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                                                                  EXHIBIT 10.3.2

               AMENDED AND RESTATED PATINA OIL & GAS CORPORATION
                          DEFERRED COMPENSATION PLAN
                             FOR SELECT EMPLOYEES
          AS ADOPTED MAY 1, 1996 AND AMENDED AS OF SEPTEMBER 30, 1997



1  - INTRODUCTION
 
1.1    PURPOSE OF THE PLAN
 
The Employer has adopted the Plan set forth herein to provide a means by which
certain employees may elect to defer receipt of designated percentages or
amounts of their Compensation and to provide a means for certain other deferrals
of compensation.

1.2    STATUS OF PLAN
 
The Plan is intended to be a "plan which is unfunded and is maintained by an
employer primarily for the purpose of providing deferred compensation for a
select group of management or highly compensated employees" within the meaning
of Sections 201(2) and 301(a)(3) of the Employee Retirement Income Security Act
of 1974 ("ERISA"), and shall be interpreted and administered to the extent
possible in a manner consistent with that intent.


2  - DEFINITIONS
 
Whenever used herein, the following terms have the meanings set forth below,
unless a different meaning is clearly required by the context:

2.1    ACCOUNT means, for each Participant, the account established for his or
her benefit under Section 5.1.
 
2.2    CHANGE OF CONTROL means (a) the purchase or other acquisition in one or
more transactions other than from the Employer, by an individual, entity or
group of persons within the meaning of Section 13(d)(3) or 14(d) of the
Securities Exchange Act of 1934 or any comparable successor provisions, of
beneficial ownership (within the meaning of Rule 13d-3 of the Securities
Exchange Act) of 50 percent or more of either that outstanding shares of common
stock or the combined voting power of Employer's then outstanding voting
securities entitled to vote generally or (b) in connection or as a result of any
tender offer, exchange offer, merger or other business combination or proxy
contest the directors prior to such event no longer constitute a majority of the
directors of Employer, or (c) the approval by stockholders of the Employer of a
reorganization, merger, consolidation or other business combination, in each
case, with respect to which persons who were stockholders of the Employer
immediately prior to such event do not immediately thereafter own more than 50%
of the combined voting power of the reorganized, merged, consolidated or
combined Employer's then outstanding securities that are entitled to vote
generally in the election of directors or (d) the liquidation or dissolution of
Employer or sale of all 
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                                                                               2


or substantially all of the Employer's assets.
 
2.3    CODE means the Internal Revenue Code of 1986, as amended, from time to
time.  Reference to any section or subsection of the Code included reference to
any comparable or succeeding provisions of any legislation which amends,
supplements or replaces such section or subsection.
 
2.4    COMPENSATION means the regular or base salary and cash bonuses payable by
the Employer or an Affiliate to an individual.  For purposes of the Plan,
Compensation will be determined before giving effect to Elective Deferrals and
other salary reduction amounts which are not included in the Participant's gross
income under Sections 125, 401(k), 402(h) or 403(b) of the Code.
 
For purposes of the Plan, bonuses shall be deemed to have been earned during the
Plan Year in which the Employer accrues such bonuses for federal income tax
reporting purposes.  Under the Employer's present method of federal income tax
reporting, regular bonuses paid in March of a given year are accrued ratably
during the prior year.  Regular salary and special bonuses, as designated by the
Board of Directors or the Compensation Committee of the Board of Directors of
Employer, are included in Compensation at the time paid to the employee.  Thus,
for example, Compensation for the Plan Year ending December 31, 1995 includes
regular salary paid during 1995 and any regular bonus paid during March 1996.
As a result an Elective Deferral to defer, say, 10% of a Participant's 1995
Compensation will result in the deferral hereunder of 10% of the Participant's
1995 salary and 10% of any regular bonus paid to the Participant in March 1996
(any regular bonus payable in March 1995 would not be affected by an election to
defer a portion of 1995 Compensation, since such bonus would be included in 1994
Compensation).

2.5    DISABILITY means a Participant's total and permanent mental or physical
disability resulting in termination of employment as evidenced by presentation
of medical evidence satisfactory to the Administrator.
 
2.6    EFFECTIVE DATE means July 1, 1996.
 
2.7    ELECTION FORM means the participation election form as approved and
prescribed by the Plan Administrator.
 
2.8    ELECTIVE DEFERRAL means the portion of Compensation during a Plan Year
which is deferred by a Participant under Section 4.1.
 
2.9    ELIGIBLE EMPLOYEE means, on the Effective Date or on any Entry Date
thereafter, those employees of the Employer selected by the Compensation
Committee of the Board of Directors of Employer or by such persons as the
Compensation Committee may authorize to select employees entitled to participate
in the Plan.
 
