AMENDMENT TO RESTRICTED SHARE UNIT AGREEMENTS GRANTED TO PHILLIP A. GOBE

Exhibit 10.46

AMENDMENT TO

RESTRICTED SHARE UNIT AGREEMENTS

GRANTED TO XXXXXXX X. XXXX

The Restricted Share Unit Agreements providing for the grant of Restricted Share Units to Xxxxxxx X. Xxxx on March 23, 2006 and August 3, 2006 under the Energy Partners, Ltd. 2006 Long Term Stock Incentive Plan are hereby amended in the following respects:

1. Section 5 is amended by adding the following sentence at the end thereof:

“Anything in the Plan or this Agreement to the contrary notwithstanding, you shall be deemed to have terminated employment for purposes of the Plan and this Agreement if and only if you have experienced a ‘separation from service’ within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder.”

2. Section 6 is amended by adding the following sentence at the end thereof;

“To the extent any payment is subject to the 6-month delay, such payment shall be paid immediately after the end of such 6-month period (or the date of your death, if earlier).”

3. Exhibit A is amended to read in its entirety as follows:

“Exhibit A

“Change of Control” means a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder.”

ENERGY PARTNERS, LTD.
By:		/s/ Xxxx X. Xxxxx				Date: 11/13/08
		Xxxx Xxxxx Executive Vice President
I HEREBY AGREE TO THIS AMENDMENT TO MY RESTRICTED SHARE UNIT AGREEMENTS

/s/ Xxxxxxx X. Xxxx				Date: 11/19/08
Xxxxxxx X. Xxxx