TRITON ENERGY LTD
<DOCUMENT>
<TYPE>EX-10.70
<SEQUENCE>3
<FILENAME>exhibit10702000.txt
<TEXT>




                                                                   EXHIBIT 10.70
                              EMPLOYMENT AGREEMENT
                              --------------------

     THIS  EMPLOYMENT  AGREEMENT  ("Agreement"), made and entered into as of the
14th  day  of  March,  2001, by and among TRITON EXPLORATION SERVICES, INC. (the
"Employer"),  James  C.  Musselman  ("Employee"),  and  Triton Energy Limited, a
Cayman  Islands  company (the "Company"), to the limited extent provided herein,

                              W I T N E S S E T H:
                              - - - - - - - - - -

     WHEREAS,  the  Employer  is a direct or indirect wholly owned subsidiary of
the  Company;

     WHEREAS,  the  Employer  and  the  Company  consider  the establishment and
maintenance  of  a  sound and vital management to be essential to protecting and
enhancing  their  best  interests  and  the  best  interests of their respective
shareholders;

     WHEREAS,  the  Employer and the Company recognize that, because the Company
is  a  publicly  held  company  and as is the case with many such companies, the
possibility  of a change in control may exist and that such possibility, and the
uncertainty and questions which it may raise among management, may result in the
departure  or  distraction  of  management  personnel  to  the  detriment of the
Employer  and  the  Company  and  their  respective  shareholders;

     WHEREAS,  the  Boards  of  Directors  of  the Employer and the Company have
determined that appropriate steps should be taken to reinforce and encourage the
continued  attention  and  dedication  of  members of the Employer's management,
including  Employee, to their assigned duties without distraction in the face of
the  potentially  disturbing  circumstances  arising  from  the possibility of a
change  in  control  of  the  Company;

     WHEREAS,  in  order  to  induce  Employee  to  remain  in the employ of the
Employer  and  in  the  service  of  the  Company as an officer, the Employer is
willing  to agree to provide certain severance benefits to Employee in the event
Employee's  employment  is  terminated  or  changed  under  the  circumstances
described  below  and the Company is willing to guarantee the performance of the
Employer's  obligations  hereunder;

     WHEREAS,  the  Employer has requested Employee, and Employee has agreed, to
act  as  President  and  Chief  Executive  Officer  on  the terms and conditions
described  in  this  Agreement;

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

     1.     TERMINATION  OF  EMPLOYMENT  FOLLOWING  CHANGE IN CONTROL.
            ---------------------------------------------------------
If, while Employee  is employed by Employer, the Company or any subsidiary of
the Company, a  change in control of the Company (as defined below) occurs,
Employee shall be entitled  to  the  benefits  provided  in  Section  2 hereof
upon the subsequent termination  of his employment, provided that such
termination (a) occurs within two  (2) years following the change in control of
the Company and (b) is not (i) because  of  his  death, "Disability" or
"Retirement" (as defined in Section 1.1 below),  (ii)  by the Employer for
"Cause" (as defined in Section 1.2 below), or (iii)  by  Employee  other  than
for  "Good  Reason" (as defined in Section 1.3 hereof).  In  addition,  if
within eighteen months following the termination of Employee's  employment  with
Employer,  the  Company  or  any subsidiary of the Company,  a  change in
control of the Company occurs, Employee shall be entitled to  the benefits
provided in Section 2 hereof upon the occurrence of such change in  control,
provided that the termination of his employment was not (i) because
of his death, "Disability" or "Retirement", (ii) by the Employer for "Cause", or
(iii)  by  Employee  other  than  for  "Good  Reason".

     1.1          Disability;  Retirement
                  -----------------------

          1.1-1       If,  as  a result of Employee's incapacity due to physical
or  mental  illness,  Employee  shall  have been absent from his duties with the
Employer  on  a  full-time  basis  for 120 consecutive business days, and within
thirty (30) days after written notice of termination is given Employee shall not
have  returned  to  the  full-time  performance  of his duties, the Employer may
terminate  this  Agreement  for  "Disability."

          1.1-2       Termination  by the Employer or Employee of his employment
based  on  "Retirement" shall mean termination in accordance with the Employer's
retirement  policy,  including  early  retirement,  generally  applicable to its
salaried  employees or in accordance with any retirement arrangement established
with  Employee's  consent  with  respect  to  him.

          1.2     Cause.  The  Employer  may terminate Employee's employment for
                  -----
"Cause."  For the purposes of this Agreement, the Employer shall have "Cause" to
terminate  Employee's  employment  hereunder  upon (A) the willful and continued
failure by Employee to perform his duties with the Employer (other than any such
failure  resulting  from  incapacity due to physical or mental illness), after a
demand  for  substantial performance is delivered to Employee by the Board which
specifically  identifies  the manner in which the Board believes that he has not
substantially  performed  his duties, or (B) the willful engaging by Employee in
gross  misconduct  materially  and  demonstrably  injurious to the Company.  For
purposes  of this paragraph, an act, or failure to act, on Employee's part shall
not  be  considered "willful" if done, or omitted to be done, by Employee (A) in
good faith and (B) with reasonable belief that Employee's action or omission was
not  opposed  to  the  best  interests  of  the  Company.  Notwithstanding  the
foregoing, Employee shall not be deemed to have been terminated for Cause unless
and  until  there  shall  have been delivered to Employee a copy of a resolution
duly adopted by the affirmative vote of not less than two-thirds (2/3d's) of the
entire  authorized  membership of the Board at a meeting of the Board called and
held  for  the purpose (after reasonable notice and an opportunity for Employee,
together  with  counsel, to be heard before the Board), finding that in the good
faith  opinion  of  the  Board Employee was guilty of conduct set forth above in
clauses  (A)  or (B) of the second sentence of this paragraph and specifying the
particulars  thereof  in  detail.