2.10    ENTRY DATE means, for each Participant, the date deferrals commence in
accordance with Section 4.1.
2.10
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                                                                               3

2.11    EMPLOYER means Patina Oil & Gas Corporation, any successor to all or a
major portion of its assets or business which assumes the obligations of
Employer, and each other entity that is affiliated with the Employer that adopts
the Plan with the consent of the Employer, provided that Patina Oil & Gas
Corporation shall have the sole power to amend this Plan and shall be the Plan
Administrator if no other person or entity is so serving at any time.
 
2.12    ERISA means the Employee Retirement Income Security Act of 1974, as
amended from time to time.  Reference to any section or subsection of ERISA
includes reference to any comparable or succeeding provisions of any legislation
which amends, supplements or replaces such section or subsection.
 
2.13    INCENTIVE CONTRIBUTION means a discretionary additional contribution
made by Employer as described in Section 4.3.
 
2.14    INSOLVENT means either (1) the Employer is unable to pay its debts as
they become due or (2) the Employer is subject to a pending proceeding as a
debtor under the United States Bankruptcy Code.
 
2.15    MATCHING DEFERRAL means a deferral for the benefit of a Participant as
described in Section 4.2.  A Matching Deferral may be made in cash, securities
of the Employer or a combination thereof in ratios to be established from time
to time by the Board of Directors of the Employer or the Compensation Committee
of the Employer.
 
2.16    MATCHING DEFERRAL LIMITATION means, with respect to Elective Deferrals
of Compensation for any Plan Year made by any Participant, 10% of such
Participant's base salary during such Plan Year.  The Compensation Committee may
change the Matching Deferral Limitation for any Participant or all Participants
at any time, provided that the Matching Deferral Limitation applicable to
Elective Deferrals of Compensation for any Plan Year made by any Participant may
not be reduced unless the Plan Administrator has given written notice of such
reduction to the Participant not less than 10 days prior to the commencement of
such Plan Year.  The foregoing shall not limit the Employer's rights to decrease
the salary or Compensation of, or terminate the employment of, any Participant
at any time, with or without cause and with or without prior notice, without
regard to the effect such discharge would have on the Participant's interest in
the Plan.
 
2.17    MATCHING DEFERRAL RATE means, with respect to Elective Deferrals of
Compensation for any Plan Year made by any Participant, 100%.  The Compensation
Committee may change the Matching Deferral Rate for any Participant or all
Participants at any time, provided that the Matching Deferral Rate applicable to
Elective Deferrals of Compensation for any Plan Year made by any Participant may
not be reduced unless the Plan Administrator has given written notice of such
reduction to the Participant not less than 10 days prior to the commencement of
such Plan Year.
 
2.18    PARTICIPANT means any individual who participates in the Plan in
accordance with Article 3.
2.18
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                                                                               4

2.19    PLAN means the Amended and Restated Patina Oil & Gas Corporation
Deferred Compensation Plan for Select Employees as amended from time to time.
 
2.20    PLAN ADMINISTRATOR means the person, persons, or entity designated by
the Employer to administer the Plan and to serve as agent for the Employer with
respect to the Trust.  If no such person or entity is serving as Plan
Administrator at any time, the Employer shall be Plan Administrator.
 
2.21    PLAN YEAR means, in the case of the first Plan Year, the period from the
Effective Date through December 31, 1996 and, for each Plan Year thereafter, the
12-month period ending December 31.
 
2.22    PATINA STOCK means Patina Oil & Gas Corporation common stock, par value
$.01 per share.
 
2.23    PATINA STOCK DEFERRAL means the portion of a Participant's Compensation
which is Patina Stock during a Plan Year which is deferred by a Participant
under Section 4.4.
 
2.24    PATINA STOCK ELECTION FORM means the participation election form for
Patina Stock as approved and prescribed by the Plan Administrator.
 
2.25    PATINA STOCK SUBACCOUNT has the meaning described in Section 5.1.
 
2.26    RETIREMENT AGE means the age of 55 or such other age as shall be
determined as the normal retirement age for purposes of the Employer's welfare
and retirement plans as determined by the Employer's Board of Directors or the
Compensation Committee thereof.  No determination to increase the Retirement Age
shall be effective with respect to amounts credited to the Account of a
Participant with respect to Plan Years commencing prior to the time of such
determination.
 
2.27    TRUST means the rabbi trust or trusts established by the Employer that
identifies the Plan as a plan with respect to which assets are to be held by the
Trustee.
 
