BASIN EXPLORATION, INC.
                         EQUITY INCENTIVE PLAN
                       (as amended June 6, 1996)

                               SECTION 1
                             INTRODUCTION

          1.1  Establishment.  Basin Exploration, Inc., a Delaware
corporation (hereinafter referred to, together with its Affiliated
Corporations (as defined in subsection 2.1(a)) as the "Company" except
where the context otherwise requires), hereby establishes the Basin
Exploration, Inc. Equity Incentive Plan (the "Plan") for certain key
employees of the Company.

          1.2  Purposes.  The purposes of the Plan are to provide the
key management employees selected for participation in the Plan with
added incentives to continue in the long-term service of the Company
and to create in such employees a more direct interest in the future
success of the operations of the Company by relating incentive
compensation to increases in stockholder value, so that the income of
the key management employees is more closely aligned with the income
of the Company's stockholders.  The Plan is also designed to attract
key employees and to retain and motivate participating employees by
providing an opportunity for investment in the Company.


                               SECTION 2
                              DEFINITIONS

          2.1  Definitions.  The following terms shall have the
meanings set forth below:

               (a)  "Affiliated Corporation" means any corporation or
other entity (including but not limited to a partnership) which is
affiliated with Basin Exploration, Inc. through stock ownership or
otherwise and is treated as a common employer under the provisions of
Sections 414(b) and (c) of the Internal Revenue Code.

               (b)  "Award" means a grant made under this Plan in the
form of Stock, Options, Restricted Stock, Performance Shares, or
Performance Units.

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

               (d)  "Effective Date" means the effective date of the
Plan, March 9, 1992.

               (e)  "Eligible Employees" means full-time key employees
(including, without limitation, officers and directors who are also
employees) of the Company or any Affiliated Corporation or any
division thereof, upon whose judgment, initiative and efforts the
Company is, or will be, important to the successful conduct of its
business.
               (f)  "Fair Market Value" means the officially quoted
closing price of the Stock on the NASDAQ National Market System on a
particular date.  If there are no Stock transactions on such date, the
Fair Market Value shall be determined as of the immediately preceding
date on which there were Stock transactions.  If no such prices are
reported on the NASDAQ National Market System, then Fair Market Value
shall mean the average of the high and low sale prices for the Stock
(or if no sales prices are reported, the average of the high and low
bid prices) as reported by the principal regional stock exchange, or
if not so reported, as reported by NASDAQ or a quotation system of
general circulation to brokers and dealers.  If the Stock is not
publicly traded, the Fair Market Value of the Stock on any date shall
be determined in good faith by the Incentive Plan Committee after such
consultation with outside legal, accounting and other experts as the
Incentive Plan Committee may deem advisable, and the Committee shall
maintain a written record of its method of determining such value.

               (g)  "Incentive Plan Committee"  means a committee
consisting of at least two disinterested members of the Board who are
empowered hereunder to take actions in the administration of the Plan.
The Incentive Plan Committee shall be so constituted at all times as
to permit the Plan to comply with Rule 16b-3 or any successor rule
promulgated under the Securities Exchange Act of 1934 (the "1934
Act").  Members of the Incentive Plan Committee shall be appointed
from time to time by the Board, shall serve at the pleasure of the
Board, and may resign at any time upon written notice to the Board.

               (h)  "Incentive Stock Option" means any Option
designated as such and granted in accordance with the requirements of
Section 422 of the Internal Revenue Code.

               (i)  "Internal Revenue Code" means the Internal Revenue
Code of 1986, as it may be amended from time to time.

               (j)  "Non-Statutory Option" means any Option other than
an Incentive Stock Option.

               (k)  "Option" means a right to purchase Stock at a
stated price for a specified period of time.

               (l)  "Option Price" means the price at which shares of
Stock subject to an Option may be purchased, determined in accordance
with subsection 7.2(b).

                                  -2-

               (m)  "Participant" means an Eligible Employee or
consultant to the Company designated by the Incentive Plan Committee
from time to time during the term of the Plan to receive one or more
Awards under the Plan.

               (n)  "Performance Cycle" means the period of time as
specified by the Incentive Plan Committee over which Performance Share
or Performance Units are to be earned.

               (o)  "Performance Shares" means an Award made pursuant
to Section 9 which entitles a Participant to receive Shares, their
cash equivalent or a combination thereof based on the achievement of
performance targets during a Performance Cycle.

               (p)  "Performance Units" means an Award made pursuant
to Section 9 which entitles a Participant to receive cash, Stock or a
combination thereof based on the achievement of performance targets
during a Performance Cycle.

               (q)  "Plan Year" means each 12-month period beginning
April 1 and ending the following March 31, except that for the first
year of the Plan it shall begin on the Effective Date and extend to
March 31 of the following year.

               (r)  "Restricted Stock" Means Stock granted under
Section 8 that is subject to restrictions imposed pursuant to said
Section.

               (s)  "Share" means a share of Stock.

