Amendment No. 1 to the GulfTerra Energy Partners 1998 Common Unit Plan for Non-Employee Directors

Summary

This amendment updates the name of the 1998 Common Unit Plan for Non-Employee Directors to reflect the new names of the involved entities, changing all references from El Paso Energy Partners and its general partner to GulfTerra Energy Partners, L.P. and GulfTerra Energy Company, L.L.C., respectively. The amendment is effective as of May 15, 2003, and is executed by the general partner on behalf of the partnership. No other substantive changes to the plan are made.

EX-10.L.1 11 h06281exv10wlw1.txt AMEND.NO.1 TO UNIT OPTION PLAN FOR NON-EMPLOYEE EXHIBIT 10.L.1 AMENDMENT NO. 1 TO THE EL PASO ENERGY PARTNERS 1998 COMMON UNIT PLAN FOR NON-EMPLOYEE DIRECTORS Pursuant to Section 10.1 of the El Paso Energy Partners 1998 Common Unit Plan for Non-Employee Directors, amended and restated effective as of April 18, 2001 (the "Plan"), the Plan is hereby amended as follows, effective as of May 15, 2003: WHEREAS, effective as of May 15, 2003, the name of the General Partner and the Partnership changed to GulfTerra Energy Company, L.L.C. and GulfTerra Energy Partners, L.P., respectively. NOW, THEREFORE, the name of the Plan is hereby changed to "GulfTerra Energy Partners 1998 Common Unit Plan for Non-Employee Directors." All references in the Plan to "El Paso Energy Partners Company" or the "General Partner" shall mean "GulfTerra Energy Company, L.L.C." and all references in the Plan to "El Paso Energy Partners, L.P." or the "Company" shall mean "GulfTerra Energy Partners, L.P." IN WITNESS WHEREOF, the General Partner has caused this amendment to be duly executed on behalf of the Partnership on this 15th day of May, 2003. GULFTERRA ENERGY PARTNERS, L.P. By: GulfTerra Energy Company, L.L.C. The General Partner By /s/ D. Dwight Scott --------------------------------- Title: Executive Vice President ATTEST: By /s/ David L. Siddall --------------------------------- Title: Corporate Secretary