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                                                                  EXHIBIT 10.7



                           CROSS TIMBERS OIL COMPANY



                           1997 STOCK INCENTIVE PLAN



                        Amended as of February 15, 2000
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                           CROSS TIMBERS OIL COMPANY

                           1997 STOCK INCENTIVE PLAN


                              ARTICLE 1. GENERAL

     Section 1.1 Purpose.  The purposes of this Stock Incentive Plan (the
 "Plan") are to: (1) associate the interests of the management of CROSS TIMBERS
 OIL COMPANY and its subsidiaries and affiliates (collectively referred to as
 the "Company") closely with the stockholders to generate an increased incentive
 to contribute to the Company's future success and prosperity, thus enhancing
 the value of the Company for the benefit of its stockholders; (2) provide
 management with a proprietary ownership interest in the Company commensurate
 with Company performance, as reflected in increased stockholder value; (3)
 maintain competitive compensation levels thereby attracting and retaining
 highly competent and talented directors and employees; and (4) provide an
 incentive to management for continuous employment with the Company. Certain
 capitalized terms are defined in Section 6.7.

     Section 1.2.  Administration.

          (a)  The Plan shall be administered by the Compensation Committee of
     the Board of Directors of the Company (the "Committee"), as constituted
     from time to time, consisting of two or more members who shall each be an
     Outside Director appointed by the Board of Directors.

          (b)  The Committee shall have the authority in its sole discretion and
     from time to time to:

               (i)     designate the executive employees (as defined in Section
          1.3) of the Company eligible to participate in the Plan;

               (ii)    grant Awards provided in the Plan in such form and amount
          as the Committee shall determine;

               (iii)   impose such limitations, restrictions and conditions, not
          inconsistent with this Plan, upon any such Award as the Committee
          shall deem appropriate; and

               (iv)    interpret the Plan and any agreement, instrument or other
          document executed in connection with the Plan, adopt, amend and
          rescind rules and regulations relating to the Plan, and make all other
          determinations and take all other action necessary or advisable for
          the implementation and administration of the Plan.

          (c)  Decisions and determinations of the Committee on all matters
     relating to the Plan shall be in its sole discretion and shall be final,
     conclusive and binding upon all persons, including the Company, any
     participant, any stockholder of the Company and any employee.

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     A majority of the members of the Committee may determine its actions and
     fix the time and place of its meetings. No member of the Committee shall be
     liable for any action taken or decision made in good faith relating to the
     Plan or any Award thereunder.

     Section 1.3.  Eligibility for Participation. Participants in the Plan shall
be selected by the Committee from the executive employees of the Company or its
Subsidiaries. For the purposes of this Plan, (i) the term "executive employee"
shall include only employees who are officers, or who are determined by the
Committee, in its discretion, to be key professional, managerial,
administrative, or technical employees or supervisors, and (ii) the term
"Subsidiary" means any corporation or other entity of which at least 50% of the
voting securities are owned by the Company directly or through one or more other
corporations, each of which is also a Subsidiary. With respect to non-corporate
entities, Subsidiary shall mean an entity managed or controlled by the Company
or any Subsidiary and with respect to which the Company or any Subsidiary is
allocated more than half of the profits and losses thereof.

     Section 1.4.  Types of Awards Under Plan. Awards under the Plan may be in
the form of any one or more of the following:

               (i)     Stock Options, as described in Article II;

               (ii)    Incentive Stock Options, as described in Article III;
                       and/or

               (iii)   Performance Shares, as described in Article IV.

Awards under the Plan shall be evidenced by an Award Agreement between the
Company and the recipient of the Award, in form and substance satisfactory to
the Committee, and not inconsistent with this Plan. Award Agreements may provide
such vesting schedules for Stock Options and Incentive Stock Options, and such
other terms, conditions and provisions as are not inconsistent with the terms of
this Plan. Subject to the express provisions of the Plan, and within the
limitations of the Plan, the Committee may modify, extend or renew outstanding
Award Agreements, or accept the surrender of outstanding Awards and authorize
the granting of new Awards in substitution therefor. However, except as provided
in this Plan, no modification of an Award shall impair the rights of the holder
thereof without his consent.