               (t)  "Stock" means the common stock, $.01 par value, of
the Company.

          2.2  Gender and Number.  Except when otherwise indicated by
the context, the masculine gender shall also include the feminine
gender, and the definition of any term herein in the singular shall
also include the plural


                               SECTION 3
                          PLAN ADMINISTRATION

          The Plan shall be administered by the Incentive Plan
Committee.  In accordance with the provisions of the Plan, the
Incentive Plan Committee shall, in its sole discretion, select
Participants from among the Eligible Employees to whom Awards will be
granted, the form of each Award, the amount of each Award and any
other terms and conditions of each Award as the Incentive Plan
Committee may deem necessary or desirable and consistent with the
terms of the Plan.  The Incentive Plan Committee shall determine the
form or forms of the agreements with participants which shall evidence
the particular provisions, terms, conditions, rights and duties of the
Company and the Participants with

                                  -3-

respect to Awards granted pursuant to the Plan, which provisions need
not be identical except as may be provided herein.  The Incentive Plan
Committee may from time to time adopt such rules and regulations for
carrying out the purposes of the Plan as it may deem proper and in the
best interests of the Company.  The Incentive Plan Committee may
correct any defect, supply any omission or reconcile any inconsistency
in the Plan or in any agreement entered into hereunder in the manner
and to the extent it shall deem expedient and it shall be the sole and
final judge of such expediency.  No member of the Incentive Plan
Committee shall be liable for any action or determination made in good
faith, and all members of the Committee shall, in addition to their
rights as directors, be fully protected by the Company with respect to
any such action, determination or interpretation.  The determination,
interpretations and other actions of the Incentive Plan Committee
pursuant to the provisions of the Plan shall be binding and conclusive
for all purposes and on all persons.


                               SECTION 4
                       STOCK SUBJECT TO THE PLAN

          4.1  Number of Shares.  Initially, 1,271,488 Shares are
authorized for issuance under the Plan in accordance with the
provisions of the Plan and subject to such restrictions or other
provisions as the Incentive Plan Committee may from time to time deem
necessary.  This authorization shall be increased automatically on
each succeeding annual anniversary of July 1, 1996 (the "Amendment
Effective Date") by an amount equal to that number of Shares equal to
one-half of one percent of the Company's then issued and outstanding
Shares.  The Shares may be divided among the various Plan components
as the Incentive Plan Committee shall determine, except that no more
than 1,150,000 Shares shall be cumulatively available for the grant of
Incentive Stock Options under the Plan.  Any portion of the Shares
added on each succeeding anniversary of the Amendment Effective Date
which are unused during the Plan Year beginning on such anniversary
date shall be carried forward and be available for grant and issuance
in subsequent Plan Years, while up to 100% of the Shares to be added
in the next succeeding Plan Year (calculated on the basis of the
current Plan Year's allocation) may be borrowed for use in the current
Plan Year.  Shares which may be issued upon the exercise of Options
shall be applied to reduce the maximum number of Shares remaining
available for use under the Plan.  The Company shall at all times
during the term of the Plan and while any Options are outstanding
retain as authorized and unissued Stock, or as treasury Stock, at
least the number of Shares from time to time required under the
provisions of the Plan, or otherwise assure itself of its ability to
perform its obligations hereunder.

          4.2  Unused and Forfeited Stock.  Any Shares that are
subject to an Award under this Plan which are not used because the
terms and conditions of the Award are not met, including any Shares
that are subject to an Option which expires or is terminated for any
reason, any Shares which are used for full or partial payment of the
purchase price of Shares with respect to which an Option is exercised
and any Shares retained by the Company pursuant to Section 15.2 shall
automatically become available for use under the Plan.
Notwithstanding the foregoing, any Shares used for full or partial
payment of the purchase price of the Shares with respect to which an
Option is exercised and any Shares retained by

                                  -4-

the Company pursuant to Section 15.2 that were originally Incentive
Stock Option Shares must still be considered as having been granted
for purposes of determining whether the 1,150,000 Share limitation on
Incentive Stock Option grants provided for in Section 4.1 has been
reached.

          4.3  Adjustments for Stock Split, Stock Dividend, Etc.  If
the Company shall at any time increase or decrease the number of its
outstanding Shares of Stock or change in any way the rights and
privileges of such Shares by means of the payment of a stock dividend
or any other distribution upon such Shares payable in Stock, or
through a stock split, subdivision, consolidation, combination,
reclassification or recapitalization involving the Stock, then in
relation to the Stock that is affected by one or more of the above
events, the numbers, rights and privileges of the following shall be
increased, decreased or changed in like manner as if they had been
issued and outstanding, fully paid and nonassessable at the time of
such occurrence:  (i) the shares of Stock as to which Awards may be
granted under the Plan; and (ii) the Shares of Stock then included in
each outstanding Option, Performance Share or Performance Unit granted
hereunder.

