1.   Employment .

(a)   Retention .  In consideration of the compensation and benefits hereinafter specified, the Executive hereby agrees to be employed with the Company in the capacity of Chief Financial Officer, Senior Vice President and Secretary and, after retirement from such offices and if requested by the Company, to continue as an employee of the Company so as to provide management continuity and to discharge his duties in such capacities.  The Company hereby employs the Executive upon the terms and conditions hereinafter set forth.

(b)   Exclusive Services .  During the term of his employment, the Executive shall devote his full working time, ability and attention to the business of the Company during the Term (as defined herein) and shall not, directly or indirectly, render any services of a business, commercial or professional nature to any other person, corporation or organization, whether for compensation or otherwise, without the prior knowledge and consent of the Board of Directors of the Company (the “Board”); provided, however, that the provisions of this Agreement shall not be construed as preventing the Executive from investing in other non-competitive businesses or enterprises if such investments do not require substantial services on the part of the Executive in the affairs or operations of any such business or enterprise so as to significantly diminish the performance by the Executive of his duties, functions and responsibilities under this Agreement; provided further, however, that the provisions of this Agreement shall not be construed as preventing the Executive from continuing any current activities already previously disclosed to the Board or participating in nonprofit or charitable organizations if such activities do not require substantial services on the part of the Executive so as to significantly diminish the performance by the Executive of his duties, functions and responsibilities under this Agreement.

(c)   Authority and Duties .  During the Term, the Executive shall have, with regard to the office of Secretary and Senior Vice President, such authority and shall perform such duties, functions and responsibilities as are specified by the Second Amended and Restated By-laws of the Company (as amended, from time to time, the “Bylaws”) or as further determined by the Board and, with regard to the office of Chief Financial Officer or employment with the Company subsequent to retirement from the offices of Chief Financial Officer, Senior Vice President and Secretary, such authority and duties as determined by the Board.  The Executive shall serve with the necessary power and authority commensurate with such positions and, with regard to the offices of Chief Executive Officer, Senior Vice President and Secretary, consistent with the manner which the Executive has carried out the responsibilities of such offices in the past.

2.   Term .

(a)   Initial Term .  This Agreement shall have an initial term commencing on the Effective Date and ending at 5pm Houston time on December 31, 2010 (the “Initial Term”); subject, however, to earlier termination as hereinafter provided.

(b)   Automatic Extension .  Unless either the Executive or the Company gives at least ninety (90) days written notice prior to the expiration of the Initial Term, this Agreement shall be automatically extended an additional day so that on each and every day after the end of the Initial Term there shall always be a remaining term of ninety (90) days (the “Extension Period”).  Thereafter, if either the Executive or the Company gives written notice to the other that the term of this Agreement shall not be further so extended, the term of this Agreement shall not further automatically extend after date of receipt of such notice by the receiving party.  The Extension Period is subject to earlier termination as hereinafter provided.  The Initial Term and the Extension Period are collectively referred to herein as the “Term.”

(c)   Expiration v. Termination.   “Expiration” of the Term or words or phrases of similar import refer to the termination of this Agreement due to passage of time.  “Termination” of this Agreement or words or phrases of similar import refer to the termination of this Agreement by either the Executive or the Company as described in Section 15 hereof, but does not include providing notice of no further automatic extension.

(d)   Employment Status .  For the avoidance of doubt, the expiration of the Term shall not, in and of itself, result in the termination of the Executive’s employment with the Company.

3.   Compensation .  As compensation for his services rendered under this Agreement, the Executive shall be entitled to receive for his employment services the following:

(a)   Base Salary .  The Executive shall be paid an annual base salary of at least $296,000 per year, payable in equal monthly installments during the Term, which shall be prorated for any partial employment month.  Such base salary shall be subject to increase, but not decrease, by the Compensation and Human Resources Committee of the Board (the “Committee”) in its sole discretion.

(b)   Bonuses .  During the Term, the Executive shall be eligible for a bonus on the same basis as other members of senior executive officers of the Company based upon criteria established by the Committee.  In the event that this Agreement expires prior to completion of fiscal year 2010, the Executive shall be entitled to receive 100% of the bonus to which he would otherwise be eligible for full fiscal year 2010, notwithstanding the fact that the Agreement may expire prior to the completion of fiscal year 2010.  To the extent the Executive is employed with the Company for any portion of a fiscal year, the Committee shall determine bonus for that portion of such fiscal year based upon the Executive’s individual performance as well the Company’s performance.  To the extent the Executive is not employed with the Company for any portion of a fiscal year, the Committee shall determine bonus for that portion of such fiscal year based only upon the Company’s performance.  Each bonus payment due under this Section 3(b) shall be made to the Executive at the same time as bonuses are paid to other members of senior executive officers of the Company, regardless of whether or not this Agreement expires or is otherwise terminated prior to the payment of such bonuses.

(c)   Long Term Stock Incentives .  The Executive shall be eligible to receive awards of long term stock incentives by the Committee on the same basis as other senior executive officers of the Company.  Such long term stock incentives shall be governed by the terms of the stock incentive plans and the award agreements under which they are granted.  Upon the termination of the Executive’s employment with the Company on or after expiration of the Term, long term stock incentives, all contributions made by the Company for the account of the Executive to any pension, thrift or any other benefit plan, and all other benefits or bonuses which contain vesting or exercisability provisions or restriction periods conditioned upon or subject to the continued employment of the Executive, shall become fully vested and exercisable and any restriction periods shall terminate to the extent allowed by law and the terms of any plans and arrangements governing same and, where applicable and allowable, the Committee shall take such action to effectuate the foregoing; provided, however, that if any such amount, benefit, or payment cannot become fully vested or a restriction period cannot be early terminated pursuant to such plan or arrangement on account of limitations imposed by law or the terms of such plan or arrangement, the Executive shall be entitled, to the extent permitted by law, to receive from the Company an amount in cash payable within 30 days of the date of termination equal to the total amount of benefits or payments which the Executive will have to forfeit pursuant to such plan or arrangement on account of such termination of employment; provided, however, that if at the time of his termination of employment Executive is a “specified employee” under Internal Revenue Code (“IRC”) Section 409A, then payment of such amount shall be delayed until the date six months after Executive’s termination of employment.

(d)   Additional Compensation .  The Executive shall be paid such additional compensation and bonuses, if any, as may be determined by the Committee from time to time, in its sole and absolute discretion.

4.   Benefits.

(a)   During the Term, in addition to the compensation to be paid to the Executive pursuant to Section 3 hereof, the Executive shall be included and entitled to participate in any hospital, surgical, and medical benefit plan, any group term life insurance policy, any disability insurance policy, any pension or profit sharing plan, or any other fringe benefits which may be extended generally to senior executive officers of the Company by the Board from time to time.  The Company agrees that it shall provide such benefits to the Executive on the same basis as the Company makes such benefits available to its senior executive officers from time to time.

5.   Reimbursement of Expenses .  Subject to such reasonable rules and procedures as from time to time are specified by the Company or the Board, the Company shall reimburse the Executive on a timely basis for reasonable business expenses necessarily incurred in the performance of his duties under this Agreement.

6.   Place of Performance .  During the Term, the principal e