2.28    TRUSTEE means the trustee or trustees under the Trust.
 

3  - PARTICIPATION
 
3.1    COMMENCEMENT OF PARTICIPATION
 
Any Eligible Employee who elects to defer part of his or her Compensation in
accordance with Section 4.1 or 4.4 shall become a participant in the Plan as of
the date such deferrals commence in accordance with Section 4.1 or 4.4.  Any
individual who is not already a Participant and whose account is credited with
an Incentive Contribution shall become a Participant as of the date such amount
is credited.
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                                                                               5

3.2    CONTINUED PARTICIPATION
 
A Participant in the Plan shall continue to be a Participant so long as any
amount remains credited to his or her Account.


4  - DEFERRALS AND INCENTIVE CONTRIBUTIONS
 
4.1    ELECTIVE DEFERRALS
 
Any Eligible Employee may elect to defer a percentage or dollar amount of one or
more payments of Compensation for the next succeeding Plan Year, on such terms
as the Plan Administrator may permit, by completing an Election Form and filing
it with the Plan Administrator prior to the first day of such succeeding Plan
Year (or any such earlier date as the Plan Administrator may prescribe),
provided that (1) an individual who is an Eligible Employee on the Effective
Date may, by completing an Election Form and filing it with the Plan
Administrator within 30 days following the Effective Date, elect to defer a
percentage or dollar amount of one or more payments of Compensation for the 1996
Plan Year, on such terms as the Plan Administrator may permit, which are payable
to the Participant after the date on which the Eligible Employee files the
Election Form and (2) an Eligible Employee who is a new employee of Employer
may, by completing an Election Form and filing it with the Plan Administrator
within 30 days of the date such employment commences, elect to defer a
percentage or dollar amount of one or more payments of Compensation for the Plan
Year in which such employment commences, on such terms as the Plan Administrator
may permit, which are payable to the Participant after the date on which the
Eligible Employee files the Election Form.

An election to defer a percentage or dollar amount of Compensation for any Plan
Year shall apply only to that Plan Year, unless the Participant elects otherwise
on the Election Form.

A Participant's Compensation shall be reduced in accordance with the
Participant's election hereunder and amounts deferred hereunder shall be paid by
the Employer to the Trust as soon as administratively feasible and credited to
the Participant's Accounts as of the date the amounts are received by the
Trustee.

4.2    MATCHING DEFERRALS
 
After each payroll period, the Employer shall contribute to the Trust Matching
Deferrals equal to the Matching Deferral Rate multiplied by the amount of the
Elective Deferrals credited to the Participants' Accounts for such period under
Section 4.1.  Each Matching Deferral will be credited as of the date it is
received by the Trustee pro rata in accordance with the amount of Elective
Deferrals of each Participant which are taken into account in calculating the
Matching Deferral.  The amount of Matching Contributions credited to the Account
of any Participant with respect to Elective Deferrals of Compensation for any
Plan Year may not exceed the Matching Deferral Limitation applicable to that
Participant for such Plan Year.

Notwithstanding the foregoing or anything in Section 7.1, if the amount of
"Employee Deferral 
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                                                                               6

Contributions" (as defined in the Employer's 401(k) Plan) made by a Participant
during a Plan Year is less than the maximum amount of Employee Elective
Deferrals the Participant is permitted to make to the Employer's 401(k) Plan
(after taking into account the employer's contribution allocated to the
Participant's account and any limitations imposed by the 401(k) Plan or the
Code), all Matching Deferrals, and any income and gain thereon, credited to the
Account of the Participant with respect to Elective Deferrals of Compensation
for such Plan Year shall be forfeited and applied as provided in Section 7.8,
unless the Plan Administrator, in its sole discretion determines that the
failure to contribute such maximum amount to the Employer's 401(k) Plan is the
result of an administrative error by the Employer or other reasons beyond the
Control of the Participant.

4.3    INCENTIVE CONTRIBUTIONS
 
In addition to other contributions provided for under the Plan, the Employer
may, in its sole discretion, select one or more Eligible Employees to receive an
Incentive Contribution to his or her account on such terms as the Employer shall
specify at the time it makes the contribution.  For example, the Employer may
contribute an amount to the Participant's Account and condition the payment of
such amount and accrued earnings thereon upon the Participant's remaining
employed by the Employer for an additional specified period of time.  The terms
specified by the Employer shall supersede any other provision of this Plan as
regards Incentive Contributions and earnings with respect thereto, provided that
if the Employer does not specify (a) the terms on which such Incentive
Contribution will vest, the Incentive Contribution and earnings thereon will
vest in the same manner as Matching Deferrals or (b) a method of distribution,
the Incentive Contribution and earnings thereon will be distributed in a manner
consistent with the election last made by the Participant prior to the Plan Year
in which the Incentive Contribution is made.  The Employer, in its discretion,
may permit the Participant to designate a distribution schedule for a particular
Incentive Contribution provided the designation is made before the Employer
finally determines that the Participant will receive the Incentive Contribution.