     Section 1.5.  Aggregate Limitation on Awards.

          (a)  Shares of stock which may be issued under the Plan shall be
     authorized and unissued or treasury shares of Common Stock of the Company
     ("Common Stock"). The maximum number of shares of Common Stock which may be
     issued pursuant to Awards issued under the Plan shall be 2,250,000, of
     which 1,125,000 may be issued as Performance Shares. In addition, the
     maximum number of shares that may be issued to any individual hereunder
     pursuant to Options or Performance Shares issued hereunder during any one
     year shall be 225,000 and 112,500, respectively, and the maximum number
     that may be issued to any individual pursuant to Options or Performance
     Shares issued hereunder during the life of the Plan shall be 450,000 and
     225,000, respectively.

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          (b)  For purposes of calculating the maximum number of shares of
     Common Stock which may be issued under the Plan at any time:

               (i)     all the shares issued (including the shares, if any,
          withheld for tax withholding requirements) under the Plan shall be
          counted when issued upon exercise of a Stock Option or Incentive Stock
          Option; and

               (ii)    only the net shares issued as Performance Shares shall be
          counted (shares reacquired by the Company because of failure to
          achieve a performance target or failure to become fully vested for any
          other reason shall again be available for issuance under the Plan).

          (c)  Shares tendered by a participant as payment for shares issued
     upon exercise of a Stock Option or Incentive Stock Option may be made
     available for issuance under the Plan. Any shares of Common Stock subject
     to a Stock Option or Incentive Stock Option which for any reason is
     terminated, unexercised or expires shall again be available for issuance
     under the Plan.

     Section 1.6.  Effective Date and Term of Plan.

          (a)  The Plan shall become effective on the date adopted by the Board
     of Directors, subject to approval by the holders of a majority of the votes
     of shares of Common Stock and Preferred Stock present in person or by proxy
     and entitled to vote at the Annual Meeting of stockholders of the Company
     held in 1997.

          (b)  No Awards shall be made under the Plan after the tenth
     anniversary of the effective date of this Plan; provided, however, that the
     Plan and all Awards made under the Plan prior to such date shall remain in
     effect until such Awards have been satisfied or terminated in accordance
     with the Plan and the terms of such Awards.

                           ARTICLE II. STOCK OPTIONS

     Section 2.1.  Award of Stock Options. The Committee may from time to time,
and subject to the provisions of the Plan and such other terms and conditions as
the Committee may prescribe, grant to any participant in the Plan one or more
options to purchase for cash or shares the number of shares of Common Stock
("Stock Options") allotted by the Committee. The date a Stock Option is granted
shall mean the date selected by the Committee as of which the Committee allots a
specific number of shares to a participant pursuant to the Plan.

     Section 2.2.  Stock Option Agreements. The grant of a Stock Option shall be
evidenced by a written Award Agreement, executed by the Company and the holder
of Stock Option (the "Optionee"), stating the number of shares of Common Stock
subject to the Stock Option evidenced thereby, and in such form as the Committee
may from time to time determine.

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     Section 2.3.  Stock Option Price. The option price per share of Common
Stock deliverable upon the exercise of a Stock Option shall be 100% of the fair
market value of a share of Common Stock on the date the Stock Option is granted.

     Section 2.4.  Term and Exercise. A Stock Option, unless a shorter period is
provided by the Committee or by another Section of this Plan, may be exercised a
period of ten years from the date of grant thereof (the "Option Term") and may
be subject to such vesting scheduling as the Committee may provide in an Award
Agreement. No Stock Option shall be exercisable after the expiration of its
Option Term.

     Section 2.5.  Manner of Payment. Each Award Agreement providing for Stock
Options shall set forth the procedure governing the exercise of the Stock Option
granted thereunder, and shall provide that, upon such exercise in respect of any
shares of Common Stock subject thereto, the Optionee shall pay to the Company,
in full, the option price for such shares with cash. The Optionee may also pay
to the Company, in full, the option price with Common Stock owned by the
Optionee on the date of exercise or Common Stock acquired pursuant to such
exercise, provided that the Optionee provides satisfactory evidence, in the
opinion of the Secretary or any Assistant Secretary of the Company, that the
Optionee directly owns on the date of exercise shares of Common Stock sufficient
to pay the option price, and that the Optionee has owned such shares for six
months or more.

