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                                                                 EXHIBIT 10.2

                         SPINNAKER EXPLORATION COMPANY

                           2001 STOCK INCENTIVE PLAN

                                  I. PURPOSE

   The purpose of the SPINNAKER EXPLORATION COMPANY 2001 STOCK INCENTIVE PLAN
is to provide a means through which SPINNAKER EXPLORATION COMPANY, a Delaware
corporation, and its affiliates may attract able persons to serve as
directors, consultants, or advisors or to enter the employ of the Company and
its affiliates and to provide a means whereby those individuals upon whom the
responsibilities of the successful administration and management of the
Company and its affiliates rest, and whose present and potential contributions
to the welfare of the Company and its affiliates are of importance, can
acquire and maintain stock ownership, thereby strengthening their concern for
the welfare of the Company and its affiliates. A further purpose of the Plan
is to provide such individuals with additional incentive and reward
opportunities designed to enhance the profitable growth of the Company and its
affiliates. Accordingly, the Plan provides for granting Incentive Stock
Options, options that do not constitute Incentive Stock Options, Restricted
Stock Awards, or any combination of the foregoing, as is best suited to the
circumstances of the particular employee, consultant, advisor, or director as
provided herein.

                                II. DEFINITIONS

   The following definitions shall be applicable throughout the Plan unless
specifically modified by any paragraph:

   (a) "Affiliate" means any corporation, partnership, limited liability
company or partnership, association, trust or other organization which,
directly or indirectly, controls, is controlled by, or is under common control
with, the Company. For purposes of the preceding sentence, "control"
(including, with correlative meanings, the terms "controlled by" and "under
common control with"), as used with respect to any entity or organization,
shall mean the possession, directly or indirectly, of the power (i) to vote
more than 50% of the securities having ordinary voting power for the election
of directors of the controlled entity or organization, or (ii) to direct or
cause the direction of the management and policies of the controlled entity or
organization, whether through the ownership of voting securities or by
contract or otherwise.

   (b) "Award" means, individually or collectively, any Option or Restricted
Stock Award.

   (c) "Board" means the Board of Directors of the Company.

   (d) "Code" means the Internal Revenue Code of 1986, as amended. Reference
in the Plan to any section of the Code shall be deemed to include any
amendments or successor provisions to such section and any regulations under
such section.

   (e) "Committee" means the Board or a committee of the Board that is
selected by the Board as provided in Paragraph IV(a).

   (f) "Common Stock" means the common stock, par value $.01 per share, of the
Company, or any security into which such Common Stock may be changed by reason
of any transaction or event of the type described in Paragraph IX.

   (g) "Company" means Spinnaker Exploration Company, a Delaware corporation.

   (h) "Consultant" means any person who is not an employee and who is
providing advisory or consulting services to the Company or any Affiliate.

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   (i) "Director" means an individual elected to the Board by the stockholders
of the Company or by the Board under applicable corporate law who is serving
on the Board on the date the Plan is adopted by the Board or is elected to the
Board after such date.

   (j) An "employee" means any person (including a Director) in an employment
relationship with the Company or any Affiliate.

   (k) "Fair Market Value" means, as of any specified date, the mean of the
high and low sales prices of the Common Stock reported by (i) the New York
Stock Exchange on that date or (ii) the National Market System of NASDAQ on
that date; or, in either case, if no prices are reported on that date, on the
last preceding date on which such prices of the Common Stock are so reported.
If the Common Stock is traded over the counter at the time a determination of
its fair market value is required to be made hereunder, its fair market value
shall be deemed to be equal to the average between the reported high and low
or closing bid and asked prices of Common Stock on the most recent date on
which Common Stock was publicly traded. In the event Common Stock is not
publicly traded at the time a determination of its value is required to be
made hereunder, the determination of its fair market value shall be made by
the Committee in such manner as it deems appropriate.

   (l) "Holder" means an employee, Consultant, or Director who has been
granted an Award.

   (m) "Incentive Stock Option" means an incentive stock option within the
meaning of section 422 of the Code.

   (n) "1934 Act" means the Securities Exchange Act of 1934, as amended.