4.4    PATINA STOCK DEFERRAL
 
Any Eligible Employee may elect to defer a percentage or number of shares of a
grant of Patina Stock, on such terms as the Plan Administrator may permit, by
completing a Patina Stock Election Form and filing it with the Plan
Administrator prior to any grant of Patina Stock.  Any election to defer a
percentage or number of shares of Patina Stock shall apply only to that grant of
Patina Stock, unless the Participant elects otherwise on the Patina Stock
Election Form.  Any such deferral shall be entered by the Plan Administrator as
credited to the Patina Stock Subaccount for that Participant.

5  - ACCOUNTS
 
5.1    Accounts
 
The Plan Administrator shall establish an Account for each Participant
reflecting Elective Deferrals, Matching Deferrals, Incentive Contributions, and
Patina Stock Deferrals made for the Participant's benefit together with any
adjustments for income, gain or loss and any payments 
<PAGE>
 
                                                                               7

from the Account. The Plan Administrator shall establish sub-accounts for each
Participant that has more than one election in effect under Section 7.1 and such
other sub-accounts as are necessary for the proper administration of the Plan;
provided, however, each Participant that has deferred Patina Stock shall be
--------  ------- 
deferred into one or more separate subaccounts (where each subaccount shall be a
"Patina Stock Subaccount").  As of the last business day of each calendar
quarter, the Plan Administrator shall provide the Participant with a statement
of his or her Account reflecting the income, gains and losses (realized and
unrealized), amounts of deferrals and distributions of such Account since the
prior statement.

5.2    INVESTMENTS
 
       a.         Each Participant shall designate, in accordance with the
   procedures established from time to time by the Plan Administrator, the
   manner in which the amounts allocated to his or her Account shall be deemed
   to be invested from among the Funds (as such term is hereafter defined) made
   available from time to time for such purpose by the Plan Administrator. Such
   Participant may designate one of such Funds for the deemed investment of all
   the amounts allocated to his or her account or such Participant may split the
   deemed investment of the amounts allocated to his or her Account between such
   Funds in such increments as the Plan administrator may prescribe. If a
   Participant fails to make a proper designation, then his or her Account shall
   be deemed to be invested in the Fund or Funds designated by the Plan
   Administrator from time to time in a uniform and nondiscriminatory manner.
   For purposes of the Section 5.2 and Section 7.9 the term "Funds" shall mean
   the investment funds designated from time to time by the Loan Administrator
   for the deemed investment of Accounts pursuant to this Section 5.2.
 
       b.         A Participant may change his or her deemed investment
   designation for future amounts to be allocated to such Participant's Account.
   Any such change shall be made in accordance with the procedures established
   by the Plan Administrator, and the frequency of such changes may be limited
   by the Plan Administrator.
 
       c.         A Participant may elect to convert his or her deemed
   investment designation with respect to the amounts already allocated to such
   Participant's Account. Any such conversion shall be made in accordance with
   the procedures established by the Plan Administrator, and the frequency of
   such conversions may be limited by the Plan Administrator.
 
       d.         The preceding provisions of the Section 5.2 notwithstanding,
   the Plan Administrator may, in its sole discretion, permit a Participant to
   designate that all or a portion of his or her Account (with such portion to
   be determined by the Plan Administrator) shall be deemed to be invested in
   assets other than the Funds including, but not limited to, securities issued
   by the Employer; provided, however, that in no event may a Participant
                    --------  -------                        
   designate to have any portion of the Patina Stock Subaccount which has not
   yet become vested allocated to any other Fund or assets. If a portion of a
   Participant's Account is deemed to be invested in an asset other than the
   Funds (a "Deemed Asset"), then such Participant may at any time request, in
   accordance with the procedures prescribed by the Plan Administrator, that
   such deemed investment in such Deemed Asset 
<PAGE>
 
                                                                               8

   be converted into a deemed investment in one or more of the Funds; provided,
   however, that if the Deemed Asset is an asset actually held by the Trust at
   the time such conversion request is made, then such conversion shall be
   permitted only at the times and to the extent that such Deemed Asset may be
   sold or otherwise disposed of by the Trustee in compliance with all
   applicable laws. The Accounts that are deemed to be invested in a Deemed
   Asset shall be reduced by the aggregate amount of the costs and expenses
   incurred by the Plan, the Employer, the Plan Administrator, the Trust, and/or
   the Trustee in connection with such Deemed Asset, including, without
   limitation, the costs and expenses associated with the acquisition,
   maintenance, and sale or exchange of such Deemed Asset.
 
       e.         The Plan Administrator shall forward to the Record Keeper all
   designations and changes thereto made by any Participant with respect to the
   manner in which the amounts allocated to his or her Account shall be deemed
   to be invested from among the Funds or in a Deemed Asset. All assets of the
   Trust shall be invested in the Funds or Deemed Assets as directed by the Plan
   Administrator, on behalf of the Participant, in the Plan Administrator's sole
   discretion.
 
       f.         All deemed investments under the Plan shall be valued at the
   times and in the manner determined by the Trustee in its sole discretion.
   None of the Plan, the Employer, the Plan Administrator, the Trust, or the
   Trustee shall be responsible or liable for any loss resulting from (1) a
   Participant's exercise of any control or discretion over the deemed
   investment or his or her Account and/or (2) any actions taken by the Plan
   Administrator and the Trustee pursuant to this Section 5.2.
 