          1.3     Good Reason.  Employee may terminate Employee's employment for
                  -----------
Good  Reason.    For  purposes  of  this  Agreement,  "Good  Reason" shall mean:

               1.3-1  Without Employee's express written consent, the assignment
to  Employee  of  any  duties  inconsistent  with  his  positions,  duties,
responsibilities  and status with the Employer and the Company immediately prior
to  a  change  in  control  of  the  Company,  or  a  change  in  his  reporting
responsibilities,  titles  or  offices  with  the  Employer or the Company as in
effect  immediately  prior to a change in control of the Company, or any removal
of  Employee  from or any failure to re-elect Employee to any of such positions,
except  in  connection  with  the  termination  of  his  employment  for  Cause,
Disability  or  Retirement or as a result of his death or by Employee other than
for  Good  Reason;

               1.3-2  A  reduction  by the Employer in Employee's base salary as
in  effect on the date hereof or as the same may be increased from time to time;

               1.3-3  The  Employer's  requiring  Employee  to be based anywhere
other  than  the Employer's offices at which he was based immediately prior to a
change  in  control  of the Company except for required travel on the Employer's
business  to an extent substantially consistent with his present business travel
obligations,  or,  in the event Employee consents to any relocation, the failure
by  the  Employer  to  pay  (or  reimburse  Employee)  for all reasonable moving
expenses  incurred  by  him  relating  to a change of his principal residence in
connection  with  such  relocation  and  to  indemnify Employee against any loss
(defined  as  the difference between the actual sale price of such residence and
the  higher  of (a) Employee's aggregate investment in such residence or (b) the
fair  market  value  of  such residence as determined by a real estate appraiser
designated  by Employee and reasonably satisfactory to the Employer) realized on
the sale of Employee's principal residence in connection with any such change of
residence;

               1.3-4  The  failure by the Employer or the Company to continue in
effect  any benefit or compensation plan (including but not limited to any stock
option  plans,  convertible  debenture  plan, pension plan, life insurance plan,
health  and accident plan or disability plan) in which Employee is participating
at  the  time  of  a  change  in  control  of  the  Company  (or plans providing
substantially similar benefits), the taking of any action by the Employer or the
Company  which  would adversely affect Employee's participation in or materially
reduce  his benefits under any of such plans or deprive Employee of any material
fringe  benefit  enjoyed  by  him  at  the  time of the change in control of the
Company,  or  the failure by the Employer to provide Employee with the number of
paid vacation days to which he is then entitled on the basis of years of service
with  the  Employer  in accordance with the Employer's normal vacation policy in
effect  on  the  date  hereof;

               1.3-5  Any  failure  of the Employer or the Company to obtain the
assumption  of  and  the agreement to perform this Agreement by any successor as
contemplated  in  Section  5  hereof;  or

               1.3-6  Any  purported  termination of Employee's employment which
is  not effected pursuant to a Notice of Termination satisfying the requirements
of  Section  1.4 below (and, if applicable, Section 1.2 above); and for purposes
of  this  Agreement,  no  such  purported  termination  shall  be  effective.

          1.4     Notice  of  Termination.  Any  termination  by  the  Employer
                  -----------------------
pursuant  to  Sections  1.1 and 1.2 above or by Employee pursuant to Section 1.3
above  shall be communicated by written Notice of Termination to the other party
hereto.  For  purposes of this Agreement, a "Notice of Termination" shall mean a
notice which shall indicate the specific termination provision in this Agreement
relied upon and shall set forth in reasonable detail the facts and circumstances
claimed  to  provide  a basis for termination of Employee's employment under the
provision  so  indicated.  In  the  event  that  Employee seeks to terminate his
employment  with the Employer pursuant to Section 1.3 above, he must communicate
his  written  Notice  of  Termination  to the Employer within sixty (60) days of
being  notified  of  such action or actions by the Employer or the Company which
constitute  Good  Reason  for  termination.

          1.5     Date  of Termination.  "Date of Termination" shall mean (i) if
                  --------------------
this  Agreement  is  terminated for Disability, thirty (30) days after Notice of
Termination  is  given  (provided  that  Employee shall not have returned to the
performance  of  his  duties  on  a  full-time basis during such thirty (30) day
period);  (ii)  if  Employee's  employment  is terminated for Cause, the date on
which  a  Notice  of  Termination is given or the date on which there shall have
been delivered to Employee the resolution specified in Section 1.2, whichever is
later;  (iii)  if  Employee's  employment is terminated with Good Reason or with
Justification, the date that is specified in the Notice of Termination; and (iv)
if Employee's employment is terminated for any other reason, the date on which a
Notice  of Termination is given; provided that, if within thirty (30) days after
any  Notice  of  Termination  is  given  the  party  receiving  such  Notice  of
Termination  notifies  the  other  party  that  a  dispute exists concerning the
termination,  the  Date of Termination shall be the date on which the dispute is
finally  determined,  either  by  mutual  written agreement of the parties, by a
binding and final arbitration award or by a final judgment, order or decree of a
court  of  competent  jurisdiction (the time for appeal therefrom having expired
and  no  appeal  having  been  perfected).