     Section 2.6.  Restrictions on Certain Shares. As soon as practicable after
receipt of payment, the Company shall deliver to the Optionee a certificate or
certificates for such shares of Common Stock. The Optionee shall become a
stockholder of the Company with respect to Common Stock represented by share
certificates so issued and as such shall be fully entitled to receive dividends,
to vote and to exercise all other rights of a stockholder.

     Section 2.7.  Death, Retirement and Termination of Employment of Optionee.
Unless otherwise provided in an Award Agreement or otherwise agreed to by the
Committee:

          (a)  Upon the death of the Optionee, any Stock Option to the extent
     exercisable on the date of death may be exercised by the Optionee's estate,
     or by a person who acquires the right to exercise such Stock Option by
     bequest or inheritance or by reason of the death of the Optionee, provided
     that such exercise occurs within both (i) the remaining Option Term of the
     Stock Option and (ii) one year. The provisions of this Section shall apply
     notwithstanding that the Optionee's employment may have terminated prior to
     death, but only to the extent of any rights exercisable on the date of
     termination of the Optionee's employment.

          (b)  Upon termination of the Optionee's employment by reason of
     retirement or permanent disability (as each is determined by the
     Committee), the Optionee may exercise any Stock Options, to the extent
     exercisable on the date of termination of the Optionee's employment,
     provided such option exercise occurs within both (i) the remaining Option
     Term of the Stock Option and (ii) six months (in the case of permanent
     disability) or three months (in the case of retirement).

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          (c)  Upon termination of the Optionee's employment by reason other
     than death, disability or cause (as each is determined by the Committee),
     the Optionee may exercise any Stock Options, to the extent exercisable on
     the date of termination of the Optionee's employment, provided such option
     exercise occurs within both (i) the remaining Option Term of the Stock
     Option and (ii) 30 days of the date of termination.

          (d)  Except as provided in Subsections (a), (b) and (c) of this
     Section 2.7, all Stock Options shall terminate immediately upon the
     termination of the Optionee's employment.

     Section 2.8.  Transferability. The Committee may, in its discretion,
authorize all or a portion of the Stock Options to be granted to an Optionee to
be on terms which permit transfer by such Optionee to (i) the spouse, children
or grandchildren of the Optionee ("Immediate Family Members"), (ii) a trust or
trusts for the exclusive benefit of such Immediate Family Members, or (iii) a
partnership in which (a) the Optionee, (b) such Immediate Family Members, (c)
corporations, the only owners of which are such Immediate Family Members or the
Optionee, or (d) trusts whose only beneficiaries are such Immediate Family
Members or the Optionee, are the only partners, provided that (x) there may be
no consideration for any such transfer, (y) the Award Agreement pursuant to
which such Stock Options are granted must be approved by the Committee, and must
expressly provide for the transferability in a manner consistent with this
Section, and (z) subsequent transfers of transferred Stock Options shall be
prohibited except those in accordance with Section 6.2 hereof. Following
transfer, such Stock Options shall continue to be subject to the same terms and
conditions as were applicable immediately prior to transfer, provided that for
purposes of Section 2.2 hereof the term "Optionee" shall be deemed to refer to
the transferee. The events of termination of employment of Section 2.7 hereof
shall continue to be applied with respect to the original Optionee, following
which the Stock Options shall be exercisable by the transferee only to the
extent, and for the periods specified in Section 2.4.

                     ARTICLE III.  INCENTIVE STOCK OPTIONS

     Section 3.1.  Award of Incentive Stock Options. The Committee may, from
time to time and subject to the provisions of the Plan and such other terms and
as the Committee may prescribe, grant to any participant in the Plan one or more
"incentive stock options" (intended to qualify as such under the provisions of
Section 422 of the Internal Revenue Code of 1986, as amended ("Incentive Stock
Options")) to purchase for cash or shares the number of shares of Common Stock
allotted by the Committee. The date an Incentive Stock Option is granted shall
mean the date selected by the Committee as of which the Committee allots a
specific number of shares to a participant pursuant to the Plan. Notwithstanding
the foregoing, Incentive Stock Options shall not be granted to any owner of 10%
or more of the total combined voting power of all classes of stock of the
Company or its subsidiaries, unless the Incentive Stock Options (i) have an
exercise price of 110% of the fair market value of the Common Stock on the date
of grant, and (ii) may not be exercised more than five years from the date of
grant thereof.

