ENERGY XXI SERVICES, LLC EMPLOYEE STOCK PURCHASE PLAN

The purposes of this Energy XXI Services, LLC Employee Stock Purchase Plan (the “ Plan ”) are to assist Eligible Employees of Energy XXI Services, LLC, a Delaware limited liability corporation (the “ Employer ”), and its Parent and Subsidiaries in acquiring a stock ownership interest in Energy XXI (Bermuda) Limited, a Bermuda corporation (the “ Company ”) pursuant to a plan which is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423(b) of the Code, and to help Eligible Employees provide for their future security and to encourage them to remain in the employment of the Company, the Employer and its Subsidiaries.

Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise.  The singular pronoun shall include the plural where the context so indicates.

2.1   “ Administrator ” means the entity that conducts the general administration of the Plan as provided herein.  The term “ Administrator ” shall refer to the Committee unless the Board has assumed the authority for administration of the Plan generally as provided in Article III.

2.2   “ Board ” shall mean the Board of Directors of the Company.

2.3   “ Code ” shall mean the Internal Revenue Code of 1986, as amended from time to time, and the regulations issued thereunder.

2.4   “ Committee ” means the committee of the Board described in Article III.

2.5   “ Company ” shall mean Energy XXI (Bermuda) Limited, a Bermuda corporation.

2.6   “ Compensation ” of an Eligible Employee shall mean the gross base compensation received by such Eligible Employee as compensation for services to the Company, the Employer or any Designated Subsidiary, excluding overtime payments, sales commissions, incentive compensation, bonuses, contributions to pension, profit sharing, health and life insurance and other plans, expense reimbursements, fringe benefits and other special payments.

2.7   “ Designated Subsidiary ” shall mean any Subsidiary designated by the Administrator in accordance with Section 3.3(ii).

2.8   “ Eligible Employee ” shall mean an Employee of the Company, the Employer or a Designated Subsidiary: (i) who does not, immediately after any rights under this Plan are granted, own (directly or through attribution) stock possessing 5% or more of the total combined voting power or value of all classes of Stock or other stock of the Employer, a Parent or a Subsidiary (as determined under Section 423(b)(3) of the Code).  For purposes of clause (i) above, the rules of Section 424(d) of the Code with regard to the attribution of stock ownership shall apply in determining the stock ownership of an individual, and stock which an Employee may purchase under outstanding options shall be treated as stock owned by the Employee.  For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on sick leave or other leave of absence approved by the Company, the Employer or a Designated Subsidiary and meeting the requirements of Treasury Regulation Section 1.421-7(h)(2).

2.9   “ Employee ” means any officer or other employee (as defined in accordance with Section 3401(c) of the Code) of the Company, the Employer or any Designated Subsidiary.

2.10   “Employer” shall mean Energy XXI Services, LLC, a Delaware limited liability corporation.

2.11   “ Enrollment Date ” shall mean the first day of each Offering Period.

2.12   “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended from time to time.

2.13   “ Fair Market Value ” means, as of any given date, the fair market value of a share of Stock on the date determined by such methods or procedures as may be established from time to time by the Administrator.  Unless otherwise determined by the Administrator, the Fair Market Value of a share of Stock as of any given date shall be (a) if Stock is traded on any established stock exchange, the closing price of a share of Stock as reported in the Wall Street Journal (or such other source as the Administrator may deem reliable for such purposes) for the first Trading Day immediately prior to such date during which a sale occurred; or (b) if Stock is not traded on an exchange but is quoted on a national market or other quotation system, the last sales price on the date immediately prior to such date on which sales price are reported.

2.14   “ Offering Document ” shall have the meaning given to such term in Section 5.1.

2.15   “ Offering Period ” shall mean each Offering Period designated by the Administrator in the applicable Offering Document pursuant to Section 5.1 or otherwise established in accordance with Section 5.1.

2.16   “ Parent ” means any corporation, other than the Employer, in an unbroken chain of corporations ending with the Employer if, at the time of the determination, each of the corporations other than the Employer owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.  The definition of “Parent” is intended to, and shall be construed and applied, to coincide and conform with the definition of “parent” under Section 424(e) of the Code.

2.17   “ Participant ” means any Eligible Employee who has executed a participation agreement and been granted rights to purchase Stock pursuant to the Plan.

