EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT(hereinafter referred to as the Agreement is made effective as of the
October 15, 2001, by and betweenWestern Gas Resources, Inc., a Delaware corporation, (hereinafter referred to as the "Corporation" or
"Company"), and Peter A. Dea, (hereinafter referred to as the "Employee").

WITNESSETH:

A.  The
Corporation, its subsidiaries and affiliates (the "Western Companies") acquire, design, construct and operate
natural gas gathering and processing facilities, market, store and transport natural gas, natural gas liquids and sulfur, market electrical power and explore for, develop, and produce oil and gas.

B.  The
Corporation desires to employ Employee as its Chief Executive Officer and President and Employee has agreed to accept such position upon the terms and
conditions set forth herein.

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

1.  Employment.Corporation hereby employs the Employee and the Employee hereby accepts such employment with the
Corporation upon the terms and conditions hereinafter set forth. The Employee's employment shall commence on November 1, 2001, and continue until May 31, 2005 unless it is earlier
terminated in accordance with the provisions of paragraph 12 hereof. Employee's employment may be extended, from time to time, by a written agreement signed by both parties.

2.  Powers, Duties and Responsibilities.



3.  Compensation and Bonus.



4.  Officer Insurance CoverageCosts of Defense.During the term of Employee's employment and for two
(2) years thereafter, the Corporation shall provide to Employee officer liability insurance coverage to cover any claims that may be made arising from his past, present, or future activities on
behalf of the Western Companies, in the same manner as such insurance is provided to the other officers of the Corporation, provided that such insurance coverage is available to the Corporation at a
reasonable cost. Thereafter, if the Employee wants continuing officer liability insurance coverage, he shall be responsible for the cost thereof.

5.  Cooperation With Respect to Investigations, Claims or Litigation.During the term of Employee's employment and at
all times thereafter, should a Western Company become involved in any investigation, claim, or litigation relating to or arising out of Employee's past, present, or future duties with a Western
Company or with respect to any matters which the Employee has knowledge, Employee agrees to fully, and in good faith, cooperate with the Corporation with respect to such investigation, claim, or
litigation. The Corporation shall reimburse Employee for his reasonable out-of-pocket expenses incurred to provide such cooperation.

6.  Indemnification Agreement.Exhibit "A", attached hereto and incorporated herein by reference is an
Indemnification Agreement by and between the Corporation and the Employee. The Corporation and the Employee each agree to execute and deliver such Indemnification Agreement concurrently with the
execution and delivery of this Agreement. To the extent any provision set forth in the Indemnification Agreement is in conflict with any provision set forth in this Agreement, the provision set forth
in the Indemnification Agreement shall govern.

7.  Employee Benefits.



Year of Service
Completed

Percentage of
Options Vested1

25
%2

25
%3

25
%4

25
%


For
these purposes, a Year of Service shall be 12 months of full-time employment with the Company during a period beginning September 1, and ending August 31. Employee
must be employed on the last day of any such 12-month period in order to have completed a year of service. The Employee hereby agrees and acknowledges that nothing in this Agreement
guarantees him the right to any additional grant of stock options. However, the Board of Directors, in its sole discretion, may grant additional stock options to Employee. Employee shall receive
registered stock upon the exercise of his options.