     Section 3.2.  Incentive Stock Option Agreements. The grant of an Incentive
Stock Option shall be evidenced by a written Award Agreement, executed by the
Company and the holder of an Incentive Stock Option (the "Optionee"), stating
the number of shares of Common Stock subject to

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the Incentive Stock Option evidenced thereby and in such form as the Committee
may from time to time determine.

     Section 3.3.  Incentive Stock Option Price. The option price per share of
Common Stock deliverable upon the exercise of an Incentive Stock Option shall be
100% of the fair market value of a share of Common Stock on the date the
Incentive Stock Option is granted.

     Section 3.4.  Term and Exercise. Each Incentive Stock Option, unless a
shorter period is provided by the Committee or another Section of this Plan, may
be exercised during a period of ten years from the date of grant thereof (the
"Option Term") and may be subject to such vesting scheduling as the Committee
may provide in an Award Agreement. No Incentive Stock Option shall be
exercisable after the expiration of its Option Term.

     Section 3.5.  Maximum Amount of Incentive Stock Option Grant. The aggregate
fair market value (determined on the date the Incentive Stock Option is granted)
of Common Stock with respect to which Incentive Stock Options first become
exercisable by an Optionee during any calendar year (under all plans of the
Optionee's employer corporations and their parent and subsidiary corporations)
shall not exceed $100,000.

     Section 3.6.  Death of Optionee.

          (a)  Upon the death of the Optionee, any Incentive Stock Option
     exercisable on the date of death may be exercised by the Optionee's estate
     or by a person who acquires the right to exercise such Incentive Stock
     Option by bequest or inheritance or by reason of the death of the Optionee,
     provided that such exercise occurs within both the remaining Option Term of
     the Incentive Stock Option and one year after the Optionee's termination of
     employment.

          (b)  The provisions of this Section shall apply notwithstanding that
     the Optionee's employment may have terminated prior to death, but only to
     the extent of any Incentive Stock Options exercisable on the date of death.

      Section 3.7.  Retirement or Disability. Unless otherwise provided in an
Award Agreement or otherwise agreed to by the Committee, upon the termination of
the Optionee's employment by reason of permanent disability or retirement (as
each is determined by the Committee), the Optionee may exercise any Incentive
Stock Options, provided such option exercise occurs within both (i) the
remaining Option Term of the Incentive Stock Option and (ii) six months (in the
case of permanent disability) or three months (in the case of retirement).
Notwithstanding the terms of an Award Agreement, the tax treatment available
pursuant to Section 422 of the Internal Revenue Code of 1986 upon the exercise
of an Incentive Stock Option shall not be available to an Optionee who exercises
any Incentive Stock Options more than (i) six months after the date of
termination of employment due to permanent disability or (ii) three months after
the date of termination of employment due to retirement.

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     Section 3.8.  Termination for Other Reasons. Except as provided in Sections
3.6 and 3.7 or except as otherwise determined by the Committee in an Award
Agreement, all Incentive Stock Options shall terminate immediately upon the
termination of the Optionee's employment.

     Section 3.9.  Applicability of Stock Options Section. Sections 2.5, Manner
 of Payment; and 2.6, Restrictions on Certain Shares, applicable to Stock
 Options, shall apply equally to Incentive Stock Options. Said Sections are
 incorporated by reference in this Article III, as though fully set forth
 herein.

                     ARTICLE IV.  PERFORMANCE SHARE AWARDS

     Section 4.1.  Awards Granted by Committee. Coincident with or following
designation for participation in the Plan, a participant may be granted
Performance Shares. Certificates representing Performance Shares shall be issued
to the participant effective as of the date of the Award. Holders of Performance
Shares shall have all of the voting, dividend and other rights of stockholders
of the Company, subject to the terms of any Award Agreement.