2.18   “ Plan ” shall mean this Energy XXI Services, LLC Employee Stock Purchase Plan, as it may be amended from time to time.

2.19   “ Purchase Date ” shall mean the last Trading Day of each Offering Period.

2.20   “ Purchase Price ” shall mean the purchase price designated by the Administrator in the applicable Offering Document (which purchase price shall not be less than 85% of the Fair Market Value of a share of Stock for the Enrollment Date or for the Purchase Date, whichever is lower); provided , however , that, in the event no purchase price is designated by the Administrator in the applicable Offering Document, the purchase price for the Offering Periods covered by such Offering Document shall be 85% of the Fair Market Value of a share of Stock for the Enrollment Date or for the Purchase Date, whichever is lower; provided , further , that the Purchase Price may be adjusted by the Administrator pursuant to Article IX; and provided , and further , that the Purchase Price shall not be less than the par value of a share of Stock.

2.21   “ Securities Act ” shall mean the Securities Act of 1933, as amended from time to time.

2.22   “ Stock ” means the common stock, $0.001 par value, of the Company and such other securities of the Company that may be substituted for Stock pursuant to Article IX.

2.23   “ Subsidiary ” shall mean any corporation, other than the Employer, in an unbroken chain of corporations beginning with the Employer if, at the time of the determination, each of the corporations other than the last corporation in an unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.  The definition of “Subsidiary” is intended to, and shall be construed and applied, to coincide and conform with the definition of “subsidiary” under Section 424(f) of the Code.

2.24   “ Trading Day ” shall mean any day on which the Stock is actually traded.

3.1   Administrator .  The Administrator of the Plan shall be the Compensation Committee of the Board (or another committee or a subcommittee of the Board to which the Board delegates administration of the Plan) (such committee, the “ Committee ”), which Committee shall consist solely of two or more members of the Board each of whom is a “non-employee director” within the meaning of Rule 16b-3 which has been adopted by the Securities and Exchange Commission under the Exchange Act and which Committee is otherwise constituted to comply with applicable law.  Appointment of Committee members shall be effective upon acceptance of appointment.  The Board may abolish the Committee at any time and revest in the Board the administration of the Plan.  Committee members may resign at any time by delivering written notice to the Board.  Vacancies in the Committee may only be filled by the Board.

3.2   Action by the Administrator .  A majority of the Administrator shall constitute a quorum.  The acts of a majority of the members present at any meeting at which a quorum is present, and, subject to applicable law and the Bylaws of the Company, acts approved in writing by a majority of the Administrator in lieu of a meeting, shall be deemed the acts of the Administrator.  Each member of the Administrator is entitled to, in good faith, rely or act upon any report or other information furnished to that member by any officer or other employee of the Company, the Employer or any Designated Subsidiary, the Company’s independent certified public accountants, or any executive compensation consultant or other professional retained by the Company to assist in the administration of the Plan.

3.3   Authority of Administrator .  The Administrator shall have the power, subject to, and within the limitations of, the express provisions of the Plan:

(i)   To determine when and how rights to purchase stock of the Company shall be granted and the provisions of each offering of such rights (which need not be identical).

(ii)   To designate from time to time which Subsidiaries of the Employer shall be Designated Subsidiaries, which designation may be made without the approval of the stockholders of the Company.

(iii)   To construe and interpret the Plan and rights granted under it, and to establish, amend and revoke rules and regulations for its administration.  The Administrator, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective.

(iv)   To amend the Plan as provided in Article X.

(v)   Generally, to exercise such powers and to perform such acts as the Administrator deems necessary or expedient to promote the best interests of the Company, the Employer, and its Subsidiaries and to carry out the intent that the Plan be treated as an “employee stock purchase plan” within the meaning of Section 423 of the Code.

3.4   Decisions Binding .  The Administrator’s interpretation of the Plan, any rights granted pursuant to the Plan, any participation agreement and all decisions and determinations by the Administrator with respect to the Plan are final, binding, and conclusive on all parties.

4.1   Number of Shares .  Subject to Article IX, the aggregate number of shares of Stock which may be issued pursuant to rights granted under the Plan shall be 5,000,000 shares.  If any right granted under the Plan shall for any reason terminate without having been exercised, the Stock not purchased under such right shall again become available for the Plan.