8.  Confidential Information.Employee acknowledges that pursuant to the employment hereunder, Employee occupies a
position of trust and confidence. Accordingly, in order to facilitate the performance of this Agreement and the activities contemplated by this Agreement, the Western Companies may disclose to
Employee or Employee may develop or obtain certain proprietary or confidential information of the Western Companies. During Employee's employment hereunder and for a period of one (1) year
therefrom, Employee hereby agrees not to use or to disclose to any person, other than in the discharge of his duties under this Agreement, any "proprietary or confidential" information of the Western
Companies, including, but not limited to, any information concerning the business operations, business strategies, or internal structure of the Western Companies, the customers or clients of the
Western Companies, any acquisition strategies of the Western Companies, the gas and other products, marketing or transportation strategies of the Western Companies, its subsidiaries or affiliates, the
terms of any gas gathering, processing, marketing, or transportation contracts entered into by the Western Companies, past, present or future research done by the Western Companies respecting the
business or operations of the Western Companies, or customers or clients or potential customers or clients of the Western Companies, personnel data of the Western Companies, product or process
knowledge, the Employee's work performed for, or relating to or for, any customer or client of any Western Company or the gas or other product pricing for any customer or client of any Western
Company, any method or procedure relating or pertaining to projects developed by any Western Company or contemplated by any Western Company to be developed, or any gas gathering, processing, drilling,
marketing, transportation project which any Western Company is developing, or any plans or strategy related to the foregoing Information shall not be deemed to be Confidential Information for purposes
of this Agreement which: (i) is or hereafter becomes publicly known through no act or
omission of the Employee; (ii) is received by Employee without restriction on disclosure from a third party who disclosed the information without violating any restriction on confidentiality or
disclosure; (iii) is independently developed by Employee without reference to the Confidential Information and without violation of any confidentiality restriction; or (iv) is divulged
by Employee pursuant to statute, regulation, or the order of a court of competent jurisdiction, provided that Employee previously notifies the Corporation so as to allow the Corporation to take
appropriate protective measures.

If
the Employee violates this agreement of confidentiality, the Corporation shall, in addition to any other remedy provided by law, be permitted to pursue an action for injunctive
relief, monetary damages, or both. The Employee acknowledges that all such information constitutes confidential and/or proprietary information of the Western Companies and agrees that such information
shall be kept confidential, such information shall be used solely for the purpose of performing the obligations

hereunder or activities contemplated by this Agreement, and that he shall not otherwise disclose or make use of such information, except in response to a court order.

9.  Non-Solicitation.During Employee's employment hereunder and for a period of six (6) months
thereafter, Employee shall not engage in any of the following: (a) hire, offer to hire (or participate in the hiring or offer to hire of) any officer or employee of any Western Company; or
(b) directly solicit any current customer of the Corporation at any time during Employee's term of employment with the Corporation. Provided, however, these restrictions shall not apply after a
Change of Control, as defined in paragraph 15(a)(2) or as provided in paragraph 17(a). This provision, however, shall not be construed to require the Employee to violate any law
forbidding anti-competitive practices or any law regarding anti-trust.

In
addition, nothing contained herein shall prevent Employee from hiring any officer or employee of any Western Company as a result of a general solicitation in a publicly-available
publication, including the internet. In the event Employee violates this non-solicitation provision, the Western Company shall, in addition to any other remedy provided by law, be
permitted to pursue an action for injunctive relief, monetary damages, or both.

10. Ownership of Documents.All information, drawings, documents and materials whether in writing, on computer disks,
computer hard drive, on magnetic tape or otherwise prepared by the Employee in connection with his employment, or which Employee obtains in the course of or as result of his employment by the
Corporation shall be the sole and exclusive property of the Corporation and will be delivered to the Corporation by the Employee on the earlier of a demand by the Corporation or promptly after
termination of his employment hereunder, together with all written, computer, magnetic tape or other evidence of the information, drawings, document and materials, if any, furnished by any Western
Company to the Employee in connection with the Employee's employment.

11. Agreement Not To Compete.The parties hereto recognize that the Employee is retained by the Corporation as part of a
professional, management and executive staff of the Corporation whose duties include the formulation and execution of management policy. Therefore, the Employee hereby agrees that during the term of
his employment hereunder and for a period of six (6) months after the termination of employment, he shall not act or engage in material competition with the activities of or plans of any
Western Company as they exist up to the time of the Employee's termination of employment; provided, however, that this agreement not to compete shall terminate in the event of a Change of Control of
the Corporation or as provided in paragraph 17. Material competition by the Employee shall mean that the Employee is involved in any business or investment activity, in any capacity including
but not limited to an employee, consultant, advisor, agent, shareholder, independent contractor, investor, partner, member, owner or otherwise, which activity directly competes with or has a material
adverse economic effect on any of the material business activities or business plans of any Western Company. Material competition shall not include any activity involving the gathering and processing
business that is not within 25 miles of one of the Western Companies' existing or planned gathering, processing or generation facilities; an activity involving the storage or hub business for natural
gas or natural gas liquids that is not within 100 miles of an existing or planned storage facility of any Western Company; and/or an activity involving the purchase of oil or gas leases, the farming
in of such leases or any similar arrangement, that is not within five (5) miles of the boundaries of an existing oil or gas lease of any Western Company. In the event the Employee violates this
agreement not to compete, the Corporation shall, in addition to any other remedies provided by law, be permitted to pursue an action for injunctive relief (preliminary or permanent), monetary damages,
or both. Provided, however, these restrictions shall not apply after a Change of Control, as defined in paragraph 15(a)(2) or as set forth in paragraph 17.