      Section 4.2.  Amount of Award. The Committee shall establish a maximum
amount of a participant's Award, which amount shall be denominated in shares of
Common Stock.

     Section 4.3.  Communication of Award. Written notice of the maximum amount
 of a participant's Award and the Performance Cycle determined by the Committee,
 if any, shall be given to a participant as soon as practicable after approval
 of the Award by the Committee. The grant of Performance Shares shall be
 evidenced by a written Award Agreement, executed by the Company and the
 recipient of Performance Shares, in such form as the Committee may from time to
 time determine, providing for the terms of such grant.

     Section 4.4.  Amount of Award Payable. Performance Shares may be granted
based upon past performance or future performance. In addition to any other
restrictions the Committee may place on Performance Shares, the Committee may,
in its discretion, provide that Performance Shares shall vest upon the
satisfaction of performance targets to be achieved during an applicable
"Performance Cycle." Failure to satisfy the performance targets may result, in
the Committee's discretion as set forth in an Award Agreement, in the forfeiture
of the Performance Shares by the participant and the return of such shares to
the Company or have any other consequence as determined by the Committee.
Performance targets established by the Committee may relate to corporate, group,
unit or individual performance and may be established in terms of market price
of Common Stock, cash flow or cash flow per share, reserve value or reserve
value per share, net asset value or net asset value per share, earnings, or such
other measures or standards determined by the Committee. Multiple performance
targets may be used and the components of multiple performance targets may be
given the same or different weight in determining the amount of an Award earned,
and may relate to absolute performance or relative performance measured against
other groups, units, individuals or entities. Certificates representing
Performance Shares shall bear a legend restricting their transfer and requiring
the forfeiture of the shares to the Company if any performance targets or other
conditions to vesting are not met. The Committee may also require a participant
to deliver certificates representing unvested Performance Shares to the Company
in escrow until the Performance Shares vest.

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     Section 4.5.  Adjustments. At any time prior to vesting of a Performance
Share, the Committee may adjust previously established performance targets or
other terms and conditions to reflect events such as changes in laws,
regulations or accounting practice, or mergers, acquisitions, divestitures or
any other event determined by the Committee.

     Section 4.6.  Payments of Awards. Following the conclusion of each
Performance Cycle, the Committee shall determine the extent to which performance
targets have been attained and the satisfaction of any other terms and
conditions with respect to vesting an Award relating to such Performance Cycle.
Subject to the provisions of Section 6.3, to the extent the Committee determines
Performance Shares have vested, the Company shall issue to the participant
certificates representing vested shares free of any legend regarding performance
targets or forfeiture in exchange for such participant's legended certificates.

     Section 4.7.  Termination of Employment. Unless the Award Agreement
provides for vesting upon death, disability, retirement or other termination of
employment, upon any such termination of employment of a participant prior to
vesting of Performance Shares, all outstanding and unvested Awards of
Performance Shares to such participant shall be cancelled, shall not vest and
shall be returned to the Company.

     Section 4.8.  Transfer Restriction. Any Award Agreement providing for the
issuance of Performance Shares to any person who at the time of grant is subject
to the restrictions of Section 16(b) of the Exchange Act, shall provide that
such Common Stock cannot be resold for a period of six months following the
grant of such Performance Shares.

                         ARTICLE V.  AUTOMATIC GRANTS

     Section 5.1.  Grant. Each director who is not an employee of the Company,
its subsidiaries, affiliates and managers ("Non-Employee Director") shall on the
date on which he or she is initially elected or appointed a director of the
Company be granted a Stock Option to purchase 2,250 shares of Common Stock for
the fair market price on the date of such grant, for an Option Term of ten
years. Thereafter, on the first business day following the Annual Meeting of
Stockholders of each subsequent year in which the Non-Employee Director is still
serving as a director (whether or not such Non-Employee Director's term has been
continuous), he or she shall automatically be granted a Stock Option to purchase
an additional 2,250 shares of Common Stock for the fair market price on the date
of such grant for an Option Term of ten years, and shall automatically be
granted, in lieu of a cash fee for serving as a director of the Company, 3,375
Performance Shares, which shall vest six months after the date of grant, except
in the case of the death of the director, in which case they shall vest upon the
death of such director.

