# AMENDED AND RESTATEDEMPLOYMENT
AGREEMENT

THIS AMENDED AND RESTATED
EMPLOYMENT AGREEMENT (hereinafter called this Agreement) is entered
into effective as of August 4, 1998 (the Effective Date), by and
between MARINER ENERGY, INC. (hereinafter called Company) and
Michael Wichterich (hereinafter called Employee).

     WHEREAS, (i) the Company
and Employee entered into that certain Employment Agreement dated effective as
of August 4, 1998 (the Original Employment Agreement), and (ii) the
Original Employment Agreement was amended pursuant to (A) that certain First
Amendment to Employment Agreement effective as of October 1, 1999 (the
First Amendment), by and between the Company and Employee, (B) that
certain Second Amendment to Employment Agreement effective as of January 1, 2000
(the Second Amendment), by and between the Company and Employee, and
(C) that certain Third Amendment to Employment Agreement effective as of January
1, 2001 (the Third Amendment), by and between the Company and
Employee (the Original Employment Agreement as amended by the First Amendment,
the Second Amendment and the Third Amendment is referred to herein as the
Employment Agreement); and

     WHEREAS,  Company and Employee desire to amend and restate the Employment Agreement as
hereinafter provided;

     NOW, THEREFORE, in
consideration of the premises and the mutual covenants and agreements herein
contained, the parties hereto agree as follows:

1.     Employment.

| | During
the period from and including the Effective Date through and including December
3, 2001, Company hereby employs Employee as an employee of Company to perform
such duties and responsibilities and act in such capacity as may from time to
time be determined by Company. From and after September 12, 2001, Company hereby
employs Employee to serve as Vice President - Finance and Administration of
Company. The permanent place of Employees employment shall be at a
location within a 50-mile radius of the central business district of the City of
Houston, Texas; provided, however, Employee shall be required to undertake such
ordinary and usual travel as is necessary to properly discharge his duties and
responsibilities hereunder. Employee hereby accepts such employment, and agrees
to serve Company faithfully, diligently and in a good and workmanlike manner.
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2.     Term.

| | The
term of employment hereunder shall be for the period from and including the
Effective Date through and including September 30, 2002, subject, however, to
the provisions of paragraph
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3.     Extension and Termination.

| | 3.1 | If either Employee or Company elects to terminate this Agreement at the end of
the term stated in paragraph 2, or at the end of any extended term hereof as
hereinafter provided, notice of the election to terminate shall be given to the
other party no later than three (3) months before the end of this Agreement. If
no notice is given by either party, the term, or extended term, of this
Agreement shall be deemed to have been extended for an additional three (3)
months.
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| | 3.2 | In the event Company elects to terminate this Agreement as provided in paragraph
3.1 above:                                                                                                                                                                                                                                                                                                                                                                                            

| |  | 3.2.1 | Company shall pay to Employee (a) his salary through the end of such term or
extended term, (b) any Annual Bonus (as defined in Section 19.1) that is payable
to Employee with respect to any year prior to the year in which notice of such
termination is given (it being understood that in determining whether any such
Annual Bonus is payable, Employee shall be deemed to have satisfied any
requirement relating to Employee being employed by Company on any date after
such prior year), (c) on or before the last day of his employment hereunder, and
in lieu of any Annual Bonus with respect to any period or portion thereof after
the year that is prior to the year in which notice of such termination is given,
an amount equal to the product of (i) twenty-five percent (25%), multiplied by
(ii) Employees monthly salary rate for the month immediately preceding the
month in which notice of such termination is given, multiplied by (iii) twelve
(12), multiplied by (iv) a fraction, the numerator of which is the number of
days elapsed in the period from and including January 1 of the year in which the
notice of such termination is given through and including the end of such term
or extended term, and the denominator of which is 365, and (d) any other
benefits provided elsewhere in this Agreement for Employees services
rendered to Company hereunder through the end of such term or extended term.
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| |  | 3.2.2 | Company shall pay to Employee, on or before the last day of his employment
hereunder, a lump sum cash payment equal to the sum of (a) three (3)
months salary at Employees monthly rate for the month immediately
preceding the month in which Company elects to terminate this Agreement, plus
(b) twenty-five percent (25%) of the amount described in clause (a) of this
sentence.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  | 3.2.3 | Company shall pay to Employee, on or before the last day of his employment
hereunder, a lump sum cash payment for all (a) vacation time carried forward
from a previous year in accordance with paragraph 8, and (b) all earned and
unused vacation time for the then current year. Earned vacation time shall, for
the purpose of this paragraph, be calculated by dividing the number of days in
the calendar year which have transpired by 365, and then multiplying the result
by the number of vacation days to which Employee is entitled for that year
pursuant to paragraph 8.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

| | 3.3 | In the event Employee elects to terminate this Agreement as provided in
paragraph 3.1 above:
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| |  | 3.3.1 | Employee agrees to serve to the end of the term, or extended term hereof, unless
waived by Company.                                                 
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| |  | 3.3.2 | The provisions of paragraphs 3.2.1 and 3.2.3 shall be applicable, but Employee
shall not be entitled to the payment provided for in paragraph 3.2.2.

| | 3.4 | Company may at its option consent to a request by Employee to terminate this
Agreement at a time other than that stated in paragraph 2, as extended, in which
case the date requested by Employee and agreed to by Company will be the end of
the term of this Agreement and the provisions of paragraph 3.3 shall be
applicable (it being understood that in applying the provisions of paragraph
3.3, any provision of paragraph 3.2.1 that refers to notice of such
termination is given shall be deemed to refer to the giving of such
consent by Company).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
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| | 3.5 | Company may terminate this Agreement for Cause (as hereinafter
defined in this paragraph 3.5) upon written notice of such termination to
Employee by Company. Any termination of this Agreement by Company for Cause
shall be effective thirty (30) days after written notice of termination for
Cause is given by Company to Employee. If Company terminates this Agreement for
Cause, Company shall have no liability or obligation to Employee thereafter
under this Agreement except for the payment of his salary and other benefits
through the month of discharge, prorated in the case of salary for the month of
discharge on a daily basis to the date of termination. As used in this
Agreement, the term Cause means (a) Employee is found guilty of,
admits in writing facts amounting to, or is held civilly liable for fraud,
embezzlement or dishonesty, (b) Employee is convicted of a felony involving
a crime of moral turpitude or any other felony if the Board of Directors of the
Company in good faith determines that the continued employment of the Employee
would be materially detrimental to the Company (in any case which felony through
lapse of time or otherwise is not subject to appeal), (c) Employee knowingly
discloses trade secrets or confidential Company matters to unauthorized persons,
(d) Employee willfully breaches or habitually neglects any duties he is required
to perform under the terms of this Agreement and any such breach or neglect is
not cured within thirty (30) days after Company has provided Employee with
written notice of such breach or neglect, (e) Employee materially breaches any
of the other material terms of this Agreement and any such breach is not cured
within thirty (30) days after the Company has provided Employee with written
notice of such breach, and (f) the occurrence of an action or finding described
in paragraph 15, except as otherwise provided in paragraph 15. The waiver by
Company of a breach of any provision of this Agreement by Employee shall not
operate or be construed as a waiver of any subsequent breach by Employee.
| | 3.6 | In the event Company terminates this Agreement or discharges Employee other than
as provided in paragraphs 3.1, 3.4 or 3.5 above, Employee shall be entitled to
receive on the date of such termination or discharge:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