12. Termination of Employment.Employee's employment pursuant to this Agreement shall terminate upon the first to occur
of the following events:



Cause.For purposes of this Agreement, a termination of employment is for "Cause" if the Employee has been convicted of
a felony involving moral turpitude or the termination is evidenced by a resolution adopted in good faith by two-thirds of the Board that the Employee (a) intentionally and
continually failed substantially to perform his reasonably assigned duties with the Company (other than a failure resulting from the Employee's incapacity due to physical or mental illness or from the
Employee's assignment of duties that would constitute "Good reason" as hereinafter defined) which failure continued for a period of at least thirty days after a written notice of demand for
substantial performance has been delivered to the Employee specifying the manner in which the Employee has failed substantially to perform, or (b) intentionally engaged in conduct which is
demonstrably and materially injurious to the Company;provided, however, that no termination of the Employee's employment shall be for Cause until
(x) there shall have been delivered to the Employee a copy of a written notice setting forth that the Employee was guilty of the conduct set forth in this section and specifying the
particulars thereof in detail, and (y) the Employee shall have been provided an opportunity to be heard in person by the Board (with the assistance of the Employee's counsel if the Employee so
desires). Neither an act nor a failure to act, on the Employee's part shall be considered "intentional" unless the Employee has acted or failed to act with a lack of good faith and with a lack of
reasonable belief that the Employee's action or failure to act was in the best interest of the Company. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by
the Employee if Employee has terminated for good reason shall constitute Cause for purposes of this Agreement.

13.[Section Intentionally Omitted].

14. Employee's Rights and Obligations Upon Death or Disability.If the Employee's employment is terminated as a result
of death or disability, then the Employee shall be entitled to the following in full satisfaction of all of his rights under this Agreement or at law:



15. Employee's Rights and Obligations Upon Termination of Employment By the Corporation Without Cause or By Employee for Good Reason.If Employee's employment is terminated by the Corporation without cause
pursuant to Section 12(d) herein or by the Employee for Good Reason, then Employee shall
be entitled to the following in full satisfaction of his rights under this Agreement or at law:



"Change
of Control" shall also be deemed to have occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange
Act of 1934, as amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Corporation or a corporation owned directly or indirectly by the stockholders
of the Corporation in substantially the same proportions as their ownership of stock of the Corporation, is or becomes the "beneficial owner" (as defined in Rule 13d3 under said Act), directly
or indirectly, of securities of the Corporation representing 20% or more of the total voting power represented by the Corporation's then outstanding Voting Securities, or (ii) during any period
of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Corporation and any new director whose election by the Board of Directors or
nomination for election by the Corporation's stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors
at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or (iii) the stockholders of the
Corporation approve a
merger or consolidation of the Corporation with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Corporation outstanding immediately prior
thereto continuing to represent (ether by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting
Securities of the Corporation or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Corporation approve a plan of complete liquidation of the
Corporation or an agreement for the sale or disposition by the Corporation of (in one transaction or a series of transactions) all or substantially all of the Corporation's assets.

For
purposes of this paragraph, the term Voting Securities means any securities of the Corporation which vote generally in the election of directors.



16. Employee's Rights and Obligations Upon Termination of Employment by the Corporation With Cause.If Employee's
employment is terminated by the Corporation with cause pursuant to paragraph 12(e) herein, then the Employee shall be entitled to the following in full satisfaction of all of his rights
under this Agreement or at law.



17. Employee's Rights and Obligations Upon Termination of Employment By Employee.If Employee's employment is terminated
by the Employee pursuant to paragraph 12(c) herein, then the Employee shall be entitled to the following in full satisfaction of all of his rights under this Agreement or at law:



18. Directorship.Upon the effective date of this Agreement, Employee shall be elected as a member of the Company's
Board of Directors and shall serve in such capacity during the term of his employment with the Company. Upon Employee's termination of employment, for any reason, Employee agrees to resign immediately
from his position as a Director of Corporation.