   (o) "Option" means an Award granted under Paragraph VII of the Plan and
includes both Incentive Stock Options to purchase Common Stock and Options
that do not constitute Incentive Stock Options to purchase Common Stock.

   (p) "Option Agreement" means a written agreement between the Company and a
Holder with respect to an Option.

   (q) "Plan" means the Spinnaker Exploration Company 2001 Stock Incentive
Plan, as amended from time to time.

   (r) "Restricted Stock Agreement" means a written agreement between the
Company and a Holder with respect to a Restricted Stock Award.

   (s) "Restricted Stock Award" means an Award granted under Paragraph VIII of
the Plan.

   (t) "Rule 16b-3" means Securities and Exchange Commission Rule 16b-3
promulgated under the 1934 Act, as such may be amended from time to time, and
any successor rule, regulation or statute fulfilling the same or a similar
function.

   (u) "Stock Appreciation Right" shall have the meaning assigned to such term
in Paragraph VII(d) of the Plan.

                 III. EFFECTIVE DATE AND DURATION OF THE PLAN

   The Plan shall become effective upon the date of its adoption by the Board,
provided the Plan is approved by the stockholders of the Company within twelve
months thereafter. Notwithstanding any provision in the Plan, in any Option
Agreement or in any Restricted Stock Agreement, no Option shall be exercisable
and no Restricted Stock Award shall vest prior to such stockholder approval.
No further Awards may be granted under the Plan after ten years from the date
the Plan is adopted by the Board. The Plan shall remain in effect until all
Options granted under the Plan have been exercised or expired, and all
Restricted Stock Awards granted under the Plan have vested or been forfeited.

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                              IV. ADMINISTRATION

   (a) Composition of Committee. The Plan shall be administered by the Board
and/or a committee of, and appointed by, the Board, comprised solely of two or
more outside Directors (within the meaning of the term "outside directors" as
used in section 162(m) of the Code and applicable interpretive authority
thereunder and within the meaning of "Non-Employee Director" as defined in
Rule 16b-3).

   (b) Powers. Subject to the express provisions of the Plan, the Committee
shall have authority, in its discretion, to determine which employees,
Consultants, or Directors shall receive an Award, the time or times when such
Award shall be made, whether an Incentive Stock Option or nonqualified Option
shall be granted, and the number of shares to be subject to each Option or
Restricted Stock Award. In making such determinations, the Committee shall
take into account the nature of the services rendered by the respective
employees, Consultants, or Directors, their present and potential contribution
to the Company's success and such other factors as the Committee in its sole
discretion shall deem relevant.

   (c) Additional Powers. The Committee shall have such additional powers as
are delegated to it by the other provisions of the Plan. Subject to the
express provisions of the Plan, this shall include the power to construe the
Plan and the respective agreements executed hereunder, to prescribe rules and
regulations relating to the Plan, and to determine the terms, restrictions and
provisions of the agreement relating to each Award, including such terms,
restrictions and provisions as shall be requisite in the judgment of the
Committee to cause designated Options to qualify as Incentive Stock Options,
and to make all other determinations necessary or advisable for administering
the Plan. The Committee may correct any defect or supply any omission or
reconcile any inconsistency in the Plan or in any agreement relating to an
Award in the manner and to the extent it shall deem expedient to carry it into
effect. The determinations of the Committee on the matters referred to in this
Paragraph IV shall be conclusive.