          4.4  Dividend Payable in Stock of Another Corporation, Etc.
If the Company shall at any time pay or make any dividend or other
distribution upon the Stock payable in securities of another
corporation or other property (except money or Stock), a proportionate
part of such securities or other property shall be set aside and
delivered to any Participant then holding an Award for the particular
type of Stock for which the dividend or other distribution was made,
upon exercise thereof in the case of Options, and the vesting thereof
in the case of other Awards.  Prior to the time that any such
securities or other property are delivered to a Participant in
accordance with the foregoing, the Company shall be the owner of such
securities or other property and shall have the right to vote the
securities, receive any dividends payable on such securities, and in
all other respects shall be treated as the owner.  If securities or
other property which have been set aside by the Company in accordance
with this Section are not delivered to a Participant because an Award
is not exercised or otherwise vested, then such securities or other
property shall remain the property of the Company and shall be dealt
with by the Company as it shall determine in its sole discretion.

          4.5  Other Changes in Stock.  In the event there shall be
any change, other than as specified in Sections 4.3 and 4.4, in the
number or kind of outstanding shares of Stock or of any stock or other
securities into which the Stock shall be changed or for which it shall
have been exchanged, and if the Incentive Plan Committee shall in its
discretion determine that such change equitably requires an adjustment
in the number or kind of Shares subject to outstanding Awards or which
have been reserved for issuance pursuant to the Plan but are not then
subject to an Award, then such adjustments shall be made by the
Incentive Plan Committee and shall be effective for all purposes of
the Plan and on each outstanding Award that involves the particular
type of stock for which a change was effected.

          4.6  Rights to Subscribe.  If the Company shall at any time
grant to the holders of its Stock rights to subscribe pro rata for
additional shares thereof or for any other securities of the Company
or of any other corporation, there shall be reserved with respect to

                                  -5-

the Shares then subject to an Award held by any Participant of the
particular class of Stock involved, the Stock or other securities
which the Participant would have been entitled to subscribe for if
immediately prior to such grant the Participant had exercised his
entire Option, or otherwise vested in his entire Award.  If, upon
exercise of any such Option or the vesting of any other Award, the
Participant subscribes for the additional Stock or other securities,
the Participant shall pay to the Company the price that is payable by
the Participant for such Stock or other securities.

          4.7  General Adjustment Rules.  If any adjustment or
substitution provided for in this Section 4 shall result in the
creation of a fractional Share under any Award, the Company shall, in
lieu of selling or otherwise issuing such fractional Share, pay to the
Participant a cash sum in an amount equal to the product of such
fraction multiplied by the Fair Market Value of a Share on the date
the fractional Share would otherwise have been issued.  In the case of
any such substitution or adjustment affecting an Option, the total
Option Price for the shares of Stock then subject to an Option shall
remain unchanged but the Option Price per share under each such Option
shall be equitably adjusted by the Incentive Plan Committee to reflect
the greater or lesser number of shares of Stock or other securities
into which the Stock subject to the Option may have been changed.

          4.8  Determination by Incentive Plan Committee, Etc.
Adjustments under this Section 4 shall be made by the Incentive Plan
Committee, whose determinations with regard thereto shall be final and
binding upon all parties thereto.


                               SECTION 5
                     REORGANIZATION OR LIQUIDATION

          In the event that the Company is merged or consolidated with
another corporation (other than a merger or consolidation in which the
Company is the continuing corporation and which does not result in any
reclassification or change of outstanding Shares), or if all or
substantially all of the assets or more than 50% of the outstanding
voting stock of the Company is acquired by any other corporation,
business entity or person (other than a sale or conveyance in which
the Company continues as a holding company of an entity or entities
that conduct the business or businesses formerly conducted by the
Company), or in case of a reorganization (other than a reorganization
under the United States Bankruptcy Code) or liquidation of the
Company, and if the provisions of Section 10 do not apply, the
Incentive Plan Committee, or the board of directors of any corporation
assuming the obligations of the Company, shall have the power and
discretion to prescribe the terms and conditions for the exercise of,
or modification of, any outstanding Awards granted hereunder.  By way
of illustration, and not by way of limitation, the Incentive Plan
Committee may provide for the complete or partial acceleration of the
dates of exercise of the Options, or may provide that such Options
will be exchanged or converted into options to acquire securities of
the surviving or acquiring corporation, or may provide for a payment
or distribution in respect of outstanding Options (or the portion
thereof that is currently exercisable) in cancellation thereof.  The
Incentive Plan Committee may remove restrictions on Restricted Stock
and may modify the performance requirements for any other Awards.

