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Terms Of Appointment As Non-executive Director

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Date: 2/27/2007

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Energy XXI Acquisition Corporation (Bermuda) Limited

August 31, 2005

Mr. David Dunwoody

3417 Milam

Houston, Texas 77002-9531

Dear David:

The board of Energy XXI Acquisition Corporation (Bermuda) Limited (the “Company”) has appointed you as a non-executive director. In addition, you are requested to Chair the Remuneration Committee and serve as a member of the Audit and Nomination Committees. I am writing to set out the terms of your appointment. It is agreed that this is a contract for services and is not a contract of employment.


Your appointment will be for an initial term of three years commencing on August 31, 2005, unless otherwise terminated earlier by and at the discretion of either party upon one month’s written notice. Continuation of your contract of appointment is contingent on satisfactory performance and re-election at forthcoming AGM’s. Non-executive directors are typically expected to serve two three-year terms, although the board may invite you to serve an additional period.

Time Commitment

Overall we anticipate a time commitment of one to two days per month. This time commitment will include attendance at quarterly board meetings, the AGM, preparation for the meetings, the preparation for such meetings and incidental monthly board activities such as the approval of various resolutions. We plan to have quarterly board meetings (all board meetings will be held outside the U.S.) and concurrent with such meetings, a meeting of the Audit Committee to review the financial results of the Company. For the convenience and depending upon the agenda, we may arrange for certain of these board meetings to be telephonic. In addition, between board meetings, we will relay various board resolutions and other materials each month that require approval.

In addition to the above, we invite you to attend as many of the road show presentations as you wish. In particular, given that you live in the U.S., we hope that you might be able to attend some of the road show presentations in the U.S. We will ask Sunrise to coordinate this activity with you and your schedule.

By accepting this appointment, you have confirmed that you are able to allocate sufficient time to meet the expectations of your role. The agreement of the chairman should be

sought before accepting additional commitments that might impact on the time you are able to devote to your role as a non-executive director of the company.


Non-executive directors have the same general legal responsibilities to the Company as any other director. The board as a whole is collectively responsible for the success of the company. The board:




Provides entrepreneurial leadership of the company within a framework of prudent and effective controls which enable risk to be assessed and managed;




Sets the company’s strategic aims, ensures that the necessary financial and human resources are in place for the company to meet its objectives, and reviews the management performance; and




Sets the company’s values and standards and ensures that its obligations to its shareholders and others are understood and met.

All directors must take decisions objectively in the interest of the company.

In addition to these requirements of all directors, the role of

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