                 V. SHARES SUBJECT TO THE PLAN; AWARD LIMITS;
                                GRANT OF AWARDS

   (a) Shares Subject to the Plan and Award Limits. Subject to adjustment in
the same manner as provided in Paragraph IX with respect to shares of Common
Stock subject to Options then outstanding, the aggregate number of shares of
Common Stock that may be issued under the Plan shall not exceed 1,500,000
shares. Shares shall be deemed to have been issued under the Plan only (i) to
the extent actually issued and delivered pursuant to an Award or (ii) to the
extent an Award is settled in cash. To the extent that an Award lapses or the
rights of its Holder terminate, any shares of Common Stock subject to such
Award shall again be available for the grant of an Award under the Plan.
Notwithstanding any provision in the Plan to the contrary, the maximum number
of shares of Common Stock that may be subject to Awards granted to any one
individual during any calendar year may not exceed 300,000 shares of Common
Stock (subject to adjustment in the same manner as provided in Paragraph IX
with respect to shares of Common Stock subject to Options then outstanding).
The limitation set forth in the preceding sentence shall be applied in a
manner which will permit compensation generated under the Plan to constitute
"performance-based" compensation for purposes of section 162(m) of the Code,
including, without limitation, counting against such maximum number of shares,
to the extent required under section 162(m) of the Code and applicable
interpretive authority thereunder, any shares subject to Options that are
canceled or repriced.

   (b) Grant of Options. The Committee may from time to time grant Options to
one or more employees, Consultants, or Directors determined by it to be
eligible for participation in the Plan in accordance with the terms of the
Plan.

   (c) Grant of Restricted Stock Awards. The Committee may from time to time
grant Restricted Stock Awards to one or more employees, Consultants, or
Directors determined by it to be eligible for participation in the Plan in
accordance with the terms of the Plan.

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   (d) Stock Offered. Subject to the limitations set forth in Paragraph V(a),
the stock to be offered pursuant to the grant of an Award may be authorized
but unissued Common Stock or Common Stock previously issued and outstanding
and reacquired by the Company. Any of such shares which remain unissued and
which are not subject to outstanding Awards at the termination of the Plan
shall cease to be subject to the Plan but, until termination of the Plan, the
Company shall at all times make available a sufficient number of shares to
meet the requirements of the Plan.

                                VI. ELIGIBILITY

   Awards may be granted only to persons who, at the time of grant, are
employees, Consultants, or Directors. An Award may be granted on more than one
occasion to the same person, and, subject to the limitations set forth in the
Plan, such Award may include an Incentive Stock Option, an Option that is not
an Incentive Stock Option, a Restricted Stock Award, or any combination
thereof.

                              VII. STOCK OPTIONS

   (a) Option Period. The term of each Option shall be as specified by the
Committee at the date of grant.

   (b) Limitations on Exercise of Option. An Option shall be exercisable in
whole or in such installments and at such times as determined by the
Committee.

   (c) Special Limitations on Incentive Stock Options. An Incentive Stock
Option may be granted only to an individual who is an employee of the Company
or any parent or subsidiary corporation (as defined in section 424 of the
Code) of the Company at the time the Option is granted. To the extent that the
aggregate Fair Market Value (determined at the time the respective Incentive
Stock Option is granted) of Common Stock with respect to which Incentive Stock
Options granted after 1986 are exercisable for the first time by an individual
during any calendar year under all incentive stock option plans of the Company
and its parent and subsidiary corporations exceeds $100,000, such Incentive
Stock Options shall be treated as Options which do not constitute Incentive
Stock Options. The Committee shall determine, in accordance with applicable
provisions of the Code, Treasury Regulations and other administrative
pronouncements, which of a Holder's Incentive Stock Options will not
constitute Incentive Stock Options because of such limitation and shall notify
the Holder of such determination as soon as practicable after such
determination. No Incentive Stock Option shall be granted to an individual if,
at the time the Option is granted, such individual owns stock possessing more
than 10% of the total combined voting power of all classes of stock of the
Company or of its parent or subsidiary corporation, within the meaning of
section 422(b)(6) of the Code, unless (i) at the time such Option is granted
the option price is at least 110% of the Fair Market Value of the Common Stock
subject to the Option and (ii) such Option by its terms is not exercisable
after the expiration of five years from the date of grant. An Incentive Stock
Option shall not be transferable otherwise than by will or the laws of descent
and distribution, and shall be exercisable during the Holder's lifetime only
by such Holder or the Holder's guardian or legal representative.