                                  -6-

The Incentive Plan Committee may provide that Stock or other Awards
granted hereunder must be exercised in connection with the closing of
such transaction, and that if not so exercised such Awards will
expire.  Any such determinations by the Incentive Plan Committee may
be made generally with respect to all Participants, or may be made on
a case-by-case basis with respect to particular Participants.  The
provisions of this Section 5 shall not apply to any transaction
undertaken for the purpose of reincorporating the Company under the
laws of another jurisdiction, if such transaction does not materially
affect the beneficial ownership of the Company's capital stock.
                               SECTION 6
                             PARTICIPATION

          Participants in the Plan shall be those Eligible Employees
or consultants who, in the judgment of the Incentive Plan Committee,
are performing, or during the term of their incentive arrangement will
perform, important services in the management, operation and
development of the Company, and significantly contribute, or are
expected to significantly contribute, to the achievement of long-term
corporate economic objectives. Participants may be granted from time
to time one or more Awards; provided, however, that the grant of each
such Award shall be separately approved by the Incentive Plan
Committee, and receipt of one such Award shall not result in automatic
receipt of any other Award, written notice shall  be given to such
person, specifying the terms, conditions, rights and duties related
thereto; and further provided that Incentive Stock Options shall not
be granted to consultants or to Eligible Employees of any partnership
which is included within the definition of an Affiliated Corporation
but whose employees are not permitted to receive Incentive Stock
Options under the Internal Revenue Code.  Each Participant shall enter
into an agreement with the Company, in such form as the Incentive Plan
Committee shall determine and which is consistent with the provisions
of the Plan, specifying such terms, conditions, rights and duties.
Awards shall be deemed to be granted as of the date specified in the
grant resolution of the Incentive Plan Committee, which date shall be
the date of any related agreement with the Participant.  In the event
of any inconsistency between the provisions of the Plan and any such
agreement entered into hereunder, the provisions of the Plan shall
govern.


                               SECTION 7
                             STOCK OPTIONS

          7.1  Grant of Options.  Coincident with the following
designation for participation in the Plan, a Participant may be
granted one or more Options.  The Incentive Plan Committee in its sole
discretion shall designate whether an Option is to be considered an
Incentive Stock Option or a Non-Statutory Option.  The Incentive Plan
Committee may grant both an Incentive Stock Option and a Non-Statutory
Option to the same Participant at the same time or at different times.
Incentive Stock Options and Non-Statutory Options, whether granted at
the same or different times, shall be deemed to have been awarded in
separate grants, shall be clearly identified, and in no event shall
the exercise of one Option

                                  -7-

affect the right to exercise any other Option or affect the number of
Shares for which any other Option may be exercised.

          7.2  Option Agreements.  Each Option granted under the Plan
shall be evidenced by a written stock option agreement which shall be
entered into by the Company and the Participant to whom the Option is
granted (the "Option Holder"), and which shall contain the following
terms and conditions, as well as such other terms and conditions not
inconsistent therewith, as the Incentive Plan Committee may consider
appropriate in each case.

               (a)  Number of Shares.  Each stock option agreement
shall state that it covers a specified number of Shares, as determined
by the Incentive Plan Committee.  Notwithstanding any other provision
of the Plan, the aggregate Fair Market Value of the Shares with
respect to which Incentive Stock Options are exercisable for the first
time by an Option Holder in any calendar year, under the Plan or
otherwise, shall not exceed $100,000.  For this purpose, the Fair
Market Value of the Shares shall be determined as of the time an
Option is granted.

               (b)  Price.  The price at which each Share covered by
an Option may be purchased shall be determined in each case by the
Incentive Plan Committee and set forth in the stock option agreement,
but in no event shall the Option Price for each Share covered by an
Incentive Stock Option be less than the Fair Market Value of the Stock
on the date the Option is granted; provided that the Option Price for
each Share covered by a Non-Statutory Option may be granted at any
price less than Fair Market Value, in the sole discretion of the
Incentive Plan Committee.  In addition, the Option Price for each
Share covered by an Incentive Stock Option granted to an Eligible
Employee who then owns stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company or any
parent or subsidiary corporation of the Company must be at least 110%
of the Fair Market Value of the Stock subject to the Incentive Stock
Option on the date the Option is granted.

               (c)  Duration of Options.  Each stock option agreement
shall state the period of time, determined by the Incentive Plan
Committee, within which the Option may be exercised by the Option
Holder (the "Option Period").  The Option Period must expire, in all
cases, not more than ten years from the date an Option is granted;
provided, however, that the Option Period of an Option granted to an
Eligible Employee or consultant who then owns stock possessing more
than 10% of the total combined voting power of all classes of stock of
the Company or any parent or subsidiary corporation of the Company
must expire not more than five years from the date such an Option is
granted.  Each stock option agreement shall also state the periods of
time, if any, as determined by the Incentive Plan Committee, when
incremental portions of each Option shall vest.  Except as provided in
Sections 5 and 10, no portion of any Option shall vest before six
months after the date of grant of the Option.

