This Agreement is made and entered into as of the 1st day of January, 1997, between Enron Corp., an
OREGON corporation ("Enron"), and Enron Oil & Gas Company, a Delaware corporation ("EOG").
For and in consideration of the mutual promises and conditions contained herein, the parties hereto agree as
1. In order to assist the continued and orderly conduct of certain corporate functions currently performed by
Enron for the benefit of EOG, Enron agrees to provide and EOG agrees to purchase, subject to the terms and
conditions set forth herein, certain corporate staff and support services (collectively, the "Services").
2. This Agreement shall become effective and Enron shall make the Services available to EOG pursuant to the
terms of this Agreement commencing on January 1, 1997, and shall continue thereafter for a period of 10 years
(unless otherwise specified herein) and from year to year thereafter unless terminated upon written notice by
either party 60 days prior to the anniversary date of this Agreement. IF ENRON'S STOCK OWNERSHIP IN
EOG FALLS BELOW 35% OF THE ISSUED AND OUTSTANDING COMMON STOCK OF EOG
HAVING THE RIGHT TO VOTE FOR DIRECTORS OF EOG, THEN EITHER PARTY SHALL HAVE
THE RIGHT TO TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE TO THE OTHER
PARTY, SUCH TERMINATION TO BE EFFECTIVE AS OF THE DATE SET FORTH IN SUCH
HOWEVER, THAT EOG SHALL HAVE THE RIGHT TO DELAY THE EFFECTIVE DATE OF ANY
SUCH TERMINATION BY ENRON FOR A PERIOD OF UP TO ONE YEAR IN ORDER FOR EOG TO
MAKE NECESSARY ARRANGEMENTS FOR THE SERVICES TO BE PROVIDED BY THIRD
PARTIES BY SO NOTIFYING ENRON WITHIN 15 DAYS AFTER RECEIPT OF ENRON'S NOTICE
3. The parties understand and agree that the Services shall be substantially identical in nature and quality to the
Services provided to EOG by Enron during the 12-month period prior to the effective date of this Agreement.
4. EOG, as compensation for the performance of the Services, agrees to r