6  - VESTING
 
6.1    GENERAL
 
A Participant will be immediately vested in, i.e., shall have a nonforfeitable
right to, all Elective Deferrals, and to all income and gain attributable
thereto, credited to his or her Account.  Subject to earlier vesting in
accordance with this Article 6, a Participant shall become vested in the portion
of his or her Account attributable to Matching Deferrals made with respect to
Elective Deferrals of Compensation for a given Plan Year as follows:

(a)  33-1/3% at the end of the Plan Year with respect to which the Matching
     Deferrals are made;
 
(b)  33-1/3% at the end of the first Plan Year following the Plan Year with
     respect to which the Matching Deferrals are made; and
 
(c)  33-1/3% at the end of the second Plan Year with respect to which the
     Matching Deferrals are made.
 
Any portion of a Participant's Account that has not vested on the date that a
Participant's employment with Employer terminates shall, except as provided in
this Article 6, shall be forfeited 
<PAGE>
 
                                                                               9

and applied as provided in Section 7.8.

6.2    PATINA STOCK SUBACCOUNTS
 
       a.  If the Plan Administrator, in its sole discretion, permits a
Participant to designate all or a portion of his or her Account to be deemed to
be invested in securities of the Employer pursuant to Section 5.2 of this Plan,
such securities in the Patina Stock Subaccount will be subject to the terms of
this Plan that are applicable to the Funds and Deemed Assets for the calendar
year applicable thereto.

       b.  For any deferral of securities of the Employer made by a Participant
pursuant to Section 4.4 of this Plan, such securities will vest on such terms as
the Plan Administrator may permit.  With respect to the grant of shares of
common stock of the Employer made in connection with the transactions described
in the Employer's Proxy Statement dated September 19, 1997, a Participant shall
become vested in that Patina Stock Subaccount at the rate of 20% for each
deferral commencing on January 1 of the year following each grant and on January
1 thereafter until the Participant is vested in that Patina Stock Subaccount (or
until termination of employment if sooner).  If a Participant's employment were
to terminate by reason of the Company's failure to renew an expiring employment
agreement, then the Participant shall be vested as to an additional 20% of that
Patina Stock Subaccount attributable to each such deferral and the portion of a
Participant's Patina Stock Subaccount that has not vested on the date that the
Participant's employment with Employer terminates shall, except as provided in
this Article 6, be forfeited and applied as provided in Section 7.8.

       c.  If all or any portion of the Employer's Trust Matching Deferrals made
pursuant to Section 4.2 consists of securities of the Employer, that Patina
Stock Subaccount will become vested pursuant to the terms of Section 6.1.

6.3    CHANGE OF CONTROL
 
A Participant shall become fully vested in his or her Account, and the Patina
Stock Subaccount, if any, immediately prior to a Change of Control of the
Employer.

6.4    DEATH, RETIREMENT OR DISABILITY
 
A Participant shall become fully vested in his or her Account (including the
Patina Stock Subaccount) immediately prior to termination of the Participant's
employment by reason of Participant's death, retirement at or after the
attainment of the Retirement Age or Disability.  Whether a Participant's
termination of employment is by reason of Participant's Disability or retirement
shall be determined by the Plan Administrator in its sole discretion.

6.5    DISCRETIONARY VESTING
 
The Employer may, in its sole discretion, accelerate the vesting of all or any
portion of the Accounts, and/or the Patina Stock Subaccounts, of any Participant
or all Participants.
<PAGE>
 
                                                                              10

   INSOLVENCY
 
A Participant shall become fully vested in his or her Account immediately prior
to the Employer's becoming Insolvent, in which case the Participant will have
the same rights as a general creditor of the Employer with respect to his or her
Account Balance.

7  - PAYMENTS
 
7.1    ELECTION AS TO TIME AND FORM OF PAYMENT
 
A Participant shall elect (on the Election Form used to elect to defer
Compensation under Section 4.1) the date at which the Elective Deferrals and
vested Matching Deferrals (including any earnings attributable thereto) will
commence to be paid to the Participant.  The Participant shall also elect
thereon for payments to be paid in either:

a.     a single lump-sum payment; or
 
b.     annual or monthly installments over a period elected by the Participant
       up to 10 years, the amount of each installment to equal the balance of
       his or her Account immediately prior to the installment divided by the
       number of installments remaining to be paid.
 