               (d)  Termination of Employment, Death, Disability, Etc.
Except as otherwise determined by the Incentive Plan Committee, each
stock option agreement shall

                                  -8-

provide as follows with respect to the exercise of the Option upon
termination of the employment or the death of the Option Holder:

                     (i) If the employment of the Option Holder is
terminated within the Option Period for cause, as determined by the
Company, the Option shall thereafter be void for all purposes.  As
used in this subsection 7.2(d), "cause" shall mean a gross violation,
as determined by the Company, of the Company's established policies
and procedures.  The effect of this subsection 7.2(d)(i) shall be
limited to determining the consequences of a termination, and nothing
in this subsection 7.2(d)(i) shall restrict or otherwise interfere
with the Company's discretion with respect to the termination of any
employee.

                    (ii) If the Option Holder terminates his
employment with the Company in a manner determined by the Board, in
its sole discretion, to constitute retirement (which determination
shall be communicated to the Option Holder within 10 days of such
termination), the Option may be exercised by the Option Holder, or in
the case of death by the persons specified in subsection (iii) of this
subsection 7.2(d), within three months following his or her retirement
if the Option is an Incentive Stock Option or within twelve months
following his or her retirement if the Option is a Non-Statutory Stock
Option (provided in each case that such exercise must occur within the
Option Period), but not thereafter.  In any such case, the Option may
be exercised only as to the Shares as to which the Option had become
exercisable on or before the date of the Option Holder's termination
of employment.

                   (iii) If the Option Holder dies, or if the Option
Holder becomes disabled (within the meaning of Section 22(e) of the
Internal Revenue Code), during the Option Period while still employed,
or within the three-month period referred to in (iv) below, or within
the three or twelve-month period referred to in (ii) above, the Option
may be exercised by those entitled to do so under the Option Holder's
will or by the laws of descent and distribution within twelve months
following the Option Holder's death or disability, but not thereafter.
In any such case, the Option may be exercised only as to the Shares as
to which the Option had become exercisable on or before the date of
the Option Holder's death or disability.

                    (iv) If the employment of the Option Holder by the
Company is terminated (which for this purpose means that the Option
Holder is no longer employed by the Company or by an Affiliated
Corporation) within the Option Period for any reason other than cause,
retirement as provided in (ii) above, disability or the Option
Holder's death, the Option may be exercised by the Option Holder
within three months following the date of such termination (provided
that such exercise must occur within the Option Period), but not
thereafter.  In any such case, the Option may be exercised only as to
the Shares as to which the Option had become exercisable on or before
the date of termination of employment.

               (e)  Transferability.  Each stock option agreement
shall provide that the Option granted therein is not transferable by
the Option Holder except by will or pursuant to the laws of descent
and distribution, and that such Option is exercisable during

                                  -9-

the Option Holder's lifetime only by him  or her, or in the event of
disability or incapacity, by his or her guardian or legal
representative.

               (f)  Exercise, Payments, Etc.

                     (i) Each stock option agreement shall provide
that the method for exercising the Option granted therein shall be by
delivery to the Corporate Secretary of the Company of written notice
specifying the number of Shares with respect to which such Option is
exercised (which must be in an amount evenly divisible by 100) and
payment of the Option Price.  Such notice shall be in a form
satisfactory to the Incentive Plan Committee and shall specify the
particular Option (or portion thereof) which is being exercised and
the number of Shares with respect to which the Option is being
exercised.  The exercise of the Option shall be deemed effective upon
receipt of such notice by the Corporate Secretary and payment to the
Company.  The purchase of such Stock shall take place at the principal
offices of the Company upon delivery of such notice, at which time the
purchase price of the Stock shall be paid in full by any of the
methods or any combination of the methods set forth in (ii) below.  A
properly executed certificate or certificates representing the Stock
shall be issued by the Company and delivered to the Option Holder.  If
certificates representing Stock are used to pay all or part of the
Option Price, separate certificates for the same number of shares of
Stock shall be issued by the Company and delivered to the Option
Holder representing each certificate used to pay the Option Price, and
an additional certificate shall be issued by the Company and delivered
to the Option Holder representing the additional shares, in excess of
the Option Price, to which the Option Holder is entitled as a result
of the exercise of the Option.

                    (ii) The exercise price shall be paid by any of
the following methods or any combination of the following methods:

                       (A)    in cash;

                       (B)    by cashier's check payable to the order
of the Company;

                       (C)    by delivery to the Company of
certificates representing the number of Shares then owned by the
Option Holder, the Fair Market Value of which equals the purchase
price of the Stock purchased pursuant to the Option, properly endorsed
for transfer to the Company; provided however, that Shares used for
this purpose must have been held by the Option Holder for such minimum
period of time as may be established from time to time by the
Incentive Plan Committee; for purposes of this Plan, the Fair Market
Value of any Shares delivered in payment of the purchase price upon
exercise of the Option shall be the Fair Market Value as of the
exercise date; the exercise date shall be the day the delivery of the
certificates for the Stock used as payment of the Option Price; or

                       (D)    by delivery to the Company of a properly
executed notice of exercise together with irrevocable instructions to
a broker to deliver to the

                                 -10-

Company promptly the amount of the proceeds of the sale of all or a
portion of the Stock or of a loan from the broker to the Option Holder
necessary to pay the exercise price.