| |  | 3.6.1 | A lump sum cash payment equal to the sum of (a) Employees salary, at
Employees monthly rate for the month immediately preceding the month in
which such termination or discharge occurs, for the unexpired portion of the
term or extended term hereof, plus (b) any Annual Bonus that is payable to
Employee with respect to any year prior to the year in which the date of such
termination or discharge occurs (it being understood that in determining whether
any such Annual Bonus is payable, Employee shall be deemed to have satisfied any
requirement relating to Employee being employed by Company on any date after
such prior year), plus (c) in lieu of any Annual Bonus with respect to any
period or portion thereof after the year that is prior to the year in which the
date of such termination or discharge occurs, an amount equal to the product of
(i) twenty-five percent (25%), multiplied by (ii) Employees monthly salary
rate for the month immediately preceding the month in which the date of such
termination or discharge occurs, multiplied by (iii) twelve (12), multiplied by
(iv) a fraction, the numerator of which is the number of days elapsed in the
period from and including January 1 of the year in which the date of such
termination or discharge occurs through and including the end of the unexpired
portion of the term or extended term hereof, and the denominator of which is
365.
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| |  | 3.6.2 | The payments and other benefits provided for in paragraphs 3.2.2 and 3.2.3
hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

| | 3.7 | In the event Employee terminates this Agreement for Good Reason (as
defined in paragraph 3.9), and prior to such termination Employee has not
terminated this Agreement under paragraph 3.1 hereof, Employee shall be entitled
to receive from Company on the date of such termination:
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| |  | 3.7.1 | A lump sum cash payment equal to the sum of (a) Employees salary, at
Employees monthly rate in effect at the effective time of such termination
(but prior to giving effect to any reduction therein which precipitated such
termination), for the unexpired portion of the term or extended term hereof
plus, (b) any Annual Bonus that is payable to Employee with respect to any year
prior to the year in which the date of such termination occurs (it being
understood that in determining whether any such Annual Bonus is payable,
Employee shall be deemed to have satisfied any requirement relating to Employee
being employed by Company on any date after such prior year), plus (c) in lieu
of any Annual Bonus with respect to any period or portion thereof after the year
that is prior to the year in which the date of such termination occurs, an
amount equal to the product of (i) twenty-five percent (25%), multiplied by (ii)
Employees monthly salary rate for the month immediately preceding the
month in which the date of such termination occurs (but prior to given effect to
any reduction therein which precipitated such termination), multiplied by (iii)
twelve (12), multiplied by (iv) a fraction, the numerator of which is the number
of days elapsed in the period from and including January 1 of the year in which
the date of such termination occurs through and including the end of the
unexpired portion of the term or extended term hereof, and the denominator of
which is 365.
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| |  | 3.7.2 | A lump sum cash payment equal to the sum of (a) three (3) months salary,
at Employees rate in effect at the time of such termination (but prior to
giving effect to any reduction therein which precipitated such termination),
plus (b) twenty-five percent (25%) of the amount described in clause (a) of
this sentence.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  | 3.7.3 | The payments and other benefits provided for in paragraph 3.2.3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

| | 3.8 | Any termination of this Agreement by Employee for Good Reason shall be effective
thirty (30) days after written notice of termination for Good Reason is given by
Employee to Company
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| | 3.9 | As used in this Agreement, the term Good Reason means any one or
more of the following events has occurred:                                                                        

| |  | 3.9.1 | The assignment to Employee of any duties materially inconsistent with
Employees position (including office, title and reporting requirements),
authority, duties or responsibilities with Company or any other action that
results in a material diminution in, or interference with, such position,
authority, duties or responsibilities, and any such assignment or action is not
cured within thirty (30) days after Employee has provided Company with written
notice of such assignment or action;                                                                                                                                                                                                                                                                     
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| |  | 3.9.2 | The failure to continue to provide Employee with office space, related
facilities and support personnel (including, but not limited to, administrative
and secretarial assistance) (a) that are both commensurate with Employees
responsibilities to and position with Company and not materially dissimilar to
the office space, related facilities and support personnel provided to other
employees of Company having comparable responsibility to that of Employee or (b)
that are physically located at Companys principal executive offices, and
any such failure is not cured within thirty (30) days after Employee has
provided Company with written notice of such failure;                                                                                       
| |  | 3.9.3 | Any (a) reduction in Employees monthly salary as established in paragraph
5 (including subsequent increases), (b) reduction in, or failure to allow or
continue Employees participation in, any employee benefit plan or program
(except when such benefit plan or program is replaced with another benefit plan,
program or arrangement that provides Employee, in the aggregate, with reasonably
comparable benefits) in which Employee is participating or is eligible to
participate prior to such reduction or failure (other than as a result of the
expiration of such plan or program), and any such reduction, discontinuance or
failure is not cured within thirty (30) days after Employee has provided Company
with written notice of such reduction or failure;
| |  | 3.9.4 | The relocation of Employees or Companys principal office and
principal place of Employees performance of his duties and
responsibilities to a location more than 50 miles outside of the central
business district of the City of Houston, Texas; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  | 3.9.5 | A breach of any material provision of this Agreement by Company (other than any
breach described in paragraphs 3.9.1, 3.9.2, 3.9.3, and 3.9.4) which is not
cured within thirty (30) days after Employee has provided Company with written
notice of such breach.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

4.         Confidential Information.

| | 4.1 | Employee agrees that he will, during the term of this Agreement, and for a
period of four (4) years from the date of termination of his employment
hereunder, keep secret and confidential and not disclose to any party not a
party to this Agreement, land or lease data, geological or geophysical data,
well data or any other information which he may receive as a result of the
performance of his duties hereunder, except when disclosure is necessary for the
performance of his duties to Company hereunder. This paragraph shall not apply
to information that is in the public domain through no action of Employee.
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| | 4.2 | Upon termination of his employment hereunder, Employee shall promptly deliver to
Company all written information and documents (whether confidential or not), and
all copies thereof, relating to Companys business and activities and which
are in the possession of or under the control of Employee.                                                                                                                                                                                                                                                                                                                         

5.         Salary.

| | 5.1 | As compensation for his services rendered to Company hereunder for the period
August 4, 1998  ̄ December 31, 1999, Company shall pay to Employee a salary
at the rate of $8,333.33 per month.                                                                                                                                                                                                                                                  
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| | 5.2 | As compensation for his services rendered to Company hereunder for the period
January 1, 2000  ̄ December 31, 2000, Company shall pay to Employee a salary
at the rate of $9,583.33 per month.                                                                                                                                                                                                                                                 
| | 5.3 | As compensation for his services rendered to Company hereunder for the period
January1, 2001  ̄ August 31, 2001, Company shall pay to Employee a salary at
the rate of $10,458.33 per month.                                                                                                                                                                                                                                                   
| | 5.4 | As compensation for his services rendered to Company hereunder on and after
September 1, 2001, Company shall pay to Employee a salary at the rate of
$12,500.00 per month.                                                                                                                                                                                                                                                                    
| | 5.5 | Employees salary may be reviewed at such times as may be determined by
Company, and Company may at its discretion increase this salary. Employees
salary shall be paid in two equal monthly installments, payable on the fifteenth
and last days of each month (or on the first business day of Company thereafter
if any such payment date is not a business day of Company), subject to any and
all necessary withholdings and deductions.