          1.6     Change  in Control Defined.  For purposes of this Agreement, a
                  --------------------------
"change  in  control  of  the  Company"  shall mean the occurrence of any of the
following  events:  (i)  there  shall  be  consummated  (x)  any  consolidation,
amalgamation, merger or other form of business combination of the Company, or to
which  the Company is a party, in which (I) the Company is not the continuing or
surviving  corporation  or (II) where the Company is the continuing or surviving
corporation,  the  Company's  Ordinary  Shares  would  be  converted  into cash,
securities  or  other  property, or the holders of the Company's Ordinary Shares
immediately  prior  to  the consolidation, amalgamation, merger or other form of
business combination would represent less than a majority of the common stock or
ordinary  shares  of  the  surviving  corporation  immediately  after  the
consolidation,  amalgamation,  merger  or other form of business combination, or
(y)  any  sale,  lease, exchange or other transfer (excluding transfer by way of
pledge  or  hypothecation),  in  one  transaction  or  a  series  of  related
transactions,  of  all, or substantially all, of the assets of the Company, (ii)
the shareholders of the Company approve any plan or proposal for the liquidation
or  dissolution  of  the Company, (iii) any 'person' (as such term is defined in
Section  3(a)(9)  or Section 13(d)(3) under the Securities Exchange Act of 1934,
as  amended (the '1934 Act')) or any 'group' (as such term is used in Rule 13d-5
promulgated  under the 1934 Act), other than the Company or any successor of the
Company  or  any  subsidiary  of the Company or any employee benefit plan of the
Company  or any subsidiary (including such plan's trustee), becomes a beneficial
owner  for  purposes  of  Rule 13d-3 promulgated under the 1934 Act, directly or
indirectly,  of  securities  of  the  Company  representing 15.0% or more of the
Company's  then  outstanding securities having the right to vote in the election
of Directors of the Company, or (iv) during any period of two consecutive years,
individuals who, at the beginning of such period constituted the entire Board of
Directors of the Company (the 'Board', and such individuals being referred to as
the  'Incumbent  Directors'),  cease  for  any  reason  (other  than  death)  to
constitute  a  majority of the Directors of the Company, unless the election, or
the nomination for election, by the Company's shareholders, of each new Director
of  the  Company  was approved by a vote of at least two-thirds of the Incumbent
Directors  (so  long  as  such  new  Director  was not nominated by a person who
expressed  an intent to effect a change in control of the Company or engage in a
proxy  or  other  control  contest)  in  which  case  such new Director shall be
considered  an  Incumbent  Director.

     2.     COMPENSATION  FOLLOWING A CHANGE IN CONTROL.  If a change in control
            -------------------------------------------
of  the  Company  shall  have  occurred  and  the  other conditions in the first
paragraph  of  Section  1  are met, Employee shall be entitled to the following:

          2.1  Disability.  During any period that Employee fails to perform his
               ----------
duties hereunder as a result of incapacity due to physical or mental illness, he
shall  continue  to  receive his full base salary at the rate then in effect and
any  installments of deferred portions of awards under any applicable incentive,
bonus  or other plans paid during such period until this Agreement is terminated
pursuant to Section 1 hereof.  Thereafter, Employee's benefits in respect of his
disability  shall  be  determined  in  accordance  with the Employer's Long-Term
Disability  Income  Insurance  Plan,  or  a substitute plan, and any other plans
providing  for  the  disability  of  a  participant  then  in  effect.

          2.2  Termination  for  Cause.  If  Employee's  employment  shall  be
               -----------------------
terminated  for  Cause,  the  Employer  shall  pay Employee his full base salary
through  the  Date  of  Termination  at the rate in effect at the time Notice of
Termination  is  given  and  the  Employer  shall have no further obligations to
Employee  to  make  any  payments  under  this  Agreement.

          2.3  Termination  Without  Cause;  Termination for Good Reason. If the
               ---------------------------------------------------------
Employer  shall  terminate Employee's employment other than pursuant to Sections
1.1 or 1.2 hereof or if Employee shall terminate his employment for Good Reason,
then  the  Employer shall pay to Employee as severance pay in a lump sum in cash
not  later  than  the  tenth  (10th)  day following the Date of Termination, the
following  amounts:

               2.3-1  Employee's  full  base  salary  through  the  Date  of
Termination at the rate in effect at the time of Notice of Termination is given;

               2.3-2  In  lieu  of  any  further  salary  or  bonus  payments to
Employee  for  periods subsequent to the Date of Termination, an amount equal to
the  product  of (a) the sum of (i) the highest of Employee's annual base salary
in  effect at any time from the three years prior to, through and including, the
Date  of  Termination  plus  (ii)  the  highest of the aggregate bonuses paid to
Employee  during  any  fiscal  year  all  or a part of which was included in the
foregoing  three  year  period  plus  (iii)  the  highest  of  the  aggregate
contributions made by the Employer on Employee's behalf in respect of Employee's
participation in any 401(k) plan or plans of the Employer during any fiscal year
all  or  a  part  of  which  was  included  in  the  foregoing three year period
multiplied  by  (b)  the  number  three  (3);