                   (iii) In the discretion of the Incentive Plan
Committee, the Company may guaranty a third-party loan obtained by a
Participant to pay part or all of the Option Price of the Shares
provided that such loan or the Company's guaranty is secured by the
Shares.
               (g)  Date of Grant.  An option shall be considered as
having been granted on the date specified in the grant resolution of
the Incentive Plan Committee.

               (h)  Withholding.

                       (A)    Non-Statutory Options.  Each stock
option agreement covering Non-Statutory Options shall provide that,
upon exercise of the Option, the Option Holder shall make appropriate
arrangements with the Company to provide for the amount of additional
withholding required by applicable federal and state income tax laws,
including payment of such taxes through delivery of Stock or by
withholding Stock to be issued under the Option, as provided in
Section 15.

                       (B)    Incentive Options.  In the event that a
Participant makes a disposition (as defined in Section 424(c) of the
Internal Revenue Code) of any Stock acquired pursuant to the exercise
of an Incentive Stock Option prior to the expiration of two years from
the date on which the Incentive Stock Option was granted or prior to
the expiration of one year from the date on which the Option was
exercised, the Participant shall send written notice to the Company at
its principal office in Denver, Colorado (Attention:  Corporate
Secretary) of the date of such disposition, the number of shares
disposed of, the amount of proceeds received from such disposition,
and any other information relating to such disposition as the Company
may reasonably request.  The Participant shall, in the event of such a
disposition, make appropriate arrangements with the Company to provide
for the amount of additional withholding, if any, required by
applicable federal and state income tax laws.

               (i)  Adjustment of Options.  Subject to the limitations
contained in Sections 7 and 14, the Incentive Plan Committee may make
any adjustment in the Option Price, the number of shares subject to,
or the terms of, an outstanding Option and a subsequent granting of an
Option by amendment or by substitution of an outstanding Option.  Such
amendment, substitution, or re-grant may result in terms and
conditions (including Option Price, number of shares covered, vesting
schedule or exercise period) that differ from the terms and conditions
of the original Option.  The Incentive Plan Committee may not,
however, adversely affect the rights of any Participant to previously
granted Options without the consent of such Participant.  If such
action is affected by amendment, the effective date of such amendment
shall be the date of the original grant.

          7.3  Stockholder Privileges.  No Option Holder shall have
any rights as a stockholder with respect to any Shares covered by an
Option until the Option Holder

                                 -11-

becomes the holder of record of such Stock, and no adjustments shall
be made for dividends or other distributions or other rights as to
which there is a record date preceding the date such Option Holder
becomes the holder of record of such Stock, except as provided in
Section 4.


                               SECTION 8
                        RESTRICTED STOCK AWARDS

          8.1  Awards Granted by Incentive Plan Committee.  Coincident
with or following designation for participation in the Plan, a
Participant may be granted one or more Restricted Stock Awards
consisting of Shares.  The number of Shares granted as a Restricted
Stock Award shall be determined by the Incentive Plan Committee.

          8.2  Restrictions.  A Participant's right to retain a
Restricted Stock Award granted to him under Section 8.1 shall be
subject to such restrictions, including but not limited to his
continuous employment by the Company for a restriction period
specified by the Incentive Plan Committee, or the attainment of
specified performance goals and objectives, as may be established by
the Incentive Plan Committee with respect to such award.  The
Incentive Plan Committee may in its sole discretion require different
periods of employment or different performance goals and objectives
with respect to different Participants, to different Restricted Stock
Awards or to separate, designated portions of the Shares constituting
a Restricted Stock Award.

          8.3  Privileges of a Stockholder, Transferability.  A
Participant shall have all voting, dividend, liquidation and other
rights with respect to Stock in accordance with its terms received by
him as a Restricted Stock Award under this Section 8 upon his becoming
the holder of record of such Stock; provided, however, that the
Participant's right to sell, encumber or otherwise transfer such Stock
shall be subject to the limitations of Section 11.2 hereof.

          8.4  Enforcement of Restrictions.  The Incentive Plan
Committee may in its sole discretion require one or more of the
following methods of enforcing the restrictions referred to in
Section 8.2 and 8.3:

               (a)  Placing a legend on the stock certificates
referring to the restrictions;

               (b)  Requiring the Participant to keep the stock
certificates, duly endorsed, in the custody of the Company while the
restrictions remain in effect; or

               (c)  Requiring that the stock certificates, duly
endorsed, be held in the custody of a third party while the
restrictions remain in effect.

          8.5  Termination of Employment, Death, Disability, Etc.  In
the event of the death or disability (within the meaning of
Section 22(e) of the Internal Revenue Code) of a

                                 -12-

Participant, or the retirement of a Participant as provided in
Section 7.2(d)(ii), all employment period and other restrictions
applicable to Restricted Stock Awards then held by him shall lapse,
and such awards shall become fully nonforfeitable.  Subject to
Sections 5 and 10, in the event of a Participant's termination of
employment for any other reason, any Restricted Stock Awards as to
which the employment period or other restrictions have not been
satisfied shall be forfeited.
                               SECTION 9
               PERFORMANCE SHARES AND PERFORMANCE UNITS

          9.1  Awards Granted by Incentive Plan Committee.  Coincident
with or following designation for participation in the Plan, a
Participant may be granted Performance Shares or Performance Units.