19. Benefit.This Agreement shall inure to the benefit of and be binding upon the Corporation, its successors and
assigns, including, but not limited to (i) any corporation which may acquire all or substantially all of the Corporation's assets and business, (ii) any corporation with or into which
the Corporation may be consolidated or merged, or (iii) any corporation that is the successor corporation in a share exchange, and the Employee, his heirs, guardians and personal and legal
representatives.

20. Notices.All notices and communications hereunder shall be in writing and shall be deemed given when sent postage
prepaid by registered or certified mail, return receipt requested, and, if intended for the Corporation, shall be addressed to it, to the attention of its President, at:



or
at such other address which the Corporation shall have given notice to the Employee in the manner herein provided, and if intended for the Employee, shall be addressed to him at his last known
residence, or at such other address at which the Employee shall have given notice to the Corporation in the manner provided herein:



21. Governing Law.This Agreement shall be governed by and construed in accordance with the laws of the State of
Colorado.

22. Severability.In the event one or more of the provisions contained in this Agreement, or any application thereof,
shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or any other application or modification thereof,
shall not in any way be affected or impaired. The parties further agree that any such invalid, illegal or unenforceable provision or restriction shall be deemed modified so that it shall be enforced
to the greatest extent permissible under law, and to the extent that any court of competent jurisdiction determines any provision or restriction herein to be overly broad, or unenforceable, such court
is
hereby empowered and authorized to limit such provisions or restriction so that it is enforceable for the longest duration of time, within the largest geographical area and with the broadest scope.

23. Miscellaneous.



IN WITNESS WHEREOF, the parties have hereunto set their hands as of the date first written above.

| |  | CORPORATION:
    WESTERN GAS RESOURCES, INC.
| |  | --------------------------------------------
| |  | By                                          
| |  | EMPLOYEE:                                   
| |  |                                             





Exhibit A

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT(this "Agreement"), effective as of November 1, 2001, between Western Gas
Resources, Inc., a Delaware corporation (the "Company"), and Peter A. Dea (the "lndemnitee").

WHEREAS, it is essential to the Company to retain and attract as officers and directors the most capable persons available;

WHEREAS, Indemnitee is the Chief Executive Officer, President and director of the Company;

WHEREAS,both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors
of public companies in today's environment;

WHEREAS,the Bylaws of the Company require the Company to indemnify and advance expenses to its officers and directors to the full
extent permitted by law and the Indemnitee has been serving and continues to serve as an officer or director of the Company in part in reliance on such Bylaws;

WHEREAS,in recognition of Indemnitee's need for substantial protection against personal liability in order to enhance Indemnitee's
continued service to the Company in an effective manner and Indemnitee's reliance on the aforesaid Bylaws, and in part to provide Indemnitee with specific contractual assurance that the protection
promised by such Bylaws will be available to Indemnitee (regardless of, among other things, any amendment to or revocation of such Bylaws, or any change in the composition of the Company's Board of
Directors or acquisition transaction relating to the Company), the Company wishes to provide in this Agreement for the indemnification of and the advancing of expenses to Indemnitee to the fullest
extent (whether partial or complete) permitted by
law and as set forth in this Agreement, and, to the extent insurance is maintained, for the continued coverage of Indemnitee under the Company's directors' and officers' liability insurance policies;

NOW, THEREFORE,in consideration of the premises and of Indemnitee continuing to serve the Company directly or, at its request, another
enterprise, and intending to be legally bound hereby, the parties hereto agree as follows:



power
represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of
complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all the Company's assets.





the
fullest extent permitted by law as soon as practicable but in any event no later than thirty days after written demand is presented to the Company, against any and all Expenses, judgments,
fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or
amounts paid in settlement) of such Claim. If so requested by Indemnitee, the Company shall advance (within two business days of such request) any and all Expenses to Indemnitee (an "Expense
Advance").



of
Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense
Advances under this Agreement or any other agreement or Company Bylaw now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent
Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company
and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel
referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its
engagement pursuant hereto.





papers
required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such
rights.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of November 1, 2001.

| |  | WESTERN GAS RESOURCES, INC.
| |  | ---------------------------
| |  | By:                        
| |  | INDEMNITEE:                
| |  | By:                        



EXHIBIT B

WESTERN GAS RESOURCES, INC.  STOCK OPTION AGREEMENT

THIS AGREEMENT ("Agreement"), effective as of November 1, 2001, by and between Western Gas Resources, Inc. and its successors and assigns
(hereinafter called the "Corporation"), a Delaware corporation, and Peter A. Dea, Chief Executive Officer and President of the Corporation (hereinafter called the "Optionee").