   (d) Option Agreement. Each Option shall be evidenced by an Option Agreement
in such form and containing such provisions not inconsistent with the
provisions of the Plan as the Committee from time to time shall approve,
including, without limitation, provisions to qualify an Incentive Stock Option
under section 422 of the Code. Each Option Agreement shall specify the effect
of termination of (i) employment, (ii) the consulting or advisory
relationship, or (iii) membership on the Board, as applicable, on the
exercisability of the Option. An Option Agreement may provide for the payment
of the option price, in whole or in part, by the delivery of a number of
shares of Common Stock (plus cash if necessary) having a Fair Market Value
equal to such option price. Moreover, an Option Agreement may provide for a
"cashless exercise" of the Option by establishing procedures satisfactory to
the Committee with respect thereto. Further, an Option Agreement may provide
for the surrender of the right to purchase shares under the Option in return
for a payment in cash or shares of Common Stock or a combination of cash and
shares of Common Stock equal in value to the excess of the Fair

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Market Value of the shares with respect to which the right to purchase is
surrendered over the option price therefor ("Stock Appreciation Rights"), on
such terms and conditions as the Committee in its sole discretion may
prescribe. In the case of any such Stock Appreciation Right that is granted in
connection with an Incentive Stock Option, such right shall be exercisable
only when the Fair Market Value of the Common Stock exceeds the price
specified therefor in the Option or the portion thereof to be surrendered. The
terms and conditions of the respective Option Agreements need not be
identical. Subject to the consent of the Holder, the Committee may, in its
sole discretion, amend an outstanding Option Agreement from time to time in
any manner that is not inconsistent with the provisions of the Plan; provided,
however, that the Committee may not, without approval of the stockholders of
the Company, amend any outstanding Option Agreement to lower the option price
(or cancel and replace any outstanding Option Agreements with Option
Agreements having a lower option price).

   (e) Option Price and Payment. The price at which a share of Common Stock
may be purchased upon exercise of an Option shall be determined by the
Committee but, subject to adjustment as provided in Paragraph IX and to the
provisions of Paragraph VII(g), such purchase price shall not be less than the
Fair Market Value of a share of Common Stock on the date such Option is
granted. The Option or portion thereof may be exercised by delivery of an
irrevocable notice of exercise to the Company, as specified by the Committee.
The purchase price of the Option or portion thereof shall be paid in full in
the manner prescribed by the Committee. Separate stock certificates shall be
issued by the Company for those shares acquired pursuant to the exercise of an
Incentive Stock Option and for those shares acquired pursuant to the exercise
of any Option that does not constitute an Incentive Stock Option.

   (f) Stockholder Rights and Privileges. The Holder shall be entitled to all
the privileges and rights of a stockholder only with respect to such shares of
Common Stock as have been purchased under the Option and for which
certificates of stock have been registered in the Holder's name.

   (g) Options and Rights in Substitution for Stock Options Granted by Other
Corporations. Options and Stock Appreciation Rights may be granted under the
Plan from time to time in substitution for stock options held by individuals
employed by corporations who become employees as a result of a merger or
consolidation or other business combination of the employing corporation with
the Company or any subsidiary. Notwithstanding the provisions of Paragraph
VII(e), the price at which a share of Common Stock may be purchased upon
exercise of an Option granted pursuant to this Paragraph VII(g) may be less
than the Fair Market Value of a share of Common Stock on the date such Option
is granted.

                         VIII. RESTRICTED STOCK AWARDS

   (a) Forfeiture Restrictions To Be Established by the Committee. Shares of
Common Stock that are the subject of a Restricted Stock Award shall be subject
to restrictions on disposition by the Holder and an obligation of the Holder
to forfeit and surrender the shares to the Company under certain circumstances
(the "Forfeiture Restrictions"). The Forfeiture Restrictions shall be
determined by the Committee in its sole discretion, and the Committee may
provide that the Forfeiture Restrictions shall lapse upon (i) the attainment
of one or more performance targets established by the Committee that are based
on (1) the price of a share of Common Stock, (2) the Company's earnings per
share, (3) the Company's market share, (4) the market share of a business unit
of the Company designated by the Committee, (5) the Company's sales, (6) the
sales of a business unit of the Company designated by the Committee, (7) the
net income (before or after taxes) of the Company or any business unit of the
Company designated by the Committee, (8) the cash flow return on investment of
the Company or any business unit of the Company designated by the Committee,
(9) the earnings before or after interest, taxes, depreciation, and/or
amortization of the Company or any business unit of the Company designated by
the Committee, (10) the economic value added, or (11) the return on
stockholders' equity achieved by the Company, (ii) the Holder's continued
employment with the Company or continued service as a Consultant or Director
for a specified period of time, (iii) the occurrence of any event or the
satisfaction of any other condition specified by the Committee in its
discretion, or (iv) a combination of any of the foregoing. The performance
measures described in clause (i) of the preceding sentence may be subject to
adjustment for specified significant