          9.2  Amount of Award.  The Incentive Plan Committee shall
establish a maximum amount of a Participant's Award, which amount
shall be denominated in Shares in the case of Performance Shares or in
dollars in the case of Performance Units.

          9.3  Communication of Award.  Written notice of the maximum
amount of a Participant's Award and the Performance Cycle determined
by the Incentive Plan Committee shall be given to a Participant as
soon as practicable after approval of the Award by the Incentive Plan
Committee.

          9.4  Amount of Award Payable.  The Incentive Plan Committee
shall establish maximum and minimum performance targets to be achieved
during the applicable Performance Cycle.  Performance targets
established by the Incentive Plan Committee shall relate to corporate,
group, unit or individual performance and may be established in terms
of earnings, growth in earnings, ratios of earnings to equity or
assets, or such other measures or standards determined by the
Incentive Plan Committee.  Multiple performance targets may be used
and the components of multiple performance targets may be given the
same or different weighting 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.
Achievement of the maximum performance target shall entitle the
Participant to payment (subject to Section 9.6) at the full or maximum
amount specified with respect to the Award; provided, however, that
notwithstanding any other provisions of this Plan, in the case of an
Award of Performance Shares the Incentive Plan Committee in its
discretion may establish an upper limit on the amount payable (whether
in cash or Stock) as a result of the achievement of the maximum
performance target.  The Incentive Plan Committee may also establish
that a portion of a full or maximum amount of a Participant's Award
will be paid (subject to Section 9.6) for performance which exceeds
the minimum performance target but falls below the maximum performance
target applicable to such Award.

          9.5  Adjustments.  At any time prior to payment of a
Performance Share or Performance Unit Award, the Incentive Plan
Committee may adjust previously established

                                 -13-

performance targets or other terms and conditions to reflect events
such as changes in laws, regulations, or accounting practice, or
mergers, acquisitions or divestitures.

          9.6  Payments of Awards.  Following the conclusion of each
Performance Cycle, the Incentive Plan Committee shall determine the
extent to which performance targets have been attained, and the
satisfaction of any other terms and conditions with respect to an
Award relating to such Performance Cycle.  The Incentive Plan
Committee shall determine what, if any, payment is due with respect to
an Award and whether such payment shall be made in cash, Stock or some
combination thereof.  Payment shall be made in a lump sum or
installments, as determined by the Incentive Plan Committee,
commencing as promptly as practicable following the end of the
applicable Performance Cycle, subject to such terms and conditions and
in such form as may be prescribed by the Incentive Plan Committee.

          9.7  Termination of Employment.  If a Participant ceases to
be an Eligible Employee before the end of a Performance Cycle by
reason of his death, permanent disability or retirement as provided in
Section 7.2(d)(ii), the Performance Cycle for such Participant for the
purpose of determining the amount of the Award payable shall end at
the end of the calendar quarter immediately preceding the date on
which such Participant ceased to be an Eligible Employee.  The amount
of an Award payable to a Participant to whom the preceding sentence is
applicable shall be paid at the end of the Performance Cycle and shall
be that fraction of the Award computed pursuant to the preceding
sentence the numerator of which is the number of calendar quarters
during the Performance Cycle during all of which said Participant was
an Employee and the denominator of which is the number of full
calendar quarters in the Performance Cycle.  Upon any other
termination of employment of a Participant during a Performance Cycle,
participation in the Plan shall cease and all outstanding Awards of
Performance Shares or Performance Units to such Participant shall be
cancelled.


                              SECTION 10
                           CHANGE IN CONTROL

          10.1 Options, Restricted Stock.  In the event of a change in
control of the Company as defined in Section 10.3, then the Incentive
Plan Committee may, in its sole discretion, without obtaining
stockholder approval, to the extent permitted in Section 14, take any
or all of the following actions:  (a) accelerate the exercise dates of
any outstanding Options or make all such Options fully vested and
exercisable; (b) grant a cash bonus award to any Option Holder in an
amount necessary to pay the Option Price of all or any portion of the
Options then held by such Option Holder; (c) pay cash to any or all
Option Holders in exchange for the cancellation of their outstanding
Options in an amount equal to the different between the Option Price
of such Options and the greater of the tender offer price for the
underlying Stock or the Fair Market Value of the Stock on the date of
the cancellation of the Options; (d) make any other adjustments or
amendments to the outstanding Options and (e) eliminate all
restrictions with respect to Restricted Stock and deliver Shares free
of restrictive legends to any Participant.