               2.3-3   In  lieu  of  further  payments  to  Employee  under  the
Company's  Supplemental  Executive Retirement Plan (the "SERP"), an amount equal
to  the  lump sum payment to which the Employee would be entitled under the SERP
had  a change in control as defined in the SERP occurred simultaneously with the
change  in  control  as  defined  in  this  Agreement;


               2.3-4  If  the  Employer  shall  terminate  Employee's employment
other  than pursuant to Section 1.1 or 1.2 hereof or if Employee shall terminate
his  employment for Good Reason, then Employee shall be entitled to exercise all
options  ("Options"),  if  any,  then held by Employee under the Company's stock
option  plans  for  a  period  of  twelve  (12)  months  following  the  Date of
Termination;  and

               2.3-5  All  relocation  and  indemnity  payments  as set forth in
Section  1.3-4 hereof, and all legal fees and expenses incurred by Employee as a
result  of  such  termination  (including  all  such  fees and expenses, if any,
incurred in contesting or disputing any such termination or in seeking to obtain
or  enforce  any  right  or  benefit  provided  by  this  Agreement).

          2.4     Benefit  Plans.  Unless  Employee is terminated for Cause, the
                  --------------
Employer  shall  maintain  in full force and effect for the continued benefit of
Employee,  for  a  two  year  period after the Date of Termination, all employee
benefit  plans  and  programs  or arrangements in which Employee was entitled to
participate  immediately prior to the Date of Termination (at no greater cost or
expense to Employee than was the case immediately prior to the change in control
of  the  Company), including without limitation plans providing medical, dental,
life  and  disability  insurance  coverage,  provided  that Employee's continued
participation  is  possible under the general terms and provisions of such plans
and  programs.  In  the  event that Employee's participation in any such plan or
program  is not possible, the Employer shall arrange to provide Employee, at the
Employer's  cost and expense, with benefits substantially similar to those which
Employee  is  entitled  to receive under such plans and programs.  At the end of
the  period  of coverage, Employee shall have the option to have assigned to him
at no cost and with no appointment of prepaid premiums, any assignable insurance
policy  owned  by  the Employer or the Company and relating specifically to him.

          2.5     Additional  Benefits.  If  the  Employer  shall  terminate
                  --------------------
Employee's  employment  other  than  pursuant to Section 1.1 or 1.2 hereof or if
Employee shall terminate his employment for Good Reason, then in addition to the
benefits to which Employee is entitled under the retirement plans or programs in
which  Employee participates or any successor plans or programs in effect on the
Date  of  Termination  of  his  employment hereunder (but not in addition to the
payment  required by Section 2.3-3 hereof), the Employer shall pay Employee, not
later  than  the tenth (10th) day following the Date of Termination, in cash  an
amount  equal  to  the  difference  between  (a)  the  present value of the most
valuable retirement pension to which Employee would have been entitled under the
terms of the retirement plans or programs in which Employee participates (or any
successor  plans  or  programs  in  effect on the Date of Termination hereunder)
without  regard  to "vesting" thereunder, if he would have accumulated three (3)
additional  years  of  continuous credited service after the Date of Termination
under  such  retirement  plans or programs and (b) the present value of the most
valuable retirement pension which he is actually entitled to receive pursuant to
the  provisions  of  said  retirement  plans and programs.  For purposes of this
Section  2.5,  "present  value"  shall  be determined using the same methods and
assumptions  (including compensation increase assumptions during such additional
three  year  period) utilized under the Employer's retirement plans and programs
immediately  prior  to  the  change  in  control  of  the  Company.

          2.6     Automobiles.  Upon  Employee's termination for any reason, the
                  -----------
Employer  shall  enable  Employee  to purchase the automobile, if any, which the
Employer  or  the Company was providing for Employee's use at the time Notice of
Termination  was  given  at the wholesale value of such automobile at such time.

          2.7     Mitigation  of  Amounts Payable Hereunder.  Employee shall not
                  -----------------------------------------
be required to mitigate the amount of any payment provided for in this Section 2
by  seeking  other  employment or otherwise, nor shall the amount of any payment
provided for in this Section 2 be reduced by any compensation earned by Employee
as  the  result of employment by another employer after the Date of Termination,
or  otherwise.

     3.     COMPENSATION    NOT  CONTINGENT  UPON  A  CHANGE  IN  CONTROL.
            -------------------------------------------------------------

          3.1  Termination  Benefits.  If  Employee's  employment is terminated,
               ----------------------
other  than  due  to  Employee's  death,  Disability  or  Retirement, (i) by the
Employer  without  Cause  (as  defined  in Section 1.2) or (ii) by Employee with
Justification  (as  defined  below),  then  Employee  shall  be  entitled to the
benefits  set  forth in Section 3.1. If there shall occur a change in control of
the  Company  while Employee is employed by the Company, Employee shall have the
option to have either the provisions of this Section 3 control or the provisions
of  Sections  1  and  2  control.