6.         Automobile Allowance.

| | Company
agrees to pay an automobile allowance of $250.00 per month to Employee. In
addition to such monthly allowance, Company shall pay, in accordance with
Company policy, for all gasoline, insurance and maintenance required for use of
the automobile.
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7.         Business Expenses.

| | Employee
is authorized to incur reasonable business expenses in accordance with
Companys policies as may be established from time to time for promoting
the business of Company, including expenditures for entertainment and travel.
Company shall reimburse Employee from time to time for all such business
expenses in accordance with those policies adopted by Company which include, but
are not limited to, the requirement that Employee timely present to Company:
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| | 7.1 | The amount of the expenditure;                                                                                                 
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| | 7.2 | The time, place and description of the expense;                                                                                
| | 7.3 | The business reason for the expenditure and business benefit derived or
                  expected to be derived therefrom; and
| | 7.4 | The name and occupation of the person or persons entertained to establish the
business relationship with Company.              

| | With respect to any
reimbursable business expense contemplated above exceeding twenty-five dollars
($25.00), Employee will furnish documentary evidence of such expense to Company.
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8.         Vacation.

| | Employee
shall be entitled to an annual vacation leave of twenty (20) days per calendar
year at full pay. The timing and use of such vacation days shall be requested by
Employee and approved by Company in accordance with its policy. Up to five (5)
days of vacation leave may be carried over from one calendar year to the next
calendar year. Employee shall not be entitled to receive payment in lieu of
unused vacation time except as otherwise provided herein. With prior approval,
vacation may be deferred if business matters keep Employee from taking his
normal vacation.
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9.         Insurance.

| | Employee
shall be eligible for participation in such insurance programs as Company shall
institute from time to time covering medical and dental expenses and such life
and accidental death and dismemberment insurance programs as Company shall
institute from time to time. Payment of premiums for such coverages shall be in
accordance with Company policy covering all employees as may be established from
time to time by Company. Employee shall also be eligible for participation in
such retirement, pension, deferred compensation and other benefit programs the
Company shall initiate from time to time.
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10.       Outside Activities.

| | During
the term or extended term of this Agreement, Employee shall devote all of his
working time, energy and talents to the due discharge and performance of his
duties hereunder, at the direction and subject to the control of Company, and
shall perform such services and duties as shall reasonably be required from him
from time to time by Company. Employee agrees that he will not knowingly become
involved in a conflict of interest with Company or its subsidiaries, or upon
discovery thereof, allow such a conflict to continue. Moreover, Employee agrees
to provide Company a statement of all other directorships Employee holds, with a
brief description of the business activities of each organization. This
statement shall be provided on or before December 31 of each year. If, in the
opinion of Company, a conflict of interest exists between Company (and its
affiliates) and the organization in which the Employee holds a directorship,
Company can require Employee to resign the outside directorship.
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11.        Right to Invest.

| | Nothing
in this Agreement is intended or shall be construed to limit Employees
right (i) to engage in passive personal investments, including, but not limited
to, holding as an investment not more than five percent (5%) of any class of the
issued and outstanding and publicly traded (on a recognized national or regional
securities exchange or in the over-the-counter market) capital stock or other
securities of any corporation or other entity that conducts activities that
compete with the business of Company or any affiliate of Company; or (ii) to
invest, individually or with others, in oil and gas prospects, subject, however,
in the case of oil and gas prospects to the following conditions:
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| | 11.1 | Company must have first had the right and opportunity to purchase all of the
interest in any prospect made available to Employee, even if this would preclude
Employees participation.                                                                                                                                                                                                                    
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| | 11.2 | Company must have made known its election either to participate in less than the
full interest made available to Employee and have no desire to acquire an
additional interest, or declined to participate at all in the prospect. If
Company elects to participate in less than the full interest made available to
Employee, Employee may invest in the portion of such interest not acquired by
Company.
| | 11.3 | Employee must purchase his interest in the oil and gas prospect on terms which
are no more favorable than those made available to Company.                                                                                                                                                                                                                                                                 

12.      Disability During Employment.

| | If
Employee shall become unable to perform his duties by reason of disability, he
shall be entitled to receive, in addition to any insurance benefits he may
receive, all of his salary for the first one (1) month of his disability, and
one-half (1⁄2) of his salary for the next three (3) months of disability.
Periods of disability shall not be cumulative so long as they are separated by
at least ninety (90) days of continuous service.
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| | The
term disability shall mean disability which, in the opinion of a
doctor satisfactory to Company, renders Employee unable to perform his duties
hereunder as evidenced by such doctors certificate. The date disability
commences shall be the date Employee first absents himself from work during a
continuous period of disability.                                                                                                      

13.      Merger or Acquisition.

| | In
the event Company should be acquired by or merged into another company, by
signature of Companys authorized representatives, Company hereby agrees
that this Employment Agreement shall be binding upon Company, its successors and
assigns, and shall be disclosed to any party considering merger with, or
acquisition of, Company.
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14.      Arbitration.