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extraordinary items or events, and may be absolute, relative to one or more
other companies, or relative to one or more indexes, and may be contingent
upon future performance of the Company or any Affiliate, division, or
department thereof by or in which the Holder is employed during the
performance period. Each Restricted Stock Award may have different Forfeiture
Restrictions, in the discretion of the Committee.

   (b) Other Terms and Conditions. Common Stock awarded pursuant to a
Restricted Stock Award shall be represented by a stock certificate registered
in the name of the Holder of such Restricted Stock Award. The Holder shall
have the right to receive declared dividends with respect to Common Stock
subject to a Restricted Stock Award, to vote Common Stock subject thereto and
to enjoy all other stockholder rights, except that (i) the Holder shall not be
entitled to delivery of the stock certificate until the Forfeiture
Restrictions have expired, (ii) the Company shall retain custody of the stock
until the Forfeiture Restrictions have expired, (iii) the Holder may not sell,
transfer, pledge, exchange, hypothecate or otherwise dispose of the stock
until the Forfeiture Restrictions have expired, and (iv) a breach of the terms
and conditions established by the Committee pursuant to the Restricted Stock
Agreement shall cause a forfeiture of the Restricted Stock Award. At the time
of such Award, the Committee may, in its sole discretion, prescribe additional
terms, conditions or restrictions relating to Restricted Stock Awards,
including, but not limited to, rules pertaining to the termination of
employment or service as a Consultant or Director (by retirement, disability,
death or otherwise) of a Holder prior to expiration of the Forfeiture
Restrictions. Such additional terms, conditions or restrictions shall be set
forth in a Restricted Stock Agreement made in conjunction with the Award.

   (c) Payment for Restricted Stock. The Committee shall determine the amount
and form of any payment for Common Stock received pursuant to a Restricted
Stock Award, provided that in the absence of such a determination, a Holder
shall not be required to make any payment for Common Stock received pursuant
to a Restricted Stock Award, except to the extent otherwise required by law.

   (d) Committee's Discretion to Accelerate Vesting of Restricted Stock
Awards. The Committee may, in its discretion and as of a date determined by
the Committee, fully vest any or all Common Stock awarded to a Holder pursuant
to a Restricted Stock Award and, upon such vesting, all restrictions
applicable to such Restricted Stock Award shall terminate as of such date. Any
action by the Committee pursuant to this Subparagraph may vary among
individual Holders and may vary among the Restricted Stock Awards held by any
individual Holder. Notwithstanding the preceding provisions of this
Subparagraph, the Committee may not take any action described in this
Subparagraph with respect to a Restricted Stock Award that has been granted to
a "covered employee" (within the meaning of Treasury Regulation section 1.162-
27(c)(2)) if such Award has been designed to meet the exception for
performance-based compensation under section 162(m) of the Code.

   (e) Restricted Stock Agreements. At the time any Award is made under this
Paragraph VIII, the Company and the Holder shall enter into a Restricted Stock
Agreement setting forth each of the matters contemplated hereby and such other
matters as the Committee may determine to be appropriate. The terms and
provisions of the respective Restricted Stock Agreements need not be
identical.

                    IX. RECAPITALIZATION OR REORGANIZATION

   (a) No Effect on Right or Power. The existence of the Plan and the Awards
granted hereunder shall not affect in any way the right or power of the Board
or the stockholders of the Company to make or authorize any adjustment,
recapitalization, reorganization or other change in the Company's or any
Affiliate's capital structure or its business, any merger or consolidation of
the Company or any Affiliate, any issue of debt or equity securities ahead of
or affecting Common Stock or the rights thereof, the dissolution or
liquidation of the Company or any Affiliate or any sale, lease, exchange or
other disposition of all or any part of its assets or business or any other
corporate act or proceeding.