     Section 5.2.  Applicable Provisions. The provisions of Section 2.7(a)
relating to the death of an Optionee shall apply to options granted to Non-
Employee Directors under Section 5.1, and the Committee may not agree to the
contrary in an Award Agreement or otherwise. The provisions of Subsections
2.7(b), (c) and (d) relating to disability and other termination of employment
shall not apply to options granted under Section 5.1, and the failure of a Non-
Employee Director to be re-elected as a director of the Company shall not affect
the Stock Options granted under this Article V.

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                          ARTICLE VI.  MISCELLANEOUS

     Section 6.1.  General Restriction. Each Award under the Plan shall be
subject the requirement that, if at any time the Committee shall determine that
(i) the listing, registration or qualification of the shares of Common Stock
subject or related thereto upon any securities exchange or under any state or
Federal law, or (ii) the consent or approval of any government regulatory body,
or (iii) an agreement by the grantee of an Award with respect to the disposition
of shares of Common Stock, is necessary or desirable as a condition of, or in
connection with the granting of such Award or the issue or purchase of shares of
Common Stock thereunder, such Award may not be consummated in whole or in part
unless such listing, registration, qualification, consent, approval or agreement
shall have been effected or obtained free of any conditions not acceptable to
the Committee.

     Section 6.2.  Non-Assignability. Except as permitted by Section 2.8 hereof,
no Award under the Plan shall be assignable or transferable by the recipient
thereof, except by will or by the laws of descent and distribution. During the
life of the recipient, such Award shall be exercisable only by such person or by
such person's guardian or legal representative.

     Section 6.3.  Withholding Taxes. Whenever the Company proposes or is
required to issue or transfer shares of Common Stock under the Plan, the Company
shall have the right to require the grantee to remit to the Company as amounts
sufficient to satisfy any Federal, state and/or local withholding tax
requirements prior to the delivery of any certificates for such shares.
Alternatively, the Company may issue, transfer or vest only such number of
shares of Common Stock net of the number of shares sufficient to satisfy the
withholding tax requirements. For withholding tax purposes, the shares of Common
Stock shall be valued on the date the withholding obligation is incurred.

     Section 6.4.  Right to Terminate Employment. Nothing in the Plan or in any
Agreement entered into pursuant to the Plan shall confer upon any participant
the right to continue in the employment of the Company or affect any right which
the Company may have to terminate the employment of such participant.

     Section 6.5.  Non-Uniform Determinations. The Committee's determinations
under the Plan (including without limitation determinations of the persons to
receive Awards, the form, amount and timing of such Awards, the terms and
provisions of such Awards and the agreements evidencing same) need not be
uniform and may be made by it selectively among persons who receive, or are
eligible to receive, Awards under the Plan, whether or not such persons are
similarly situated.

     Section 6.6.  Rights as a Stockholder. The recipient of any Award under the
Plan shall have no rights as a stockholder with respect thereto unless and until
certificates for shares of Common Stock are issued to him.

     Section 6.7. Definitions. In this Plan the following definitions shall
apply:

          (a)  "Award" shall mean a grant of Stock Options, Incentive Stock
     Options or Performance Shares under the Plan.

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     (b)  "Change in Control" means any one of the following:

          (i)   "Continuing Directors" no longer constitute a majority of the
                Board of Directors of the Company; the term "Continuing
                Director" means any individual who is a member of the Board of
                Directors of the Company on the date hereof or was nominated for
                election as a director by, or whose nomination as a director was
                approved by, the Board of Directors of the Company with the
                affirmative vote of a majority of the Continuing Directors;

          (ii)  any person or group of persons (as defined in Rule 13d-5 under
                the Securities Exchange Act of 1934, as amended (the "Exchange
                Act")) together with his or its affiliates, becomes the
                beneficial owner, directly or indirectly, of 25% or more of the
                voting power of the Company's then outstanding securities
                entitled generally to vote for the election of the Company's
                directors;

          (iii) the merger or consolidation to which the Company is a party if
                the shareholders of the Company immediately prior to the
                effective date of such merger or consolidation have beneficial
                ownership (as defined in Rule 13d-3 under the Exchange Act) of
                less than 50% of the combined voting power to vote for the
                election of directors of the surviving corporation or other
                entity following the effective date of such merger or
                consolidation; or

          (iv)  the sale of all or substantially all of the assets of the
                Company or the liquidation or dissolution of the Company.