Each such election will be effective for the Plan Year for which it is made and
succeeding Plan years, unless changed by the Participant.  Any change will be
effective only for Elective Deferrals and Matching Deferrals made for the first
Plan Year beginning after the date on which the Election Form containing the
change is filed with the Plan Administrator.  Except as provided in Sections
7.2, 7.3, 7.4, or 7.5, payment of a Participant's Account shall be made in
accordance with the Participant's elections under this Section 7.1.

7.2    ELECTION AS TO TIME OF PAYMENT FOR PATINA STOCK SUBACCOUNT
 
A Participant shall elect (on the Patina Stock Election Form used to elect to
defer Compensation under Section 4.4) the date on which his or her vested Patina
Stock Subaccount will be paid to the Participant.  Within 30 days from the date
elected by the Participant, the Participant shall receive one share of Patina
Stock for each vested share held in his or her Patina Stock Subaccount.  In
addition, upon the occurrence of any event in which a Participant's Account is
paid out pursuant to this Article 7, the Participant's Patina Stock Subaccount,
if any, shall be paid out within 30 days following such event.

7.3    CHANGE OF CONTROL
 
A Participant may elect on the Election Form or the Patina Stock Election Form
that, in the event of a Change of Control, the Participant's entire Account
balance (including any amount vested pursuant to Section 6.3) will either (a) be
paid to the Participant in a single lump sum as soon as possible following any
Change of Control of the Employer or (b) be paid to the Participant in a single
lump sum as soon as possible following a Change of Control of the Employer
unless, prior 
<PAGE>
 
                                                                              11

to the Change of Control, a majority of the members of the Board of Directors of
the Employer who are not Participants in the Plan determines that the Change of
Control would not reasonably be expected to increase materially the economic
risk of Participants who remain in the Plan or (c) be paid in accordance with
the other provisions of the Plan without regard to any Change of Control. Unless
the Participant shall have elected otherwise on the Election Form, as soon as
possible following a Change of Control of the Employer, each Participant shall
be paid his or her entire Account balance (including any amount vested pursuant
to Section 6.3) in a single lump sum. Notwithstanding any other provision of
this Section 7.3, in the event that Patina Stock ceases to exist or be publicly
traded, the Participant shall receive the same benefit at the time of the
payment for each share reflected in the Patina Stock Subaccount as a Patina
Stock holder received for each share he or she held in the Change of Control.

7.4    TERMINATION OF EMPLOYMENT
 
Unless the Plan Administrator, in its sole discretion, determines otherwise,
upon termination of a Participant's employment for any reason other than death,
Disability and retirement after attainment of the Retirement Age, the vested
portion of the Participant's Account shall be paid to the Participant in a
single lump sum as soon as practicable following the date of such termination.
If the Plan Administrator does determine not to make a lump sum payment to a
Participant under this Section, the Plan Administrator may, in its sole
discretion, determine to pay the vested portion of such Participant's Account in
a single lump sum at any time thereafter.

7.5    DISABILITY
 
If the Participant's employment terminates by the reason of the Participant's
Disability, the amounts credited to a Participant's Account with respect to any
Plan Year shall be paid out in accordance with the election made in accordance
with Section 7.1 unless the Plan Administrator, in its sole discretion,
determines to pay such amounts in one lump sum or the Participant shall have
elected in such Election Form to receive payment of the remaining balance of
such amounts in one lump sum if his or her employment terminates by reason of
Disability.

7.6    DEATH
 
If a Participant dies prior to the complete distribution of his or her Account,
the balance of the Account shall be paid as soon as practicable to the
Participant's designated beneficiary or beneficiaries, in the form elected by
the Participant under either of the following options:

       a.   a single lump-sum payment; or
 
       b.   annual or monthly installments over a period elected by the
            Participant up to 10 years, the amount of each installment to equal
            the balance of the Account immediately prior to the installment
            divided by the number of installments remaining to be paid.
 
Any designation of beneficiary and form of payment to such beneficiary shall be
made by the Participant on an Election Form filed with the Plan Administrator
and may be changed by the 
<PAGE>
 
                                                                              12

Participant at any time by filing another Election Form containing the revised
instructions. If no beneficiary is designated or no designated beneficiary
survives the Participant, payment shall be made to the Participant's surviving
spouse or, if none, to his or her issue per stirpes, in a single payment. If no
spouse or issue survives the Participant, payment shall be made in a single lump
sum to the Participant's estate.