| | 14.1 | If a dispute arises out of or related to this Agreement and the dispute cannot
be settled through direct discussions, Company and Employee agree that they
shall first endeavor to settle the dispute in an amicable fashion. If such
efforts fail to resolve the dispute, the dispute shall, except as otherwise
provided in paragraph 17, be resolved as follows:
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| |  | 14.1.1 | Except as provided in paragraph 14.1.2 below, any and all claims, demands, cause
of action, disputes, controversies, and other matters in question arising out of
or relating to this Agreement, any provision hereof, the alleged breach thereof,
or in any way relating to the subject matter of this Agreement, involving
Company, Employee, and/or their respective representatives, even though some or
all of such claims allegedly are extracontractual in nature, whether such claims
sound in contract, tort, or otherwise, at law or in equity, under state or
federal law, whether provided by statute or the common law, for damages or any
other relief, shall be resolved by binding arbitration pursuant to the Federal
Arbitration Act in accordance with the Commercial Arbitration Rules then in
effect with the American Arbitration Association (the AAA). The
arbitration proceeding shall be conducted in Houston, Texas. The arbitration may
be initiated by either party by providing to the other a written notice of
arbitration specifying the claims, and the parties shall thereafter endeavor to
agree on an arbitrator. If within thirty (30) days of the notice of initiation
of the arbitration procedure, the parties are unable to agree on an arbitrator,
the party requesting arbitration shall file a request with the AAA that the
Houston, Texas office of the AAA provide a list of potential arbitrators to both
parties. The parties shall thereafter have sixty (60) days to select an
arbitrator from such list, with such selection to be by mutual agreement. If the
parties fail to select an arbitrator within such time by mutual agreement, then
either party may request that the Chief Judge of the U.S. District Court for the
Southern District of Texas appoint an arbitrator, and any such appointment shall
be binding. The arbitrator, utilizing the Commercial Arbitration Rules of the
American Arbitration Association, shall within 120 days of his or her selection,
resolve all disputes between the parties. There shall be no transcript of the
hearings before the arbitrator. The arbitrators decision shall be in
writing, but shall be as brief as possible. The arbitrator shall not assign the
reasons for his or her decision. The arbitrators decision shall be final
and non-appealable to the maximum extent permitted by law. Judgment upon any
award rendered in any such arbitration proceeding may be entered by any federal
or state court having jurisdiction. This agreement to arbitrate shall be
enforceable in either federal or state court. The enforcement of this agreement
to arbitrate and all procedural aspects of this agreement to arbitrate,
including but not limited to, the construction and interpretation of this
agreement to arbitrate, the issues subject to arbitration (i.e., arbitrability),
the scope of the arbitrable issues, allegations of waiver, delay or defenses to
arbitrability, and the rules governing the conduct of the arbitration, shall be
governed by and construed pursuant to the Federal Arbitration Act and shall be
decided by the arbitrator. In deciding the substance of any such claims, the
arbitrator shall apply the substantive laws of the State of Texas (excluding
Texas choice-of-law principles that might call for the application of some other
States law); provided, however, it is expressly agreed that the arbitrator
shall have no authority to award treble, exemplary, or punitive damages under
any circumstances regardless of whether such damages may be available under
Texas law, the parties hereby waiving their right, if any, to recover treble,
exemplary, or punitive damages in connection with any such claims.
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| |  | 14.1.2 | Notwithstanding the agreement to arbitrate contained in paragraph 14.1.1
above, in the event that either party wishes to seek a temporary restraining
order, a preliminary or temporary injunction, or other injunctive relief in
connection with any or all such claims, demands, cause of action, disputes,
controversies, and other matters in question arising out of or relating to this
Agreement, any provision hereof, the alleged breach thereof, or in any way
relating to the subject matter of this Agreement, involving Company, Employee,
and/or their respective representatives, including disputes arising out of a
breach or alleged breach of paragraph 4 or 20, even though some
or all of such claims allegedly are extra-contractual in nature, whether such
claims sound in contract, tort, or otherwise, at law or in equity, under state
or federal law, whether provided by statute or the common law, for damages or
any other relief, each party shall have the right to pursue such injunctive
relief in court, rather than by arbitration. The parties agree that such action
for a temporary restraining order, a preliminary or temporary injunction, or
other injunctive relief will be brought in the State or federal courts residing
in Houston, Harris County, Texas.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

| | 14.2 | The Company shall pay all costs and expenses of Company and Employee (including,
but not limited to, attorneys fees, the fees of the arbitrator and the AAA
and any other related costs) for any arbitration proceeding or legal action;
provided, however, that if in any such arbitration proceeding or legal action,
the arbitrator or court, respectively, determines that Employee has prosecuted
or defended any issue in such proceeding or action in bad faith, the arbitrator
or court, respectively, may allocate the portion of such costs and expenses
relating to such issue between the parties in any other manner deemed fair,
equitable and reasonable by the arbitrator or court, respectively.
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15.      Foreign Corrupt Practices Act.

| | Employee
shall at all times comply with the United States Foreign Corrupt Practices Act,
generally codified in 15 USC 78 (FCPA), as the FCPA may hereafter be amended,
and/or its successor statutes. If Employee pleads guilty to or nolo contendere
or admits civil or criminal liability under the FCPA, or if a court finds that
Employee committed an action resulting in any Company entity having civil or
criminal liability or responsibility under the FCPA with knowledge of the
activities giving rise to such liability or knowledge of facts from which
Employee should have reasonably inferred the activities giving rise to liability
had occurred or were likely to occur, such action or finding shall constitute
Cause for termination by Company under paragraph 3.5 of this Agreement unless
Companys Board of Directors determines that the actions found to be in
violation of the FCPA were taken in good faith and in compliance with all
applicable policies of Company.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

16.      Survival.

| | The
provisions of paragraphs 4 and 20 shall survive any termination of the
employment relationship and/or of this Agreement for the periods stated therein.
The provisions of paragraph 14 relating to arbitration shall survive any
termination of the employment relationship between Employee and Company and the
termination of this Agreement. Amounts, compensation, rights and benefits which
Employee is entitled to receive or have accrued to Employee under this Agreement
or under any plan, program, arrangement, agreement or policy of or with Company
or any of its affiliates before, at or subsequent to the termination of the
employment relationship between Employee and Company or the termination of this
Agreement shall not be superseded and shall survive any such termination.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

17.      Certain Additional Payments by Company.

| | 17.1 | Anything in this Agreement to the contrary notwithstanding, in the event it
shall be determined that any payment or distribution by Company or any of its
affiliates to or for the benefit of Employee, whether paid or payable or
distributed or distributable pursuant to the terms of this Agreement or
otherwise (any such payments or distributions being individually referred to
herein as a Payment, and any two or more of such payments or
distributions being referred to herein as Payments), would be
subject to the excise tax imposed by Section 4999 of the Internal Revenue Code
of 1986, as amended (the Code) (such excise tax, together with any
interest thereon, any penalties, additions to tax, or additional amounts with
respect to such excise tax, and any interest in respect of such penalties,
additions to tax or additional amounts, being collectively referred herein to as
the Excise Tax), then Employee shall be entitled to receive an
additional payment or payments (individually referred to herein as a
Gross-Up Payment and any two or more of such additional payments
being referred to herein as Gross-Up Payments) in an amount such
that after payment by Employee of all taxes (as defined in paragraph 17.11)
imposed upon the Gross-Up Payment, Employee retains an amount of such Gross-Up
Payment equal to the Excise Tax imposed upon the Payments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 17.2 | Subject to the provisions of paragraph 17.3 through 17.11, any determination
(individually, a Determination) required to be made under this
paragraph 17, including whether a Gross-Up Payment is required and the amount of
such Gross-Up Payment, shall initially be made, at Companys expense, by
nationally recognized tax counsel mutually acceptable to Company and Employee
(Tax Counsel). Tax Counsel shall provide detailed supporting legal
authorities, calculations, and documentation both to Company and Employee within
15 business days of the termination of Employees employment, if
applicable, or such other time or times as is reasonably requested by Company or
Employee. If Tax Counsel makes the initial Determination that no Excise Tax is
payable by Employee with respect to a Payment or Payments, it shall furnish
Employee with an opinion reasonably acceptable to Employee that no Excise Tax
will be imposed with respect to any such Payment or Payments. Employee shall
have the right to dispute any Determination (a Dispute) within 15
business days after delivery of Tax Counsels opinion with respect to such
Determination. The Gross-Up Payment, if any, as determined pursuant to such
Determination shall be paid by Company to Employee within five business days of
Employees receipt of such Determination. The existence of a Dispute shall
not in any way affect Employees right to receive the Gross-Up Payment in
accordance with such Determination. If there is no Dispute, such Determination
shall be binding, final and conclusive upon Company and Employee, subject in all
respects, however, to the provisions of paragraph 17.3 through 17.11 below. As a
result of the uncertainty in the application of Sections 4999 and 280G of the
Code, it is possible that Gross-Up Payments (or portions thereof) which will not
have been made by Company should have been made (Underpayment), and
if upon any reasonable written request from Employee or Company to Tax Counsel,
or upon Tax Counsels own initiative, Tax Counsel, at Companys
expense, thereafter determines that Employee is required to make a payment of
any Excise Tax or any additional Excise Tax, as the case may be, Tax Counsel
shall, at Companys expense, determine the amount of the Underpayment that
has occurred and any such Underpayment shall be promptly paid by Company to
Employee.
| | 17.3 | Company shall defend, hold harmless, and indemnify Employee on a fully
grossed-up after tax basis from and against any and all claims, losses,
liabilities, obligations, damages, impositions, assessments, demands,
judgements, settlements, costs and expenses (including reasonable
attorneys, accountants, and experts fees and expenses) with
respect to any tax liability of Employee resulting from any Final Determination
(as defined in paragraph 17.10) that any Payment is subject to the Excise Tax.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | 17.4 | If a party hereto receives any written or oral communication with respect to any
question, adjustment, assessment or pending or threatened audit, examination,
investigation or administrative, court or other proceeding which, if pursued
successfully, could result in or give rise to a claim by Employee against
Company under this paragraph 17 (Claim), including, but not limited
to, a claim for indemnification of Employee by Company under paragraph 17.3,
then such party shall promptly notify the other party hereto in writing of such
Claim (Tax Claim Notice).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | 17.5 | If a Claim is asserted against Employee (Employee Claim), Employee
shall take or cause to be taken such action in connection with contesting such
Employee Claim as Company shall reasonably request in writing from time to time,
including the retention of counsel and experts as are reasonably designated by
Company (it being understood and agreed by the parties hereto that the terms of
any such retention shall expressly provide that Company shall be solely
responsible for the payment of any and all fees and disbursements of such
counsel and any experts) and the execution of powers of attorney,
provided that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

