentence of subsection (d) of