7.7    UNFORESEEN EMERGENCY
 
If a Participant suffers an unforeseen emergency, as defined herein, the Plan
Administrator, in its sole discretion, may pay to the Participant only that
portion, if any, of the vested portion of his or her Account which the Plan
Administrator determines is necessary to satisfy the emergency need, including
any amounts necessary to pay any federal, state or local income taxes reasonably
anticipated to result from the distribution.  A Participant requesting an
emergency payment shall apply for the payment in writing in a form approved by
the Plan Administrator and shall provide such additional information as the Plan
Administrator may require.  For purposes of this paragraph, "unforeseen
emergency" means an immediate and heavy financial need resulting from either of
the following:

a.   expenses which are not covered by insurance and which the Participant or
     his or her spouse or dependent has incurred as a result of, or is required
     to incur in order to receive, medical care; or
 
b.   any circumstance that is determined by the Plan Administrator in its sole
     discretion to constitute an unforeseen emergency which is not covered by
     insurance and which cannot reasonably be relieved by the liquidation of the
     Participant's assets.
 
7.8    FORFEITURE OF NON-VESTED AMOUNTS
 
To the extent that any amounts credited to a Participant's Account are not
vested at the time such amounts are otherwise payable under Section 7.1 or 7.3,
such amounts shall be forfeited and shall, at the option of the Employer, either
be paid to the Employer or used to satisfy the Employer's obligation to make
contributions to the Trust under the Plan.

7.9    TAXES
 
All federal or state taxes that the Plan Administrator determines are required
to be withheld from any payments made pursuant to this Article 7 shall be
withheld.

7.10    FORM OF DISTRIBUTIONS
 
The Plan Administrator shall determine in its sole discretion the extent to
which any distribution under the Plan (whether payable in a single lump sum or
installments) shall be paid in cash, in kind, or both in cash and in kind.
Without limiting the scope of the Plan Administrator's discretion pursuant to
the preceding sentence, the Plan Administrator may in its sole discretion direct
that all or any portion of a Participant's Account be distributed in kind to
such Participant or such Participant's designated beneficiaries based upon the
Funds and/or assets in which such 
<PAGE>
 
                                                                              13

Account is deemed to be invested pursuant to Section 5.2 immediately prior to
the date of such distribution. No participant or beneficiary of a Participant
shall have the right to demand a distribution in cash, in kind, or any
combination thereof.

8  - PLAN ADMINISTRATOR
 
8.1    PLAN ADMINISTRATION AND INTERPRETATION
 
The Plan Administrator shall oversee the administration of the Plan.  The Plan
Administrator shall have complete control and authority to determine the rights
and all claims, demands and actions arising out of the provisions of the Plan of
any Participant, beneficiary, deceased Participant, or other person having or
claiming to have any interest under the Plan.  The Plan Administrator shall have
complete discretion to interpret the Plan to decide all matters under the Plan.
Such interpretation and decision shall be final, conclusive and binding on all
Participants and any person claiming under or through any Participant, in the
absence of clear and convincing evidence that the Plan Administrator acted
arbitrarily and capriciously.  Any individual(s) serving as Plan Administrator
who is a Participant will not vote or act on any matter relating solely to
himself or herself.  When making a determination or calculation, the Plan
Administrator shall be entitled to rely on information furnished by a
Participant, a beneficiary, the Employer or the Trustee.  The Plan Administrator
shall have the responsibility for complying with any reporting and disclosure
requirements or ERISA.

8.2    POWERS, DUTIES, PROCEDURES, ETC.
 
The Plan Administrator shall have such powers and duties, may adopt such rules
and tables, may act in accordance with such procedures, may appoint such
officers or agents, may delegate such powers and duties, may receive such
reimbursements and compensation, and shall follow such claims and appeal
procedures with respect to the Plan as it may establish.

8.3    INFORMATION
 
To enable the Plan Administrator to perform its functions, the Employer shall
supply full and timely information to the Plan Administrator on all matters
relating to the Compensation of Participants, their employment, retirement,
death, termination or employment, and such other pertinent facts as the Plan
Administrator may require.

8.4    INDEMNIFICATION OF PLAN ADMINISTRATOR
 
The Employer agrees to indemnify and to defend to the fullest extent permitted
by law any officer(s) or employee(s) who serve as Plan Administrator (including
any such individual who formerly served as Plan Administrator) against all
liabilities, damages, costs and expenses (including attorney's fees and amounts
paid in settlement of any claims approved by the Employer) occasioned by any act
or omission to act in connection with the Plan, if such act or omission is in
good faith.
<PAGE>
 
                                                                              14

9  - AMENDMENT AND TERMINATION
 
9.1    AMENDMENTS
 
The Employer, upon action of its Board of Directors or an authorized committee
thereof, shall have the right to amend the Plan from time to time, subject to
Section 9.3, by an instrument in writing which has been executed on the
Employer's behalf by its duly authorized officer.