| |  | 17.5.1 | within 30 calendar days after Company receives or delivers, as the case may be,
the Tax Claim Notice relating to such Employee Claim (or such earlier date that
any payment of the taxes claimed is due from Employee, but in no event sooner
than five calendar days after Company receives or delivers such Tax Claim
Notice), Company shall have notified Employee in writing (Election
Notice) that Company does not dispute its obligations (including, but not
limited to, its indemnity obligations) under this Agreement and that Company
elects to contest, and to control the defense or prosecution of, such Employee
Claim at Companys sole risk and sole cost and expense; and                                                                                                                                                          
| |  | ------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 17.5.2 | Company shall have advanced to Employee on an interest-free basis, the total
amount of the tax claimed in order for Employee, at Companys request, to
pay or cause to be paid the tax claimed, file a claim for refund of such tax
and, subject to the provisions of the last sentence of paragraph 17.7, sue for a
refund of such tax if such claim for refund is disallowed by the appropriate
taxing authority (it being understood and agreed by the parties hereto that
Company shall only be entitled to sue for a refund and Company shall not be
entitled to initiate any proceeding in, for example, United States Tax Court)
and shall indemnify and hold Employee harmless, on a fully grossed-up after tax
basis, from any tax imposed with respect to such advance or with respect to any
imputed income with respect to such advance; and
| |  | 17.5.3 | Company shall reimburse Employee for any and all costs and expenses resulting
from any such request by Company and shall indemnify and hold Employee harmless,
on fully grossed-up after-tax basis, from any tax imposed as a result of such
reimbursement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

| | 17.6  | Subject to the provisions of paragraph 17.5 hereof, Company shall have the right
to defend or prosecute, at the sole cost, expense and risk of Company, such
Employee Claim by all appropriate proceedings, which proceedings shall be
defended or prosecuted diligently by Company to a Final Determination;
provided, however, that (i) Company shall not, without
Employees prior written consent, enter into any compromise or settlement
of such Employee Claim that would adversely affect Employee, (ii) any request
from Company to Employee regarding any extension of the statute of limitations
relating to assessment, payment, or collection of taxes for the taxable year of
Employee with respect to which the contested issues involved in, and amount of,
the Employee Claim relate is limited solely to such contested issues and amount,
and (iii) Companys control of any contest or proceeding shall be limited
to issues with respect to the Employee Claim and Employee shall be entitled to
settle or contest, in his sole and absolute discretion, any other issue raised
by the Internal Revenue Service or any other taxing authority. So long as
Company is diligently defending or prosecuting such Employee Claim, Employee
shall provide or cause to be provided to Company any information reasonably
requested by Company that relates to such Employee Claim, and shall otherwise
cooperate with Company and its representatives in good faith in order to contest
effectively such Employee Claim. Company shall keep Employee informed of all
developments and events relating to any such Employee Claim (including, without
limitation, providing to Employee copies of all written materials pertaining to
any such Employee Claim), and Employee or his authorized representatives shall
be entitled, at Employees expense, to participate in all conferences,
meetings and proceedings relating to any such Employee Claim.
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 17.7  | If, after actual receipt by Employee of an amount of a tax claimed (pursuant to
an Employee Claim) that has been advanced by Company pursuant to paragraph
17.5.2 hereof, the extent of the liability of Company hereunder with respect to
such tax claimed has been established by a Final Determination, Employee shall
promptly pay or cause to be paid to Company any refund actually received by, or
actually credited to, Employee with respect to such tax (together with any
interest paid or credited thereon by the taxing authority and any recovery of
legal fees from such taxing authority related thereto), except to the extent
that any amounts are then due and payable by Company to Employee, whether under
the provisions of this Agreement or otherwise. If, after the receipt by Employee
of an amount advanced by Company pursuant to paragraph 17.5.2, a determination
is made by the Internal Revenue Service or other appropriate taxing authority
that Employee shall not be entitled to any refund with respect to such tax
claimed and Company does not notify Employee in writing of its intent to contest
such denial of refund prior to the expiration of 30 days after such
determination, then such advance shall be forgiven and shall not be required to
be repaid and the amount of such advance shall offset, to the extent thereof,
the amount of any Gross-Up Payments and other payments required to be paid
hereunder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | 17.8  | With respect to any Employee Claim, if Company fails to deliver an Election
Notice to Employee within the period provided in paragraph 17.5.1 hereof or,
after delivery of such Election Notice, Company fails to comply with the
provisions of paragraph 17.5.2, 17.5.3 or 17.6 hereof, then Employee shall at
any time thereafter have the right (but not the obligation), at his election and
in his sole and absolute discretion, to defend or prosecute, at the sole cost,
expense and risk of Company, such Employee Claim. Employee shall have full
control of such defense or prosecution and such proceedings, including any
settlement or compromise thereof. If requested by Employee, Company shall
cooperate, and shall cause its affiliates to cooperate, in good faith with
Employee and his authorized representatives in order to contest effectively such
Employee Claim. Company may attend, but not participate in or control, any
defense, prosecution, settlement or compromise of any Employee Claim controlled
by Employee pursuant to this paragraph 17.8 and shall bear its own costs and
expenses with respect thereto. In the case of any Employee Claim that is
defended or prosecuted by Employee, Employee shall, from time to time, be
entitled to current payment, on a fully grossed-up after tax basis, from Company
with respect to costs and expenses incurred by Employee in connection with such
defense or prosecution.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | 17.9  | In the case of any Employee Claim that is defended or prosecuted to a Final
Determination pursuant to the terms of this paragraph 17.9, Company shall pay,
on a fully grossed-up after tax basis, to Employee in immediately available
funds the full amount of any taxes arising or resulting from or incurred in
connection with such Employee Claim that have not theretofore been paid by
Company to Employee, together with the costs and expenses, on a fully grossed-up
after tax basis, incurred in connection therewith that have not theretofore been
paid by Company to Employee, within ten calendar days after such Final
Determination. In the case of any Employee Claim not covered by the preceding
sentence, Company shall pay, on a fully grossed-up after tax basis, to Employee
in immediately available funds the full amount of any taxes arising or resulting
from or incurred in connection with such Employee Claim at least ten calendar
days before the date payment of such taxes is due from Employee, except where
payment of such taxes is sooner required under the provisions of this paragraph
17.9, in which case payment of such taxes (and payment, on a fully grossed-up
after tax basis, of any costs and expenses required to be paid under this
paragraph 17.9 shall be made within the time and in the manner otherwise
provided in this paragraph 17.9.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | 17.10 | For purposes of this Agreement, the term Final Determination shall
mean (A) a decision, judgment, decree or other order by a court or other
tribunal with appropriate jurisdiction, which has become final and
non-appealable; (B) a final and binding settlement or compromise with an
administrative agency with appropriate jurisdiction, including, but not limited
to, a closing agreement under Section 7121 of the Code; (C) any disallowance of
a claim for refund or credit in respect to an overpayment of tax unless a suit
is filed on a timely basis; or (D) any final disposition by reason of the
expiration of all applicable statutes of limitations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | 17.11 | For purposes of this Agreement, the terms tax and taxes
mean any and all taxes of any kind whatsoever (including, but not limited to,
any and all Excise Taxes, income taxes, and employment taxes), together with any
interest thereon, any penalties, additions to tax, or additional amounts with
respect to such taxes and any interest in respect of such penalties, additions
to tax, or additional amounts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