               3.1-1   Following  the  Date  of  Termination,  Employee  shall
continue  to  be  compensated  in  accordance  with the payroll practices of the
Employer,  at  the  highest  rate  of compensation in effect in the twelve-month
period prior to the Date of Termination, for the period ending on the pay period
that  next  follows  the  18-month  anniversary  of  the  Date of Termination of
employment  pursuant  to  this Section 3, subject to any holdbacks or deductions
required as a matter of law. During this period, Employee shall be treated as an
employee for purposes of all employee benefit plans and programs or arrangements
in  which  Employee  is entitled to participate immediately prior to the Date of
Termination  (at  no  greater  cost  or  expense  to  Employee than was the case
immediately  prior  to  the  termination),  including  without  limitation plans
providing  medical,  dental,  life and disability insurance coverage. Employee's
participation  in  the  Supplemental  Executive  Retirement  Plan,  as it may be
amended  through the date prior to the Date of Termination, shall continue until
the  anniversary date of Employee's commencement of employment that next follows
the  18-month  anniversary  of the Date of Termination of employment pursuant to
this  Section  4.

               3.1-2  Any  Options,  if  any, then held by Employee shall become
fully  vested  and exercisable and shall remain exercisable until the earlier to
occur  of  their  expiration  date set forth in the agreements pursuant to which
they were issued (without regard to the effect of termination of employment), as
such  agreements  may be amended pursuant to this Agreement or otherwise, or the
twelve  (12)  month  anniversary  of  the  Date  of  Termination.

                3.1-3  If,  prior  to the eighteen (18) month anniversary of the
Date  of  Termination  there  shall  occur  a  change in control of the Company,
Employee  shall  be entitled to receive the benefits provided in Section 2 above
assuming that the change in control of the Company occurred immediately prior to
the  termination  of  employment  pursuant  to  this Section 3 and Employee were
terminated  without  Cause  following  such  change  in  control of the Company.

               3.1-4  Employee  shall  be entitled to receive all relocation and
indemnity  payments as set forth in Section 2.3-4 hereof, and all legal fees and
expenses  incurred  by  Employee  as a result of such termination (including all
such  fees  and  expenses,  if any, incurred in contesting or disputing any such
termination  or in seeking to obtain or enforce any right or benefit provided by
this  Agreement).

          3.2  Termination  by  Employee  with  Justification. Employee shall be
               ----------------------------------------------
entitled  to terminate his employment with "Justification" and shall be entitled
to  the  benefits  set  forth  in Section 3.1 if any of the following conditions
pertain:

               3.2-1  Without  his  express  written  consent, the assignment to
Employee of any duties inconsistent with his positions, duties, responsibilities
and  status with the Employer and the Company as of the date hereof, or a change
in  his  reporting  responsibilities, titles or offices with the Employer or the
Company  as in effect  as of the date hereof, or any removal of Employee from or
any  failure to re-elect Employee to any of such positions, except in connection
with the termination of his employment for Cause, Disability or Retirement or as
a  result  of  his  death.

               3.2-2  A  reduction  by the Employer in Employee's base salary as
the  same  hereafter  may  be  increased  from  time  to  time.

               3.2-3  The  Employer's  requiring  Employee  to be based anywhere
other  than  the Employer's offices in Dallas, Texas, except for required travel
on  the  Employer's  business  to  an  extent  substantially consistent with his
present  business  travel obligations, or, in the event Employee consents to any
relocation,  the  failure by the Employer to pay (or reimburse Employee) for all
reasonable moving expenses incurred by him relating to a change of his principal
residence  in  connection with such relocation and to indemnify Employee against
any  loss  (defined  as  the  difference  between  the actual sale price of such
residence  and  the  higher of (a) his aggregate investment in such residence or
(b)  the  fair  market  value  of  such residence as determined by a real estate
appraiser  designated  by  Employee and reasonably satisfactory to the Employer)
realized  on  the  sale of Employee's principal residence in connection with any
such  change  of  residence.

          3.3  Mitigation  of  Amounts Payable Hereunder.  Employee shall not be
               -----------------------------------------
required to mitigate the amount of any payment provided for in this Section 3 by
seeking  other  employment  or  otherwise,  nor  shall the amount of any payment
provided for in this Section 3 be reduced by any compensation earned by Employee
as  the  result of employment by another employer after the Date of Termination,
or  otherwise.