     (c)  "Fair market value" as of any date and in respect of any share of
Common Stock means the average of the high and low sales price on such date or
on the next business day, if such date is not a business day, of a share of
Common Stock reflected in the consolidated trading tables of The Wall Street
Journal (presently the NYSE - Composite Transactions) or any other publication
selected by the Committee, provided that, if shares of Common Stock shall not
have been traded on the New York Stock Exchange or other public securities
market for more than 10 days immediately preceding such date or if deemed
appropriate by the Committee for any other reason, the fair market value of
shares of Common Stock shall be as determined by the Committee in such other
manner as it may deem appropriate. In no event shall the fair market value of
any share of Common Stock be less than its par value.

     (d)  "Option" means a Stock Option or Incentive Stock Option.

     (e)  "Option price" means the purchase price per share of Common Stock
deliverable upon the exercise of a Stock Option or Incentive Stock Option.

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          (f)  "Outside Director" means a director of the Company who (i) is not
     a current employee of the Company; (ii) is not a former employee of the
     Company who receives compensation from the Company for prior services
     (other than benefits under a tax-qualified retirement plan); (iii) has not
     been an officer of the Company; (iv) does not receive remuneration from the
     Company, either directly or indirectly, in any capacity other than as a
     director; and (v) does not possess an interest in a transaction, or is
     engaged in a business relationship, that would require disclosure under
     Item 404(a) or (b) of Regulation S-K promulgated by the Securities and
     Exchange Commission.

          (g)  "Performance Cycle" means the period of time, if any, as
     specified by the Committee over which Performance Shares are to be vested.

     Section 6.8.  Leaves of Absence. The Committee shall be entitled to make
such rules, regulations and determinations as it deems appropriate under the
Plan in respect of any leave of absence taken by the recipient of any Award.
Without limiting the generality of the foregoing, the Committee shall be
entitled to determine (i) whether or not any such leave of absence shall
constitute a termination of employment within the meaning of the Plan and (ii)
the impact, if any, of any such leave of absence on Awards under the Plan
theretofore made to any recipient who takes such leave of absence.

     Section 6.9.  Newly Eligible Employees. The Committee shall be entitled to
make such rules, regulations, determinations and Awards as it deems appropriate
in respect of any employee who becomes eligible to participate in the Plan or
any portion thereof after the commencement of an Award or incentive period.

     Section 6.10. Adjustments.

          (a)  In the event of any change in the outstanding Common Stock by
     reason of a stock dividend or distribution, recapitalization, merger,
     consolidation, split-up, combination, exchange of shares or the like, the
     Committee may appropriately adjust the number of shares of Common Stock
     which may be issued under the Plan, the number of shares of Common Stock
     subject to Option or Performance Shares theretofore granted under the Plan,
     and any and all other matters deemed appropriate by the Committee.

          (b)  In the event of a subdivision or consolidation of shares or other
     increase or reduction in the number of shares of the Common Stock
     outstanding without receiving compensation therefor in money, services or
     property, then (a) in the event of an increase in the number of such shares
     outstanding, the number of shares of Common Stock purchasable pursuant to a
     Stock Option granted automatically pursuant to Section 5.1 after the date
     of increase, and the number of Performance Shares granted automatically
     pursuant to Section 5.1 after the date of such increase, shall be
     proportionately increased; and (b) in the event of a decrease in the number
     of such shares outstanding the number of shares of Common Stock purchasable
     pursuant to a Stock Option granted automatically pursuant to Section 5.1
     after the date of decrease, and the number of Performance Shares granted
     automatically pursuant to Section 5.1 after the date of such decrease shall
     be proportionately decreased.

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<PAGE>

          Section 6.11.  Changes in the Company's Capital Structure.