R E C I T A L S:

A.  The
Optionee is eligible for stock options pursuant to an employment agreement effective October 15, 2001 ("Employment Agreement") by and between Optionee
and Corporation under the terms and conditions of the Employment Agreement and this Agreement.

B.  The
Board of Directors of the Corporation considers it desirable and in the Corporation's best interests that the Optionee be given an opportunity to purchase
shares of its Common Stock in order to provide incentive for the Optionee to remain with the Corporation and to promote the success of the Corporation.

NOW,
THEREFORE, in consideration of the promises exchanged herein, it is agreed as follows:

1.Grant of Option.The Corporation hereby grants as of November 1, 2001, (the "Grant Date") to the Optionee the
right, privilege and option to exercise 300,000 shares ("Option") of the Common Stock, par value $0.10 (the "Common Stock") of the Corporation, at an exercise price equal to five dollars ($5.00) below
the closing price per share for the Common Stock on the effective date of the Employment Agreement in the manner and subject to the conditions hereafter provided.

2.Period of Exercise of Option.This Option may be exercised in whole or in part, or in installments, from time to
time, with respect to the shares covered hereby, in the amounts and at the times specified below. The Option or any portion thereof, once it becomes exercisable as specified below, shall remain
exercisable until it shall expire in accordance with the provisions of this Agreement.

a.  Notwithstanding
anything to the contrary, no Option or portion thereof granted under this Agreement may be exercised after the earlier of (i) five
(5) years after the date the Optionee has the right to exercise such Option or portion thereof, in accordance with paragraph 2(b), below; or (ii) ten (10) years after the
date the Option is granted.

b.  Except
as expressly provided in Section 2(e), below, Optionee shall become entitled to exercise that portion of the Option and to purchase the percentage of
the Common Stock subject to the Option in accordance with the following schedule:



The
Optionee's right to purchase Shares subject to the Option shall be cumulative, so that four (4) years from the Grant Date, the Optionee shall be entitled to exercise one
hundred percent (100%) of the Option and to purchase all of the Common Stock subject to the Option, subject to all of the provisions of this Agreement.

c.  Except
as provided in Sections 2(d), 2(e) 2(f) and 2(g), Optionee may exercise an Option only if, at the time such Option is exercised, such
Optionee is Chief Executive Officer and President of, and has continuously been employed since the grant of the Option, as the Chief Executive Officer and President by the Corporation.

d.  If
Optionee's employment is terminated without cause or by Optionee for Good Reason (as those terms are defined in the Employment Agreement) and Optionee ceases to
be the Chief Executive Officer and President of the Corporation, all of the Options granted to such Optionee shall become one hundred percent (100%) exercisable, without regard to the provisions of
Section 2(b) above;provided, however, that no such Option may be exercised after three (3) months from the later of such
Optionee's date of termination or the date Optionee ceases to be the Chief Executive Officer and President. Upon expiration of said period, all unexercised Options, or portions thereof, shall
terminate, be forfeited, and shall lapse.

e.  If
Optionee dies while he is Chief Executive Officer and President of the Corporation, or ceases to be the Chief Executive Officer and President as a result of
disability, all of the Options granted to such Optionee shall become one hundred percent (100%) exercisable, without regard to the provisions of Section 2(b) above. In such event, the
Options may be exercised by the disabled Optionee, or in the event of death, the person or persons to whom his rights under the Option shall pass by will, or by the applicable laws of descent and
distribution;provided, however, that no such Option may be exercised after one hundred eighty (180) days from the later of such Optionee's date
of death, or the date Optionee ceases to be the Chief Executive Officer and President as a result of disability, whichever is applicable. Upon expiration of said period, all unexercised Options, or
portions thereof, shall terminate, be forfeited, and shall lapse.