     4.     EXCISE  TAXES.
            -------------

          4.1     In  the  event  that  any payment or benefit received or to be
received  by  Employee  pursuant  to  the terms of this Agreement (the "Contract
Payments")  or  in  connection  with  Employee's  termination  of  employment or
contingent  upon  a  change  in  control  of the Company pursuant to any plan or
arrangement  or  other  agreement  with  the  Employer  or  the  Company (or any
affiliate)  ("Other  Payments"  and,  together  with  the Contract Payments, the
"Payments"),  would  be subject to the excise tax (the "Excise Tax"), imposed by
Section  4999  of  the Code, as determined as provided below, the Employer shall
pay  to  Employee,  at  the  time  specified in Section 4.2 below, an additional
amount  (the  "Gross-Up Payment") such that the net amount retained by Employee,
after  deduction  of  the Excise Tax on Contract Payments and Other Payments and
any federal, state and local income or other tax and Excise Tax upon the payment
provided  for  by  this Section 4.1, and any interest, penalties or additions to
tax  payable  by  Employee  with  respect  thereto,  shall be equal to the total
present  value  of  the  Contract  Payments  and Other Payments at the time such
Payments  are  to  be  made.  For  purposes  of  determining  whether any of the
Payments  will  be subject to the Excise Tax and the amounts of such Excise Tax,
(1)  the  total  amount of the Payments shall be treated as "parachute payments"
within  the meaning of Section 280G(b)(2) of the Code, and all "excess parachute
payments"  within the meaning of Section 280G(b)(1) of the Code shall be treated
as  subject  to  the  Excise  Tax,  except to the extent that, in the opinion of
independent  tax  counsel  selected  by  the Employer's independent auditors and
reasonably  acceptable  to  Employee  ("Tax Counsel"), a Payment (in whole or in
part)  does  not  constitute a "parachute payment" within the meaning of Section
280G(b)(2)  of  the  Code,  or  such "excess parachute payments" (in whole or in
part)  are  not  subject  to the Excise Tax, (2) the amount of the Payments that
shall  be  treated as subject  to the Excise Tax shall be equal to the lesser of
(A)  the  total  amount  of  the Payments or (B) the amount of "excess parachute
payments"  within  the meaning of Section 280G(b)(1) of the Code (after applying
clause  (1)  hereof),  and (3) the value of any noncash benefits or any deferred
payment  or  benefit  shall  be determined by Tax Counsel in accordance with the
principles  of  Section  280G(d)(3)  and  (4)  of  the  Code.  For  purposes  of
determining  the amount of the Gross-Up Payment, Employee shall be deemed to pay
federal  income  tax  at  the  highest marginal rates of federal income taxation
applicable  to individuals in the calendar year in which the Gross-Up Payment is
to  be  made  and state and local income taxes at the highest effective rates of
taxation  applicable  to  Employee  in  the  calendar year in which the Gross-Up
Payment is to be made, net of the maximum reduction in federal income taxes that
can  be  obtained  from  deduction  of  such  state and local taxes, taking into
account  any limitations applicable to individuals subject to federal income tax
at  the  highest  marginal  rates.

          4.2     Gross-Up  Payments provided for in Section 4.1 hereof shall be
made  upon the earlier of (i) the payment to Employee of any Contract Payment or
Other Payment or (ii) the imposition upon Employee or payment by Employee of any
Excise  Tax.

          4.3     The Employee shall notify the Employer in writing of any claim
by  the  Internal Revenue Service that, if successful, would require the payment
by the Employer of a Gross-Up Payment.  Such notification shall be given as soon
as practicable but no later than 20 business days after the Employee is informed
in  writing  of  such claim and shall apprise the Employer of the nature of such
claim  and  the  date on which such claim is requested to be paid.  The Employee
shall  not pay such claim prior to expiration of the 30 day period following the
date  on  which  the Employee gives such notice to the Employer (or such shorter
period  ending  on the date that any payment of taxes with respect to such claim
is  due).  If  the  Employer  notifies  the  Employee  in  writing  prior to the
expiration  of  such  period  that it desires to contest such claim the Employee
shall:

          i)     give  the  Employer any information reasonably requested by the
Employer  relating  to  such  claim;

          ii)     take  such  action in connection with contesting such claim as
the  Employer  shall reasonably request in writing from time to time, including,
without limitation, accepting legal representation with respect to such claim by
an  attorney  reasonably selected by the Employer and reasonably satisfactory to
the  Employee;

          iii)     cooperate  with  the  Employer  in  good  faith  in  order to
effectively  contest  such  claim;  and

          iv)     permit the Employer to participate in any proceedings relating
to  such  claim;

     provided,  however, that the Employer shall bear and pay directly all costs
and  expenses  (including, but not limited to, additional interest and penalties
and related legal, consulting or other similar fees) incurred in connection with
such  contest,  and  shall  indemnify  and  hold  the  Employee  harmless, on an
after-tax  basis,  for  any  Excise  Tax  or  other  tax (including interest and
penalties  with  respect thereto) imposed as a result of such representation and
payment  of  costs  and  expenses.

          4.4     The Employer shall control all proceedings taken in connection
with  such  contest  and,  at  its sole option, may pursue or forego any and all
administrative  appeals,  proceedings,  hearings and conferences with the taxing
authority  in  respect  of such claim and may, at its sole option, either direct
the Employee to pay the tax claimed and sue for a refund or contest the claim in
any  permissible  manner, and the Employee agrees to prosecute such contest to a
determination  before  any  administrative  tribunal,  in  a  court  of  initial
jurisdiction  and  in  one  or  more  appellate  courts,  as  the Employer shall
reasonably  determine;  provided,  however,  that  if  the  Employer directs the
Employee  to pay such claim and sue for a refund, the Employer shall advance the
amount  of  such  payment  to  the  Employee on a interest-free basis, and shall
indemnify and hold the Employee harmless, on an after-tax basis, from any Excise
Tax  or other tax (including interest or penalties with respect thereto) imposed
with respect  to such advance or with respect to any imputed income with respect
to  such  advance;  and  provided,  further, that if the Employee is required to
extend  the statute of limitations to enable the Employer to contest such claim,
the  Employee  may  limit  this  extension solely to such contested amount.  The
Employer's  control  of  the  contest shall be limited to issues with respect to
which  a  Gross-Up  Payment would be payable hereunder and the Employee shall be
entitled to settle or contest, as the case may be, any other issue raised by the
Internal  Revenue  Service  or  any  other  taxing  authority.  In  addition, no
position  may  be  taken  nor  any final resolution be agreed to by the Employer
without  the  Employee's consent if such position or resolution could reasonably
be  expected  to adversely affect the Employee (including any other tax position
of  the  Employee  unrelated  to  the  matters  covered  hereby).