4.2   Stock Distributed .  Any Stock distributed pursuant to the Plan may consist, in whole or in part, of authorized and unissued Stock, treasury stock or Stock purchased on the open market.

5.1   Offering Periods .  Commencing with the Effective Date (as defined in Article XI) of the Plan and continuing while the Plan remains in force, the Administrator may from time to time grant or provide for the grant of rights to purchase Stock of the Company under the Plan to Eligible Employees during one or more periods (each, an “ Offering Period ”) selected by the Administrator commencing on such dates (each, an “ Enrollment Date ”) selected by the Administrator.  The terms and conditions applicable to each Offering Period shall be set forth in an “ Offering Document ” adopted by the Administrator, which Offering Document shall be in such form and shall contain such terms and conditions as the Administrator shall deem appropriate and shall be incorporated by reference into and made part of the Plan and shall be attached hereto as part of the Plan; provided however , that in the event an Offering Period is not designated by the Administrator in the Offering Documents, the right to purchase Stock of the Company under the Plan shall be granted twice each year on January 1 and July 1 of each calendar year and the term of the Offering Period shall be six months.  The provisions of separate Offering Periods under the Plan need not be identical.  Notwithstanding the foregoing, the first Offering Period shall begin on December 1, 2008 and end on June 30, 2009.

5.2   Offering Documents .  Each Offering Document with respect to an Offering Period shall specify (through incorporation of the provisions of this Plan by reference or otherwise):

(i)   the length of the Offering Period, which period shall not exceed twenty-seven months;

(ii)   the Enrollment Date for such Offering Period;

(iii)   the Purchase Date for such Offering Period;

(iv)   the maximum number of shares, if any, that may be purchased by any Eligible Employee during such Offering Period; and

(v)   such other provisions as the Administrator determines are appropriate, subject to the Plan.

6.1   Eligibility .  Any Eligible Employee who shall be employed by the Company, the Employer or a Designated Subsidiary on the day immediately preceding a given Enrollment Date for an Offering Period shall be eligible to participate in the Plan during such Offering Period, subject to the requirements of this Article VI and the limitations imposed by Section 423(b) of the Code.

6.2   Enrollment in Plan .  Except as otherwise set forth in an Offering Document, an Eligible Employee may become a Participant in the Plan for an Offering Period by delivering a participation agreement to the Company or the Employer prior to the Enrollment Date for such Offering Period (or such other date specified in the Offering Document), in such form as the Administrator provides.  Except as provided in Section 6.7 below, an Eligible Employee may participate in the Plan only by means of payroll deduction.  Each such participation agreement shall designate a stated amount of such Eligible Employee’s Compensation to be withheld by the Company, the Employer or the Designated Subsidiary employing such Eligible Employee on each payday during the Offering Period as payroll deductions under the Plan.  The stated amount may not be less than $10.00 per pay period, and may not exceed either of the following:  (i) 70% of the Compensation from which the deduction is made, or (ii) an amount which will result in noncompliance of the $25,000 limit stated in Section 6.5.  A Participant may elect to have all payroll deductions completely discontinued at any time, but an election to discontinue payroll deductions shall be deemed to be an election to withdraw pursuant to Section 8.1.  No change in payroll deductions other than complete discontinuance can be made during an Offering Period, and, specifically, once an Offering Period has commenced, a Participant may not alter the rate of his or her payroll deductions for such offering.

6.3   Payroll Deductions .  Except as otherwise provided in the applicable Offering Document, payroll deductions for a Participant shall commence on the first payroll following the Enrollment Date and shall end on the last payroll in the Offering Period to which such authorization is applicable, unless sooner terminated by the Participant as provided in Article VIII.

6.4   Effect of Enrollment .  A Participant’s completion of a participation agreement will enroll such Participant in the Plan for each subsequent Offering Period on the terms contained therein until the Participant either submits a new participation agreement, withdraws from participation under the Plan as provided in Article VIII or otherwise becomes ineligible to participate in the Plan.

6.5   Limitation on Purchase of Stock .  An Eligible Employee may be granted rights under the Plan only if such rights, together with any other rights granted to such Eligible Employee under “employee stock purchase plans” of the Employer, any Parent or any Subsidiary, as specified by Section 423(b)(8) of the Code, do not permit such employee’s rights to purchase stock of the Employer or any Parent or Subsidiary to accrue at a rate which exceeds $25,000 of fair market value of such stock (determined as