EXECUTIVE EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement"), including the attached Exhibit "A," is entered into between Enron Oil
& Gas Company., a Delaware corporation, having offices at 1400 Smith Street, Houston, Texas 77002
("Employer"), and Mark G. Papa, an individual currently residing at 3731 Panorama, Missouri City, Texas
77459 ("Employee"), to be effective as of November 1, 1997 (the "Effective Date").
WHEREAS, Employer is desirous of employing Employee pursuant to the terms and conditions and for the
consideration set forth in this Agreement, and Employee is desirous of entering the employ of Employer pursuant
to such terms and conditions and for such consideration.
NOW, THEREFORE, for and in consideration of the mutual promises, covenants, and obligations contained
herein, Employer and Employee agree as follows:
ARTICLE 1: EMPLOYMENT AND DUTIES:
1.1 Employer agrees to employ Employee, and Employee agrees to be employed by Employer, beginning as of
the Effective Date and continuing until the date set forth on Exhibit "A" (the "Term"), subject to the terms and
conditions of this Agreement.
1.2 Employee initially shall be employed in the position set forth on Exhibit A, provided however, if at the earlier
of four years from the Effective Date of this Agreement or Forrest E. Hoglund vacating the position of Chief
Executive Officer of the Employer, Employee is not promoted into the position of Chief Executive Officer, then
for a period of six (6) months following notification to Employee of such decision, Employee shall have the option
to resign and said resignation shall be treated as described in Article 3, Section 3.10. Employee agrees to serve in
the assigned position and to perform diligently and to the best of Employee's abilities the duties and services
appertaining to such position as determined by Employer, as well as such additional or different duties and
services appropriate to such position which Employee from time to time may