   (b) Subdivision or Consolidation of Shares; Stock Dividends. The shares
with respect to which Options may be granted are shares of Common Stock as
presently constituted, but if, and whenever, prior to the expiration

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of an Option theretofore granted, the Company shall effect a subdivision or
consolidation of shares of Common Stock or the payment of a stock dividend on
Common Stock without receipt of consideration by the Company, the number of
shares of Common Stock with respect to which such Option may thereafter be
exercised (i) in the event of an increase in the number of outstanding shares
shall be proportionately increased, and the purchase price per share shall be
proportionately reduced, and (ii) in the event of a reduction in the number of
outstanding shares shall be proportionately reduced, and the purchase price
per share shall be proportionately increased. Any fractional share resulting
from such adjustment shall be rounded up to the next whole share.

   (c) Recapitalizations and Corporate Changes. If the Company recapitalizes,
reclassifies its capital stock, or otherwise changes its capital structure (a
"recapitalization"), the number and class of shares of Common Stock covered by
an Option theretofore granted shall be adjusted so that such Option shall
thereafter cover the number and class of shares of stock and securities to
which the Holder would have been entitled pursuant to the terms of the
recapitalization if, immediately prior to the recapitalization, the Holder had
been the holder of record of the number of shares of Common Stock then covered
by such Option. If (i) the Company merges with or into any entity or is a
party to a consolidation, (ii) the Company sells, leases or exchanges or
agrees to sell, lease or exchange all or substantially all of its assets to
any other person or entity, (iii) the Company is to be dissolved and
liquidated, (iv) any person or entity, including a "group" as contemplated by
section 13(d)(3) of the 1934 Act, acquires or gains ownership or control
(including, without limitation, power to vote) of more than 50% of the
outstanding shares of the Company's voting stock (based upon voting power), or
(v) as a result of or in connection with a contested election of Directors,
the persons who were Directors of the Company before such election shall cease
to constitute a majority of the Board (each such event is referred to herein
as a "Corporate Change"), no later than (x) ten days after the approval by the
stockholders of the Company of such merger, consolidation, reorganization,
sale, lease or exchange of assets or dissolution or such election of Directors
or (y) thirty days after a Corporate Change of the type described in clause
(iv), the Committee, acting in its sole discretion without the consent or
approval of any Holder, shall effect one or more of the following
alternatives, which alternatives may vary among individual Holders and which
may vary among Options held by any individual Holder: (1) accelerate the time
at which Options then outstanding may be exercised so that such Options may be
exercised in full for a limited period of time on or before a specified date
(before or after such Corporate Change) fixed by the Committee, after which
specified date all unexercised Options and all rights of Holders thereunder
shall terminate, (2) require the mandatory surrender to the Company by
selected Holders of some or all of the outstanding Options held by such
Holders (irrespective of whether such Options are then exercisable under the
provisions of the Plan) as of a date, before or after such Corporate Change,
specified by the Committee, in which event the Committee shall thereupon
cancel each such Option and pay or cause to be paid to each Holder the
securities or other property (including, without limitation, cash) referred to
in clause (4) below with respect to the shares subject to such Option in
exchange for payment by such Holder of the exercise price(s) under such Option
for such shares, (3) make such adjustments to Options then outstanding as the
Committee deems appropriate to reflect such Corporate Change (provided,
however, that the Committee may determine in its sole discretion that no
adjustment is necessary to Options then outstanding), or (4) provide that the
number and class of shares of Common Stock covered by an Option theretofore
granted shall be adjusted so that such Option shall thereafter cover the
number and class of shares of stock or other securities or property
(including, without limitation, cash) to which the Holder would have been
entitled pursuant to the terms of the agreement of merger, consolidation or
sale of assets and dissolution if, immediately prior to such merger,
consolidation or sale of assets and dissolution, the Holder had been the
holder of record of the number of shares of Common Stock then covered by such
Option. Notwithstanding the foregoing, if (A) the Company is involved in a
merger or consolidation and, immediately after giving effect to such merger or
consolidation, less than 50% of the total voting power of the outstanding
voting stock of the surviving or resulting entity and of the parent company of
the surviving or resulting entity, if any, is then "beneficially owned"
(within the meaning of Rule 13d-3 under the 1934 Act) in the aggregate by the
stockholders of the Company immediately prior to such merger or consolidation
or (B) any person or entity, including a "group" as contemplated by section
13(d)(3) of the 1934 Act, acquires or gains ownership or control (including,
without limitation, power to vote) of more than 50% of the outstanding shares
of the Company's voting stock (based upon voting power) other than as a result
of a merger or consolidation in which 50% or more of the total voting power of
the outstanding voting stock of

