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Employment Agreement
<br />THIS EtuPLOYa~trt' AGREEMExT (this "Agreement") is entered into this 3rd day of
<br />Iviarch, , y~, uy an between ncOrgariiicd CF&. Siee. ti.,.y,.,.a...,,~, .....,,bo,,:u.d ... ,...
<br />Fabricators of Utah, Inc., Reorganized Colorado & Utah Land Company, Reorganized
<br />Kansas Metals Company, Reorganized Albuquerque Metals Company, Reorganized Pueblo
<br />Metals Company, Reorganized Denver Metals Company, Reorganized Pueblo Railroad
<br />Service Company, Reorganized CF&I Fabricators of Colorado, Inc., and The Reorganized
<br />Colorado and Wyoming Railroad Company (jointly, severally and collectively the
<br />"Companies") and J. DAVID HouGxTOx, an individual ("Houghton").
<br />R ita
<br />A. The Companies are the 'Reorganized Debtors" (as that term is defined in the
<br />Debtors' and Railroad Trustee's First Amended and Restated Joint Plan of Reorganization,
<br />dated December 1, 1992 [the "Plan "]) of CF&I Steel Corporation, CF&I Fabricators of
<br />Utah, Inc., Colorado & Utah Land Company, Kansas Metals Company, Pueblo Metals
<br />Company, Denver Metals Company, Pueblo Railroad Service Company, CF&I Fabricators of
<br />Colorado, Inc., and The Colorado and Wyoming Railway Company.
<br />8. Pursuant to the Plan, the Reorganized Debtors aze to be operated pursuant to
<br />those certain provisions for Post-Effective Date Governance of the Reorganized Debtors, a
<br />copy of which is attached hereto (the 'Governing Agreement. The Governing Agreement
<br />provides that a 'Responsible Officer" shall manage the Reorganized Debtors on a day-today
<br />basis.
<br />C. The Companies believe that the services of Houghton as the Responsible Officer
<br />will be of substantial value to the Reorganized Debtors, and desire to obtain the continued
<br />services of Houghton in the capacities described herein and to be assured of their right to
<br />such services, upon the terms and subject to the conditions set forth in this Agreement.
<br />D. Houghton is willing to provide such services and to serve in the capacities
<br />described herein, upon such terms and subject to such conditions.
<br />Agreement
<br />In consideration of the recitals listed above, and of the terms and mutual covenants set
<br />forth below, and for other good and valuable consideration, the receipt and sufficiency of
<br />which the parties hereby aclmowledge, the parties hereby agree as follows:
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