f.   If
Optionee's employment is terminated by the Corporation for cause or by Optionee without good reason (as defined in the Employment Agreement) Optionee may, within
three (3) months thereafter, subject to provisions of Sections 2 (a), (b) and (c), exercise the Option to the extent that the Option was exercisable as of the date of termination
for cause. All unexercised Options, or portions thereof, shall terminate, be forfeited, and shall lapse.

g.  Notwithstanding
the provision of Section 2(b), above, in the event (1) there is a "Change of Control" of the Corporation as defined in the Employment
Agreement; and (2) the Optionee is terminated as the Chief Executive Officer and President of the Corporation without cause or terminated by Optionee with Good Reason (as defined in the
Employment Agreement), then all of the Options granted to such Optionee under this Agreement shall become one hundred percent (100%) exercisable, subject to the other provisions of this
Section 2. All unexercised Options, or portions thereof, shall terminate, be forfeited, and shall lapse upon expiration of a three (3) month period, for any of the reasons set forth
herein.

3.Method of Exercise.To exercise an Option, the Optionee, or his successors, shall give written notice to the
Treasurer of the Corporation at its principal office. Said notice shall be accompanied by full payment of the shares being purchased. If the option is exercised by the successor of the Optionee
following his death, proof shall also be submitted of the right of the successor to exercise the option. The Corporation shall not be required to transfer or deliver any certificate or certificates
for shares

purchased upon any such exercise of said option: (a) until after compliance with all then applicable requirements of law; and (b) prior to admission of such shares to listing on any
stock exchange on which the stock may then be listed. In no event shall the Corporation be required to issue fractional shares to the Optionee.

4.Limitation Upon Exercise.The option is not transferable by the Optionee otherwise than by will or the laws of
descent and distribution and is exercisable, during the lifetime of the Optionee, only by the Optionee.

5.Limitation Upon Transfer.Except as otherwise provided herein, the option and all rights granted hereunder shall not
be transferred by the Optionee, and may not be assigned, pledged, or hypothecated in any way and shall not be subject to execution, attachment or similar process. Upon any attempt to transfer the
option, or to assign, pledge, hypothecate or otherwise dispose of such option or of any rights granted hereunder, contrary to the provisions hereof, or upon the levy of any attachment or similar
process upon such option or such rights, such option and such rights shall immediately become null and void.

6.Stock Adjustment.In the event of any change in Common Stock of the Corporation by reason of a stock split, stock
dividend, recapitalization, exchange of shares, or other transaction, the number of shares remaining subject to the option and the option price per share shall be appropriately adjusted by the Board
of Directors.

7.Corporate Reorganization.If there shall be any capital reorganization or consolidation or merger of the Corporation
with another corporation or corporations, or any sale of all or substantially all of the Corporation's properties and assets to any other corporations, the Corporation shall take such action as may be
necessary to enable the Optionee to receive upon any subsequent exercise of such option, in whole or in part, in lieu of shares of Common Stock, securities or other assets as were issuable or payable
upon such reorganization, consolidation, merger or sale in respect of, or in exchange for such shares of Common Stock.

8.Rights of Stockholder.Neither the Optionee, his legal representative, nor other persons entitled to exercise the
option shall be or have any rights of a stockholder in the Corporation in respect of the shares issuable upon exercise of the option granted hereunder, unless and until certificates representing such
shares shall have been delivered pursuant to the terms hereof.

9.Rights of Optionee.Nothing contained in this Agreement shall confer upon Optionee any right to continue to remain
as the Chief Executive Officer and President of the Corporation.

10.Stock Reserved.The Corporation shall at all times during the term of this Agreement reserve and keep available such
number of shares of its Common Stock as will be sufficient to satisfy the terms of this Agreement.

11.Binding Effect.This Agreement shall be binding upon and inure to the benefit of any successor or successors of the
Corporation.

12.Incorporation of Employment Agreement by Reference.This Stock Option Agreement is subject to all of the terms and
conditions contained in the Employment Agreement, a copy of which has been furnished to the Optionee.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

| |  | WESTERN GAS RESOURCES, INC.
| |  | ---------------------------
| |  | By:                        
| |  |                            



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