18.      No Obligation to Mitigate.

| | Employee
shall not be required to mitigate the amount of any payment or other benefit
required to be paid to Employee pursuant to this Agreement, whether by seeking
other employment or otherwise; nor shall the amount of any such payment or other
benefit be reduced on account of any compensation earned by Employee as a result
of employment by another person or entity.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

19.      Annual Bonus; Stock Options.

| | 19.1 | In addition to the salary provided for in paragraph 5 hereof (the Base
Salary), and subject to the provisions of paragraph 3 of this Agreement,
Employee shall be eligible to receive, for each calendar year or portion thereof
occurring during the term of this Agreement, an annual cash bonus based on
performance (the Annual Bonus) in an amount up to twenty-five
percent (25%) of the Base Salary for such calendar year or portion thereof (or
such greater percentage of such Base Salary as the Board of Directors or the
Committee may, in its discretion, determine) upon approval of such Annual Bonus
by the Board of Directors of Company (the Board of Directors) or a
committee of the Board of Directors designated by the Board of Directors (the
Committee). Subject to the provisions of paragraph 3 of this
Agreement, (i) the amount of any such Annual Bonus shall be determined by the
Board of Directors or the Committee, as the case may be, in accordance with the
cash incentive compensation program of Company in effect with respect to such
determination, and (ii) the Annual Bonus shall be paid to Employee, less such
amounts as shall be required to be deducted or withheld therefrom by applicable
law and regulations, at such time or times as is in accordance with the then
prevailing policy of Company relating to cash incentive compensation payments.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 19.2 | As of the Effective Date, Company shall, or shall cause Mariner Holdings Inc.
to, grant to Employee stock options for 571 shares of the common stock of
Mariner Holdings, Inc. (Parent Common Stock) pursuant to the Mariner
Holdings Inc. 1996 Stock Option Plan. To the fullest extent possible, the
options granted to Employee shall be incentive stock options, and otherwise
shall be non-qualified stock options. The terms, conditions and restrictions
with regard to such stock options shall be evidenced by an Incentive Stock
Option Agreement, substantially in the form attached hereto as Exhibit A,
which are incorporated herein by reference and their terms, conditions and
restrictions shall be considered a part of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

20.      Noncompetition Obligations.

| | 20.1 | As part of the consideration for the compensation and benefits to be paid to
Employee hereunder, and as an additional incentive for Company to enter into
this Agreement, Company and Employee agree to the non-competition obligations
hereunder. Employee will not, directly or indirectly for Employee or for others:
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 20.1.1 | in any geographic area or market where Company or any of its subsidiaries are
conducting any business as of the date of termination of the employment
relationship or have during the previous twelve months conducted such business,
engage in any business competitive with any such business; or                                                                    
| |  | ------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 20.1.2 | in any geographic area or market where Employee knew Company contemplated
entering any business as of the date of termination of the employment
relationship, but only if Company had, as of such date, invested significant
resources toward entering into such business in such geographic area or market,
engage in any business competitive with any such business;
| |  | 20.1.3 | render advice or services to, or otherwise assist, any other person,
association, or entity who is engaged, directly or indirectly, in any business
competitive with Companys business within the parameters described in
paragraphs 20.1.1 and 20.1.2 above with respect to such competitive business; or                                                            
| |  | 20.1.4 | induce any employee of Company or any of its subsidiaries to terminate his or
her employment with Company or its subsidiaries, or hire or assist in the hiring
of any such employee by any person, association, or entity not affiliated with
Company.                                                                                                                 

| |      | These
non-competition obligations shall commence upon the date of execution of this
Agreement and extend until the earlier of (a) the expiration of the term of this
Agreement (or any extended term) or (b) six (6) months after termination of the
employment relationship; provided, however, that notwithstanding anything
contained in this paragraph 20 to the contrary, such obligations shall only
apply after the termination of employment if the termination of employment
results from termination for Cause by Company under paragraph 3.5 or voluntary
termination without Good Reason by Employee (it being understood and agreed that
termination of this Agreement by Employee under paragraph 3.1 shall not, for
purposes of this paragraph 20, constitute voluntary termination without Good
Reason by Employee).                                                                                                                                                                             
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 20.2 | Employee understands that the foregoing restrictions may limit Employees
ability to engage in certain businesses anywhere in the world during the period
provided for above, but acknowledges that Employee will receive sufficiently
high enumeration and other benefits under this Agreement to justify such
restriction. Employee acknowledges that money damages would not be sufficient
remedy for any breach of this Article by Employee, and Company shall be entitled
to enforce the provisions of this Agreement and/or to specific performances and
injunctive relief as remedies for such breach or any threatened breach. Such
remedies shall not be deemed the exclusive remedies for a breach of this
Article, but shall be in addition to all remedies available at law or in equity
to Company, including, without limitation, the recovery of damages from Employee
and Employees agents involved in such breach and remedies available to
Company pursuant to other agreements with Employee.
| | 20.3 | It is expressly understood and agreed that Company and Employee consider the
restrictions contained in this paragraph 20 to be reasonable and necessary.
Nevertheless, if any of the aforesaid restrictions are found by a court having
jurisdiction to be unreasonable, or overly broad as to geographic area or time,
or otherwise unenforceable, the parties intend for the restrictions therein set
forth to be modified by such courts so as to be reasonable and enforceable and,
as so modified by the court, to be fully enforced.                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