               (a)  The existence of outstanding Options or Performance Shares
          shall not affect in any way the right or power of the Company or its
          stockholders to make or authorize any or all adjustments,
          recapitalization, reorganizations or other changes in the Company's
          capital structure or its business, or any merger or consolidation of
          the Company or any issue of bonds, debentures, preferred or prior
          preference stock ahead of or affecting the Common Stock or the rights
          thereof, or the dissolution or liquidation of the Company, or any sale
          or transfer of all or any part of its assets or business, or any other
          corporate act or proceeding, whether of a similar character or
          otherwise.

               (b)  If, while there are outstanding Options or Performance
          Shares, the Company shall effect a subdivision or consolidation of
          shares or other increase or reduction in the number of shares of the
          Common Stock outstanding without receiving compensation therefor in
          money, services or property, then, subject to the provisions, if any,
          in the Award Agreement (a) in the event of an increase in the number
          of such shares outstanding, the number of shares of Common Stock then
          subject to Options hereunder or Performance Shares granted hereunder
          shall be proportionately increased; and (b) in the event of a decrease
          in the number of such shares outstanding the number of shares then
          available for Option hereunder or the number of Performance Shares
          granted hereunder shall be proportionately decreased. Any such
          adjustment in outstanding Options will be made without change to the
          total exercise price applicable to such Option and with a
          corresponding adjustment in the exercise price per share.

               (c)  After a merger of one or more corporations into the Company,
          or after a consolidation of the Company and one or more corporations
          in which the Company shall be the surviving corporation, (i) each
          holder of an outstanding Option shall, at no additional cost, be
          entitled upon exercise of such Option to receive (subject to any
          required action by stockholders) in lieu of the number of shares as to
          which such Option shall then be so exercisable, the number and class
          of shares of stock, other securities or consideration to which such
          holder would have been entitled to receive pursuant to the terms of
          the agreement of merger or consolidation if, immediately prior to such
          merger or consolidation, such holder had been the holder of record of
          a number of shares of the Company equal to the number of shares as to
          which such Option had been exercisable and (ii) unless otherwise
          provided by the Committee, the number of shares of Common Stock, other
          securities or consideration to be received with respect to unvested
          Performance Shares shall continue to be subject to the Award
          Agreement, including any vesting provisions thereof.

               (d)  Except as herein provided, the issuance by the Company of
          Common Stock or any other shares of capital stock or securities
          convertible into shares of capital stock, for cash, property, labor
          done or other consideration, shall not affect, and no adjustment by
          reason thereof shall be made with respect to, the number or price of
          shares of Common Stock then subject to outstanding Options.

          Section 6.12. Change in Control. If a Change in Control occurs while
unvested Performance Shares or unexercised Options remain outstanding, the
Committee shall waive any limitations set

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<PAGE>

forth in this Plan or any Award Agreement with respect to such Option or
Performance Share such that such Option shall become fully exercisable and such
Performance Share shall vest upon a Change in Control.

     Section 6.13.  Amendment of the Plan.

               (a)  The Committee may, without further action by the
     stockholders and without receiving further consideration from the
     participants, amend this Plan or condition or modify Awards under this Plan
     in response to changes in securities or other laws or rules, regulations or
     regulatory interpretations thereof applicable to this Plan or to comply
     with stock exchange rules or requirements.

               (b)  The Committee may at any time and from time to time
     terminate or modify or amend the Plan in any respect, except that without
     stockholder approval the committee may not (i) increase the maximum number
     of shares of Common Stock which may be issued under the Plan or to any
     individual (other than increases pursuant to Sections 6.10 and 6.11), or
     (ii) change the employees or class of employees eligible to participate in
     the Plan. The termination or any modification or amendment of the Plan,
     except as provided in subsection (a), shall not, without the consent of a
     participant, affect his or her rights under an Award previously granted to
     him or her.

     The undersigned hereby certifies that this is a true and correct copy of
the Timbers Oil Company 1997 Stock Incentive Plan, as adopted by the Company's
Board of Directors on February 18, 1997 and the Company's stockholders on
May 20, 1997, as amended.

                              By   Virginia Anderson
                                -------------------------------------
                                   Virginia Anderson, Secretary

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