9.2    TERMINATION OF PLAN
 
This Plan is strictly a voluntary undertaking on the part of the Employer and
shall not be deemed to constitute a contract between the Employer and any
Eligible Employee (or any other employee) or a consideration for, or an
inducement or condition of employment for, the performance of the services by
any Eligible Employee (or other employee).  The Employer reserves the right to
terminate the Plan at any time, subject to Section 9.3, by an instrument in
writing which has been executed on the Employer's behalf by its duly authorized
officer.  Upon termination, the Employer may (a) elect to continue to maintain
the Trust to pay benefits hereunder as they become due as if the Plan had not
terminated or (b) direct the Trustee to pay promptly to Participants (or their
beneficiaries) the vested balance of their Accounts.  For purposes of the
preceding sentence, in the event the Employer chooses to implement clause (b),
the Account balances of all Participants who are in the employ of the Employer
at the time the Trustee is directed to pay such balances shall become fully
vested and nonforfeitable.  After Participants and their beneficiaries are paid
all Plan benefits to which they are entitled, all remaining assets of the Trust
attributable to Participants who terminated employment with the Employer prior
to termination of the Plan who were not fully vested in their Accounts under
Article 6 at that time, shall be returned to the Employer.

9.3    EXISTING RIGHTS
 
No amendment or termination of the Plan shall adversely affect the rights of any
Participant with respect to amounts that have been credited to his or her
Account prior to the date of such amendment or termination.

10  - MISCELLANEOUS
 
10.1    NO FUNDING
 
The Plan constitutes a mere promise by the Employer to make payments in
accordance with the terms of the Plan and Participants and beneficiaries shall
have the status of general unsecured creditors of the Employer.  Nothing in the
Plan will be construed to give any employee or any other person rights to any
specific assets of the Employer or of any other person.  In all events, it is
the intent of the Employer that the Plan be treated as unfunded for tax purposes
and for purposes of Title 1 of ERISA.
<PAGE>
 
                                                                              15

  NON-ASSIGNABILITY
 
None of the benefits, payments, proceeds or claims of any Participant or
beneficiary shall be subject to any claim of any creditor of any Participant or
beneficiary and, in particular, the same shall not be subject to attachment or
garnishment or other legal process by any creditor of such Participant or
beneficiary, nor shall any Participant or beneficiary have any right to
alienate, anticipate, commute, pledge, encumber or assign any of the benefits or
payments or proceeds which he or she may expect to receive, contingently or
otherwise, under the Plan.

10.3    LIMITATION OF PARTICIPANTS' RIGHTS

Nothing contained in the Plan shall confer upon any person a right to be
employed or to continue in the employ of the Employer, or interfere in any way
with the right of the Employer to terminate the employment of an Participant in
the Plan any time, with or without cause.

10.4    PARTICIPANTS BOUND
 
Any action with respect to the Plan taken by the Plan Administrator or the
Employer or the Trustee or any action authorized by or taken at the direction of
the Plan Administrator, the Employer or the Trustee shall be conclusive upon all
Participants and beneficiaries entitled to benefits under the Plan.

10.5    RECEIPT AND RELEASE
 
Any payment to any Participant or beneficiary in accordance with the provisions
of the Plan shall, to the extent thereof, be in full satisfaction of all claims
against the Employer, the Plan Administrator and the Trustee under the Plan, and
the Plan Administrator may require such Participant or beneficiary, as a
condition precedent to such payment, to execute a receipt and release to such
effect.  If any Participant or beneficiary is determined by the Plan
Administrator to be incompetent by reason or physical or mental disability
(including minority) to give a valid receipt and release, the Plan Administrator
may cause the payment or payments becoming due to such person to be made to
another person for his or her benefit without responsibility on the part of the
Plan Administrator, the Employer or the Trustee to follow the application of
such funds.

10.6    PLAN DOES NOT AFFECT EMPLOYMENT RIGHTS
 
The Plan does not provide any employment rights to any Eligible Employee or
Participant.  The Employer expressly reserves the right to discharge an Employee
or to increase or decrease the salary or Compensation of an Employee at any
time, with or without cause and with or without prior notice, without regard to
the effect such discharge would have on the Employee's interest in the Plan.
<PAGE>
 
                                                                              16

  GOVERNING LAW
 
The Plan shall be construed, administered, and governed in all respects under
and by the laws of the state of Colorado.  If any provision shall be held by a
court of competent jurisdiction to be invalid or unenforceable, the remaining
provisions hereof shall continue to be fully effective.

10.8    HEADINGS AND SUBHEADINGS
 
Headings and subheadings in this Plan are inserted for convenience only and are
not to be considered in the construction of the provisions hereof.