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the parent company of the surviving or resulting entity is beneficially owned
in the aggregate by the stockholders of the Company immediately prior to such
merger or consolidation, then, except as provided in any Award agreement, (I)
outstanding Awards shall immediately vest and become exercisable or
satisfiable, as applicable, and (II) any such Award that is an Option shall
continue to be exercisable for the remainder of the applicable Option term
unless the Committee has determined, in its sole discretion, to take the
action described in clause (1) or (2) above with respect to such Option. The
provisions contained in this Subparagraph shall not terminate any rights of
the Holder to further payments pursuant to any other agreement with the
Company following a Corporate Change.

   (d) Other Changes in the Common Stock. In the event of changes in the
outstanding Common Stock by reason of recapitalizations, reorganizations,
mergers, consolidations, combinations, split-ups, split-offs, spin-offs,
exchanges or other relevant changes in capitalization or distributions to the
holders of Common Stock occurring after the date of the grant of any Award and
not otherwise provided for by this Paragraph IX, such Award and any agreement
evidencing such Award shall be subject to adjustment by the Committee at its
discretion as to the number and price of shares of Common Stock or other
consideration subject to such Award. In the event of any such change in the
outstanding Common Stock or distribution to the holders of Common Stock, the
aggregate number of shares available under the Plan and the maximum number of
shares that may be subject to Awards granted to any one individual shall be
appropriately adjusted by the Committee, whose determination shall be
conclusive.

   (e) Stockholder Action. Any adjustment provided for in the above
Subparagraphs shall be subject to any required stockholder action.

   (f) No Adjustments unless Otherwise Provided. Except as hereinbefore
expressly provided, the issuance by the Company of shares of stock of any
class or securities convertible into shares of stock of any class, for cash,
property, labor or services, upon direct sale, upon the exercise of rights or
warrants to subscribe therefor, or upon conversion of shares or obligations of
the Company convertible into such shares or other securities, and in any case
whether or not for fair value, shall not affect, and no adjustment by reason
thereof shall be made with respect to, the number of shares of Common Stock
subject to Awards theretofore granted or the purchase price per share, if
applicable.

                   X. AMENDMENT AND TERMINATION OF THE PLAN

   The Board in its discretion may terminate the Plan at any time with respect
to any shares of Common Stock for which Awards have not theretofore been
granted. The Board shall have the right to alter or amend the Plan or any part
thereof from time to time; provided that no change in the Plan may be made
which would impair the rights of the Holder of an Award theretofore granted
without the consent of the Holder, and provided, further, that the Board may
not, without approval of the stockholders of the Company, (a) amend the Plan
to increase the maximum aggregate number of shares that may be issued under
the Plan or change the class of individuals eligible to receive Awards under
the Plan or (b) amend or delete the final sentence of Paragraph VII(d).

                               XI. MISCELLANEOUS

   (a) No Right To An Award. Neither the adoption of the Plan nor any action
of the Board or of the Committee shall be deemed to give an employee,
Consultant, or Director any right to be granted an Option, a right to a
Restricted Stock Award, or any other rights hereunder except as may be
evidenced by an Option Agreement or a Restricted Stock Agreement duly executed
on behalf of the Company, and then only to the extent and on the terms and
conditions expressly set forth therein. The Plan shall be unfunded. The
Company shall not be required to establish any special or separate fund or to
make any other segregation of funds or assets to assure the performance of its
obligations under any Award.

