0001193125-07-043569 Sample Contracts

ENERGY PARTNERS, LTD. NONQUALIFIED STOCK OPTION [Date] GRANT
Agreement • March 1st, 2007 • Energy Partners LTD • Crude petroleum & natural gas

This Agreement (this “Agreement”) confirms the award of a stock option to you by Energy Partners, Ltd. (the “Company”) under the Company’s 2006 Long Term Stock Incentive Plan (the “Plan”), to purchase [Shares] shares of the Company’s Common Stock, $.01 par value per share, (the “Common Stock”) at the exercise price of [Price] per share, upon the terms and conditions outlined below and the terms and conditions of the Plan (this “Option”). A copy of the Plan has been delivered to you and is available upon request.

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ENERGY PARTNERS, LTD. RESTRICTED SHARE UNIT AGREEMENT
Restricted Share Unit Agreement • March 1st, 2007 • Energy Partners LTD • Crude petroleum & natural gas

This Agreement confirms the grant to you of [No. Shares] Restricted Share Units with respect to Common Stock of Energy Partners, Ltd. (the “Company”) under the Company’s 2006 Long Term Stock Incentive Plan (the “Plan”), a copy of which has been delivered to you and is made a part hereof, upon the following terms and conditions and the terms and conditions of the Plan. The terms used in this Agreement shall have the same meaning as in the Plan, unless the context requires otherwise, and except that “Restricted Share Units” shall refer only to the restricted share units granted pursuant to this Agreement.

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