21.      Miscellaneous.

| | 21.1 | This Agreement shall not be modified or amended except in writing and signed by
Company and Employee. This Agreement shall be binding upon the heirs,
administrators, or executors and the successors and assigns of each party to
this Agreement.                                                                                                                                                                                                                                                                          
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 21.2 | The rights and benefits of Employee under the Agreement are personal to him and
shall not be assigned or transferred without the prior written consent of
Company. Subject to the foregoing, this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs, personal
representatives, successors and assigns.                                                                                                                                                              
| | 21.3 | All titles or headings of sections or paragraphs or other divisions of this
Agreement are only for the convenience of the parties and shall not be construed
to have any effect or meaning with respect to the other content of such sections
or paragraphs or other divisions, such content being controlling as to the
agreement between the parties hereto.                                                                                                                                                              
| | 21.4 | This Agreement is made and will be performed under, and shall be governed by and
construed in accordance with, the law of the State of Texas.                                                                                                                                                                                                                                                                                                                                                                               
| | 21.5 | EMPLOYEE AFFIRMS AND ATTESTS BY HIS SIGNATURE TO THIS AGREEMENT THAT HE HAS READ
THIS AGREEMENT BEFORE SIGNING IT AND THAT HE FULLY UNDERSTANDS ITS PURPOSES,
TERMS AND PROVISIONS, WHICH HE HEREBY EXPRESSLY ACKNOWLEDGED TO BE REASONABLE IN
ALL RESPECTS. EMPLOYEE FURTHER ACKNOWLEDGES RECEIPT OF ONE COPY OF THIS
AGREEMENT.                                                                                                                                                                                           
| | 21.6 | Notices contemplated under this Agreement shall be directed to the following
address:


                  If to Company:

          Mariner Energy, Inc.
          580 Westlake Boulevard, Suite 1300
          Houston, Texas  77079

          Attention:  President and Chief Executive Officer

If to Employee:

          Michael Wichterich
          1202 Spinnaker Way
          Sugar Land, Texas 77478

Company
and Employee may change the above addresses for notice purposes by notifying the
other in writing.
| | 21.7 | The Company may withhold from any amounts payable under this Agreement such
federal, state, or local taxes as shall be required to be withheld pursuant to
any applicable law or regulation.                                                                                                                                                                                                                                                                                                                                

| | Executed as of the
Effective Date in duplicate originals at Houston, Texas.
| | ---------------------------------------------------------------------------

| |  |                                         
| |  | ----------------------------------------
| |  | MARINER ENERGY, INC.                    
| |  |                                         
| |  | By:                                     
| |  | Richard R. ClarkExecutive Vice President
| |  |                                         
| |  | "COMPANY"                               
| |  |                                         
| |  |                                         
| |  |                                         
| |  | Michael Wichterich                      
| |  |                                         
| |  | "EMPLOYEE"                              

EXHIBIT A

INCENTIVE
STOCK OPTION AGREEMENT

AGREEMENTmade this 4th day of August,  1998,  between MARINER HOLDINGS,
INC.,a  Delaware   corporation  (the  "Company"),   and  Michael  Wichterich
("Employee").

To carry out the purposes
of the MARINER HOLDINGS, INC. 1996 STOCK OPTION PLAN (the
Plan), by affording Employee the opportunity to purchase shares of
the common stock of the Company (Stock), and in consideration of the
mutual agreements and other matters set forth herein and in the Plan, the
Company and Employee hereby agree as follows:

1.      Grant of
Option. The Company hereby irrevocably grants to Employee the
right and option (Option) to purchase all or any part of an
aggregate of 571 shares of Stock, on the terms and conditions set forth herein
and in the Plan, which Plan is incorporated herein by reference as a part of
this Agreement. Exercise of this Option is subject to, and contingent upon,
approval of the Plan by the shareholders of the Company on or before 12 months
after the date the Plan was adopted by the Board of Directors of the Company.
This Option is intended to constitute an incentive stock option, within the
meaning of section 422(b) of the Internal Revenue Code of 1986, as amended (the
Code), to the extent that it is exercised within the periods
described in sections 422(a)(2), 422(c)(6) and 421(c) of the Code, as
applicable, and, to the extent that it is not so exercised, it is not intended
to constitute an incentive stock option within the meaning of section 422(b) of
the Code.

2.      Purchase
Price. The purchase price of Stock purchased pursuant to the
exercise of this Option shall be $175.00 per share, which has been determined to
be not less than the fair market value of the Stock at the date of grant of this
Option. For all purposes of this Agreement, fair market value of Stock shall be
determined in accordance with the provisions of the Plan.

3.      Exercise of
Option. Subject to the earlier expiration of this Option as
herein provided, this Option may be exercised, by written notice to the Company
at its principal executive office addressed to the attention of its Chief
Executive Officer at any time and from time to time after the date of grant
hereof, but, except as otherwise provided below, this Option shall not be
exercisable for more than a percentage of the aggregate number of shares offered
by this Option determined by the number of full years from the date of grant
hereof to the date of such exercise, in accordance with the following schedule:

|Number of Full Years | Percentage of SharesThat May Be Purchased
|-------------------- | -----------------------------------------
|Less than 1 year     | 0%                                       
|1 year               | 33%                                      
|2 years              | 66%                                      
|3 years or more      | 100%                                     

Notwithstanding the terms
of the Plan or this Agreement (including, but not limited to, the foregoing
schedule), Employee shall be entitled to exercise any unvested portion of this
Option to the extent, but only to the extent, necessary to allow Employee to
sell shares of Stock Employee is actually selling pursuant to Section D.3(c) of
that certain Stockholders Agreement, dated April 2, 1996, between Enron
Capitol & Trade Resources Corp., Mystery Acquisition, Inc. (now known as
Mariner Holdings, Inc.) and certain other parties, as amended (it being the
intent of the parties that Employee first sell shares of Stock he already owns,
then shares of Stock issuable on exercise of any portion of this Option then
vested, and finally, if necessary, shares of Stock issuable on exercise of any
portion of this Option not then vested). This Option may be exercised only while
Employee remains an employee or consultant of the Company, except that:

| | (a)     If Employee dies, becomes disabled, retires, is terminated by the Company
without Cause or voluntarily terminates his employment for
Good Reason, this Option shall immediately become exercisable in
full and shall remain fully exercisable until the expiration of the ten year
Option period described below.                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b)     If Employee voluntarily terminates his employment other than for Good
Reason, this Option shall remain exercisable at any time during the thirty
day period immediately following such termination of employment but only as to
the number of shares Employee was entitled to purchase hereunder as of the date
Employees employment so terminates and at the end of such thirty day
period this Option shall terminate and cease to be exercisable.
| | (c)     If Employees employment is terminated by the Company for Cause
this Option shall terminate immediately and shall cease to be exercisable.                                                                                                                                                                                                                                                                                                           

This Option, after it
becomes exercisable, whether partially or fully, may be exercised by Employee or
Employees estate or the person who acquires this Option by will or the
laws of descent and distribution as to all or any part of the Option that is
exercisable at any time and from time to time until all of the Options or Stock
available for exercise under this Agreement has been exercised or the Option has
terminated under another provision of this Agreement. This Option shall
terminate and shall not be exercisable in any event after the tenth anniversary
of the date of its grant. As used in this paragraph, the terms Cause
and Good Reason shall have the same meanings as such terms are
defined in the employment contract between Employee and Mariner Energy, Inc., a
Delaware corporation and wholly-owned subsidiary of the Company, as of the date
of grant of this Option.