          4.5     As  a  result of the uncertainty in the application of Section
4999 of the Code at the time of the initial determination by the Employer or the
Tax Counsel hereunder, it is possible that Gross-Up Payments which will not have
been  made  by  the  Employer should have been made ("Underpayment"), consistent
with  the  calculations  required  to  be  made hereunder  In the event that the
Employer exhausts its remedies and the Employee thereafter is required to pay to
the  Internal Revenue Service an additional amount in respect of any Excise Tax,
the  Employer  or the Tax Counsel shall determine the amount of the Underpayment
that  has  occurred  and  any  such  Underpayment shall promptly  be paid by the
Employer  to  or  for  the  benefit  of  the  Employee.

          4.6     If,  after  the receipt by Employee of the Gross-Up Payment or
an  amount  advanced by the Employer in connection with the contest of an Excise
Tax  claim,  the Employee becomes entitled to receive any refund with respect to
such  claim,  the Employee shall promptly pay to the Employer the amount of such
refund  (together  with  any  interest  paid  or  credited  thereon  after taxes
applicable  thereto).  If,  after  the  receipt  by  the  Employee  of an amount
advanced by the Employer in connection with an Excise Tax claim, a determination
is  made  that Employee shall not be entitled to any refund with respect to such
claim  and the Employer does not notify the Employee in writing of its intent to
contest  the denial of such refund prior to the expiration of 30 days after such
determination,  such  advance  shall be forgiven and shall not be required to be
repaid.

     5.     SUCCESSORS;  BINDING  AGREEMENT.
            -------------------------------

          5.1  Successors  of  the  Company.  The  Employer and the Company will
               ----------------------------
require  any  successor  (whether direct or indirect, by purchase, amalgamation,
merger,  consolidation or otherwise) to all or substantially all of the business
and/or  assets  of  the  Employer  and/or  the Company, by agreement in form and
substance  satisfactory  to  Employee,  expressly to assume and agree to perform
this  Agreement  in the same manner and to the same extent that the Employer and
the  Company  would  be  required  to perform it if no such succession had taken
place.  Failure  of  the Employer and the Company to obtain such agreement prior
to  the effectiveness of any such succession shall be a breach of this Agreement
and  shall entitle Employee to compensation from the Employer in the same amount
and  on  the  same  terms  as  Employee  would be entitled hereunder if Employee
terminated  his  employment  for  Good  Reason,  except  that  for  purposes  of
implementing  the  foregoing,  the  date  on  which  any such succession becomes
effective  shall  be deemed the Date of Termination.  As used in this Agreement,
the  terms, "Employer" and "Company" shall include any successor to the business
and/or assets of the Employer and/or the Company as aforesaid which executes and
delivers the agreement provided for in this Section 5 or which otherwise becomes
bound  by  all  the  terms and provisions of this Agreement by operation of law.

          5.2  Employee's Heirs, etc.  This Agreement shall inure to the benefit
               ----------------------
of  and  be  enforceable  by  Employee's  personal  or  legal  representatives,
executors,  administrators,  successors,  heirs,  distributees,  devisees  and
legatees.  If  Employee  should  die while any amounts would still be payable to
him hereunder as if he had continued to live, all such amounts, unless otherwise
provided herein, shall be paid in accordance with the terms of this Agreement to
his devisee, legatee, or other designee or, if there be no such designee, to his
estate.

     6.     NOTICE.  For  the  purposes of this Agreement, notices and all other
            ------
communications  provided  for  in the Agreement shall be in writing and shall be
deemed  to  have  been  duly  given  when  delivered  or mailed by United States
registered  mail,  return  receipt  requested,  postage prepaid, or by overnight
courier  service,  addressed  to the respective addresses set forth on the first
page  of  this  Agreement,  provided  that  all notices to the Employer shall be
directed  to the attention of the Chief Executive Officer of the Employer with a
copy  to  the Secretary of the Employer, and all notices to the Company shall be
directed  to  c/o Triton Exploration Services, Inc., 6688 N. Central Expressway,
Suite  1400,  Dallas, Texas 75206 attention: President, or to such other address
as  any  party  may  hereafter specify in writing in accordance herewith, except
that  notices  of  change  of  address  shall  be  effective  only upon receipt.

     7.     MISCELLANEOUS.  No  provisions  of  this  Agreement may be modified,
            -------------
waived  or discharged unless such waiver, modification or discharge is agreed to
in  writing signed by Employee, the Employer and the Company (in whose case such
signatory  shall  be such officer as may be specifically designated by the Board
(which  shall  in any event include the Company's Chief Executive Officer)).  No
waiver  by  either  party  hereto  at  any time of any breach by the other party
hereto  of,  or compliance with, any condition or provision of this Agreement to
be  performed  by  such  other  party  shall  be  deemed  a waiver of similar or
dissimilar  provisions  or  conditions at the same or at any prior or subsequent
time.  No  agreements or representations, oral or otherwise, express or implied,
with  respect  to the subject matter hereof have been made by either party which
are  not  set  forth expressly in this Agreement. This Agreement constitutes the
entire  agreement  of  the  parties  regarding  the  subject  matter hereof, and
supersedes all prior agreements and understandings, both written and oral, among
the  parties,  or  any  of  them,  with  respect  to  the subject matter hereof.

     8.     VALIDITY.  The  invalidity  or unenforceability of any provisions of
            --------
this  Agreement  shall  not  effect  the validity or enforceability of any other
provision  of  this  Agreement,  which  shall  remain  in full force and effect.