                                      8
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   (b) No Employment/Membership Rights Conferred. Nothing contained in the Plan
shall (i) confer upon any employee or Consultant any right with respect to
continuation of employment or of a consulting or advisory relationship with the
Company or any Affiliate or (ii) interfere in any way with the right of the
Company or any Affiliate to terminate his or her employment or consulting or
advisory relationship at any time. Nothing contained in the Plan shall confer
upon any Director any right with respect to continuation of membership on the
Board.

   (c) Other Laws; Withholding. The Company shall not be obligated to issue any
Common Stock pursuant to any Award granted under the Plan at any time when the
shares covered by such Award have not been registered under the Securities Act
of 1933, as amended, and such other state and federal laws, rules and
regulations as the Company or the Committee deems applicable and, in the
opinion of legal counsel for the Company, there is no exemption from the
registration requirements of such laws, rules and regulations available for the
issuance and sale of such shares. No fractional shares of Common Stock shall be
delivered, nor shall any cash in lieu of fractional shares be paid. The Company
shall have the right to deduct in connection with all Awards any taxes required
by law to be withheld and to require any payments required to enable it to
satisfy its withholding obligations.

   (d) No Restriction on Corporate Action. Nothing contained in the Plan shall
be construed to prevent the Company or any Affiliate from taking any corporate
action which is deemed by the Company or such Affiliate to be appropriate or in
its best interest, whether or not such action would have an adverse effect on
the Plan or any Award made under the Plan. No employee, Consultant, Director,
beneficiary or other person shall have any claim against the Company or any
Affiliate as a result of any such action.

   (e) Restrictions on Transfer. An Award (other than an Incentive Stock
Option, which shall be subject to the transfer restrictions set forth in
Paragraph VII(c)) shall not be transferable otherwise than (i) by will or the
laws of descent and distribution, (ii) pursuant to a qualified domestic
relations order as defined by the Code or Title I of the Employee Retirement
Income Security Act of 1974, as amended, or the rules thereunder, or (iii) with
the consent of the Committee.

   (f) Governing Law. The Plan shall be construed in accordance with the laws
of the State of Delaware.

                                      9
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                              FIRST AMENDMENT TO
                         SPINNAKER EXPLORATION COMPANY
                           2001 STOCK INCENTIVE PLAN

     WHEREAS, SPINNAKER EXPLORATION COMPANY (the "Company") has heretofore
adopted the SPINNAKER EXPLORATION COMPANY 2001 STOCK INCENTIVE PLAN (the
"Plan"); and

     WHEREAS, the Company desires to amend the Plan in certain respects;

     NOW, THEREFORE, the Plan shall be amended as follows, effective as of
February 16, 2001:

     1.  The following sentence shall be added to Paragraph VIII(a) of the Plan:

     "Notwithstanding the foregoing provisions of this Paragraph VIII(a), the
     Forfeiture Restrictions with respect to a Restricted Stock Award shall not
     lapse prior to the third anniversary of the date of grant of such Award
     unless such Award is subject to Forfeiture Restrictions based in whole or
     in part on the attainment of one or more performance measures (including,
     but not limited to, a performance measure described in clause (i) above),
     in which case such Forfeiture Restrictions shall not lapse prior to the
     first anniversary of the date of grant of such Award."

     2.  The first sentence of Paragraph VIII(d) of the Plan shall be deleted
and replaced with the following:

     "The Committee may, as of a date determined by the Committee, fully vest
     any or all Common Stock awarded to a Holder pursuant to a Restricted Stock
     Award and, upon such vesting, all restrictions applicable to such
     Restricted Stock Award shall terminate as of such date; provided, however,
     that any such action by the Committee may only be taken in the event that
     the Committee determines in its discretion that there are exceptional
     circumstances necessitating such action."

     3.  As amended hereby, the Plan is specifically ratified and reaffirmed.