The purchase price of
shares as to which this Option is exercised shall be paid in full at the time of
exercise (a) in cash (including check, bank draft or money order payable to the
order of the Company), or (b) by delivering to the Company shares of Stock
having a fair market value equal to the purchase price, or (c) a combination of
cash and Stock. No fraction of a share of Stock shall be issued by the Company
upon exercise of an Option or accepted by the Company in payment of the exercise
price thereof; rather, Employee shall provide a cash payment for such amount as
is necessary to effect the issuance and acceptance of only whole shares of
Stock. Unless and until a certificate or certificates representing such shares
shall have been issued by the Company to Employee, Employee (or the person
permitted to exercise this Option in the event of Employees death) shall
not be or have any of the rights or privileges of a shareholder of the Company
with respect to shares acquirable upon an exercise of this Option.

4.     Tax Gross-Up; Withholding of Tax.

(a)      As soon as
administratively practicable after the date of any exercise of this Option which
does not qualify as the exercise of an incentive stock option within the meaning
of section 422(b) of the Code, the Company shall pay to Employee in cash an
amount such that after payment by Employee of Federal income taxes on such
amount (which taxes shall be assumed to be assessed at the highest ordinary
income tax rate applicable to individuals on such date), Employee retains a
portion of the payment equal to the difference, if any, between (i) the amount
of Federal income tax payable on the difference between the fair market value on
such date of the Stock acquired by such exercise over the purchase price paid
therefor (the Spread) at the highest ordinary income tax rate
applicable to individuals on such date and (ii) the amount of Federal income tax
payable on the Spread at the highest long-term capital gains tax rate applicable
to individuals on such date; provided, however, that the Company shall have no
obligation to make any such payment if a change in Federal tax laws enacted
after the date of grant of this Option eliminates the Companys right to
deduct the Spread from its taxable income.

(b)      To the extent that the
exercise of this Option or the disposition of shares of Stock acquired by
exercise of this Option results in compensation income to Employee for federal
or state income tax purposes, Employee shall deliver to the Company at the time
of such exercise or disposition such amount of money or shares of Stock as the
Company may require to meet its obligation under applicable tax laws or
regulations, and, if Employee fails to do so, the Company is authorized to
withhold from any cash or Stock remuneration then or thereafter payable to
Employee any tax required to be withheld by reason of such resulting
compensation income. Upon an exercise of this Option, the Company is further
authorized in its discretion to satisfy any such withholding requirement out of
any cash or shares of Stock distributable to Employee upon such exercise.

5.      Stockholder
Agreement. Shares of Stock purchased pursuant to the exercise of
this Option shall be subject to the terms of any Stockholder Agreement among the
Company and/or all or certain of its shareholders, as the same may be amended or
restated from time to time (each, a Stockholder Agreement), relating
to such shares of Stock, including, but not limited to, the transfer thereof.
Employee agrees that Employee and Employees spouse, if any, will, on the
first date of exercise of this Option, execute and deliver to the Company such
documents and instruments as the Board of Directors of the Company, in its
discretion, may require to evidence such persons agreement to be bound by
the terms of any Stockholder Agreement.

6.      Status of
Stock. Employee understands that at the time of the execution of
this Agreement the shares of Stock to be issued upon exercise of this Option
have not been registered under the Securities Act of 1933, as amended (the
Act), or any state securities law, and that the Company does not
currently intend to effect any such registration. Until the shares of Stock
acquirable upon the exercise of the Option have been registered for issuance
under the Act, the Company will not issue such shares unless the holder of the
Option provides the Company with a written opinion of legal counsel, who shall
be satisfactory to the Company, addressed to the Company and satisfactory in
form and substance to the Companys counsel, to the effect that the
proposed issuance of such shares to such Option holder may be made without
registration under the Act. In the event exemption from registration under the
Act is available upon an exercise of this Option, Employee (or the person
permitted to exercise this Option in the event of Employees death or
incapacity), if requested by the Company to do so, will execute and deliver to
the Company in writing an agreement containing such provisions as the Company
may require to assure compliance with applicable securities laws.

Employee agrees that the
shares of Stock which Employee may acquire by exercising this Option shall be
acquired for investment without a view to distribution, within the meaning of
the Act, and shall not be sold, transferred, assigned, pledged or hypothecated
in the absence of an effective registration statement for the shares under the
Act and applicable state securities laws or an applicable exemption from the
registration requirements of the Act and any applicable state securities laws.
Employee also agrees that the shares of Stock which Employee may acquire by
exercising this Option will not be sold or otherwise disposed of in any manner
which would constitute a violation of any applicable securities laws, whether
federal or state.

In addition, Employee
agrees that (i) the certificates representing the shares of Stock purchased
under this Option may bear such legend or legends as the Committee (as such term
is defined in the Plan) deems appropriate in order to assure compliance with the
Stockholder Agreement and applicable securities laws, (ii) the Company may
refuse to register the transfer of the shares of Stock purchased under this
Option on the stock transfer records of the Company if such proposed transfer
would in the opinion of counsel satisfactory to the Company constitute a
violation of the Stockholder Agreement or any applicable securities law, and
(iii) the Company may give related instructions to its transfer agent, if any,
to stop registration of the transfer of the shares of Stock purchased under this
Option.

7.      Employment
Relationship. For purposes of this Agreement, Employee shall be
considered to be in the employment of the Company as long as Employee remains an
employee of either the Company, a parent or subsidiary corporation (as defined
in section 424 of the Code) of the Company, or a corporation or a parent or
subsidiary of such corporation assuming or substituting a new option for this
Option. Any question as to whether and when there has been a termination of such
employment, and the cause of such termination, shall be determined by the
Committee and its determination shall be final.

8.     Binding  Effect.  This  Agreement  shall be binding upon and inure
to the benefit of any  successors  to the  Company  and all  persons  lawfully
claiming under Employee.

9.     Governing   Law.  This   Agreement   shall  be  governed  by,  and
construed in accordance with, the laws of the State of Texas.

IN WITNESS WHEREOF,
the Company has caused this Agreement to be duly executed by its officer
thereunto duly authorized, and Employee has executed this Agreement, all as of
the day and year first above written.

| |  |                       
| |  | ----------------------
| |  | MARINER HOLDINGS, INC.
| |  |                       
| |  | By:                   
| |  | Printed Name:         
| |  | Printed Title:        
| |  |                       
| |  |                       
| |  | EMPLOYEE:             
| |  |                       
| |  |                       
| |  |                       
| |  |                       
| |  | Michael Wichterich