     9.     COUNTERPARTS.  This  Agreement  may  be  executed  in  one  or  more
            ------------
counterparts,  each  of which shall be deemed to be an original but all of which
together  will  constitute  one  and  the  same  instrument.

     10.     GOVERNING  LAW;  JURISDICTION.  This Agreement shall be governed by
             -----------------------------
and construed under the laws of the State of Texas. The Employer and the Company
hereby  irrevocably  submit  to  the  jurisdiction of any Texas State or Federal
court  sitting  in  the  Northern District of Texas, and the jurisdiction of any
arbitration  panel  constituted  pursuant to Section 11 hereof, over any action,
proceeding  or  arbitration arising out of or relating to this Agreement and the
Employer  and the Company hereby irrevocably agree that all claims in respect of
such  action  or  proceeding  may be heard and determined in such Texas State or
Federal  court  or  arbitration  proceeding.

     11.     ARBITRATION.  Any  dispute  or  controversy  arising  under  or  in
             -----------
connection  with  this  Agreement shall be settled exclusively by arbitration in
Dallas,  Texas  (in  accordance  with  the  rules  of  the  American Arbitration
Association  then  in effect).  Notwithstanding the pendency of any such dispute
or controversy, the Employer will continue to pay Employee his full compensation
in  effect  when the notice giving rise to the dispute was given (including, but
not  limited  to,  base  salary and installments under incentive, bonus or other
plans)  and  continue Employee as a participant in all compensation, benefit and
insurance plans in which he was participating when the notice giving rise to the
dispute  was  given,  until  the  dispute is finally resolved in accordance with
Section  2.5  hereof.  Amounts  paid under this paragraph are in addition to all
other amounts due under this Agreement and shall not be offset against or reduce
any  other  amounts  due  under  this  Agreement. Judgment may be entered on the
arbitrator's  award  in  any  court having jurisdiction; provided, however, that
Employee  shall be entitled to seek specific performance of his right to be paid
until  the Date of Termination during the pendency of any dispute or controversy
arising  under  or  in  connection  with  this  Agreement.

     12.  CAPTIONS  AND GENDER.  The use of captions and Section headings herein
          --------------------
is  for the purposes of convenience only and shall not effect the interpretation
or  substance  of  any  provisions  contained herein.  Similarly, the use of the
masculine  gender  with respect to pronouns in this Agreement is for purposes of
convenience  and  includes  either  sex  who  may  be  a  signatory.

     13.  LEGAL  FEES.  The Employer shall pay Employee, no less frequently than
          -----------
monthly,  all  legal  fees  and  expenses  reasonably  incurred  by  Employee in
connection  with  this  Agreement (including all such fees and expenses, if any,
incurred  in  contesting  or  disputing  the  nature of any such termination for
purposes  of  this  Agreement  or  in  seeking to obtain or enforce any right or
benefit  provided  by  this Agreement, but excluding any legal fees and expenses
relating to a claim brought be Employee that a court has determined (in a final,
non-appealable  judgment)  to  be  brought  in  bad  faith).

     IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the
date  and  year  first  above  written.

                                      TRITON  EXPLORATION  SERVICES,  INC.


                                      By:______________________________________
                                         A.E. Turner, III, Senior Vice President




                                      _________________________________________
                                      James  C.  Musselman


                                      Employee's  Address  for  Notice:
                                      _________________________________________
                                      _________________________________________
                                      _________________________________________




                             JOINDER OF THE COMPANY


     The Company hereby joins in this Agreement for the purpose of guaranteeing,
and  the  Company does hereby unconditionally guarantee, to Employee the due and
prompt  performance  by  the Employer, or its successors and assigns as provided
herein  (the  "Obligor") of the Obligor's obligations hereunder and covenanting,
and  the  Company  does  hereby  covenant,  with  Employee  to  be  bound by the
agreements  of  the  Company as set forth herein.  In case of the failure of the
Obligor to punctually perform any obligation under this Agreement, including the
making  of  any  payment  hereunder, the Company hereby agrees to cause any such
obligation  to  be  promptly  performed  when  and as the same shall be due. The
Company  hereby  agrees  that  its  obligations hereunder shall be as if it were
principal  obligor  and  not  merely  surety,  and  shall  be  absolute  and
unconditional,  irrespective  of,  and  shall  be unaffected by, any invalidity,
irregularity or unenforceability of any provision of this Agreement, any failure
to  enforce  the  provisions  of  this Agreement, or any waiver, modification or
indulgence  granted to the Obligor with respect thereto, by the Employee, or any
other circumstance which may otherwise constitute a legal or equitable discharge
of  a  surety  or  guarantor.  The Company hereby waives diligence, presentment,
demand,  any  right  to  require a proceeding first against the Obligor, and all
demands whatsoever, and covenants that its obligations under this Agreement will
not  be  discharged  except  by performance in full of the Obligor's obligations
hereunder. The agreements of the Company hereunder shall inure to the benefit of
and  be  enforceable by Employee's personal or legal representatives, executors,
administrators,  successors,  heirs,  distributees,  devisees  and  legatees.

                                 TRITON  ENERGY  LIMITED


                                 By: ___________________________________
                                     A. E. Turner, III, Senior Vice President



</TEXT>
</DOCUMENT>