                                 -14-

          10.2 Performance Shares and Performance Units.  Under the
circumstances described in Section 10.1, the Incentive Plan Committee
may, in its sole discretion, and without obtaining stockholder
approval, to the extent permitted in Section 14, provide for payment
of outstanding Performance Shares and Performance Units at the maximum
award level or any percentage thereof.

          10.3 Definition.  For purposes of the Plan, a "change in
control" shall be deemed to have occurred if (a) any "person" or
"group" (within the meaning of Sections 13(d) and 14(d)(2) of the 1934
Act), other than a trustee or other fiduciary holding securities under
an employee benefit plan of the Company or Mr. Michael Smith is or
becomes the "beneficial owner" (as defined in Rule 13d-3 under the
1934 Act), directly or indirectly, of more than 33-1/3 percent of the
then outstanding voting stock of the Company; or (b) at any time
during any period of three consecutive years (not including any period
prior to the Effective Date), individuals who at the beginning of such
period constitute the Board (and any new director whose election by
the Board or whose nomination for election by the Company's
stockholders was approved by a vote of at least two-thirds of the
directors then still in office who either were directors at the
beginning of such period or whose election or nomination for election
was previously so approved) cease for any reason to constitute a
majority thereof; or (c) the stockholders of the Company approve a
merger or consolidation of the Company with any other corporation,
other than a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) at least 80%
of the combined voting power of the voting securities of the Company
or such surviving entity outstanding immediately after such merger or
consolidation, or the stockholders approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition
by the Company of all or substantially all of the Company's assets.


                              SECTION 11
                   RIGHTS OF EMPLOYEES; PARTICIPANTS

          11.1 Employment.  Nothing contained in the Plan or in any
Award granted under the Plan shall confer upon any Participant any
right with respect to the continuation of his or her employment by the
Company, or interfere in any way with the right of the Company,
subject to the terms of any separate employment agreement to the
contrary, at any time to terminate such employment or to increase or
decrease the compensation of the Participant from the rate in
existence at the time of the grant of an Award.  Whether an authorized
leave of absence, or absence in military or government service, shall
constitute a termination of employment shall be determined by the
Incentive Plan Committee at the time.

          11.2 Nontransferability.  No right or interest of any
Participant in an Award granted pursuant to the Plan shall be
assignable or transferable during the lifetime of the Participant,
either voluntarily or involuntarily, or be subjected to any lien,
directly or indirectly, by operation of law, or otherwise, including
execution, levy, garnishment, attachment, pledge or bankruptcy.  In
the event or a Participant's death, a Participant's rights

                                 -15-

and interests in Options shall, to the extent provided in Section 7,
be transferable by testamentary will or the laws of descent and
distribution, and payment of any amounts due under the Plan shall be
made to, and exercise of any Options may be made by, the Participant's
legal representatives, heirs or legatees.  If in the opinion of the
Incentive Plan Committee a person entitled to payments or to exercise
rights with respect to the Plan is disabled from caring for his
affairs because of mental condition, physical condition or age,
payment due such person may be made to, and such rights shall be
exercised by, such person's guardian, conservator or other legal
personal representative upon furnishing the Incentive Plan Committee
with evidence satisfactory to the Incentive Plan Committee of such
status.


                              SECTION 12
                         GENERAL RESTRICTIONS

          12.1 Investment Representations.  The Company may require
any person to whom an Option or other Award is granted, as a condition
of exercising such Option or receiving Stock under the Award, to give
written assurances in substance and form satisfactory to the Company
and its counsel to the effect that such person is acquiring the Stock
subject to the Option or the Award for his own account for investment
and not with any present intention of selling or otherwise
distributing the same, and to such other effects as the Company deems
necessary or appropriate in order to comply with federal and
applicable state securities laws.  Legends evidencing such
restrictions may be placed on the certificates evidencing the Stock.

          12.2 Compliance with Securities Laws.  Each Award shall be
subject to the requirement that, if at any time counsel to the Company
shall determine that the listing, registration or qualification of the
Shares subject to such Award upon any securities exchange or under any
state or federal law, or the consent or approval of any governmental
or regulatory body, is necessary as a condition of, or in connection
with, the issuance or purchase of Shares thereunder, such Award may
not be accepted or exercised in whole or in part unless such listing,
registration, qualification, consent or approval shall have been
effected or obtained on conditions acceptable to the Incentive Plan
Committee.  Nothing herein shall be deemed to require the Company to
apply for or to obtain such listing, registration or qualification.

          12.3 Stock Restriction Agreement.  The Incentive Plan
Committee may provide that shares of Stock issuable upon the exercise
of an Option shall, under certain conditions, be subject to
restrictions whereby the Company has a right of first refusal with
respect to such shares or a right or obligation to repurchase all or a
portion of such shares, which restrictions may survive a Participant's
term of employment with the Company.  The acceleration of time or
times at which an Option becomes exercisable may be conditioned upon
the Participant's agreement to such restrictions.

                                 -16-

                              SECTION 13
                        OTHER EMPLOYEE BENEFITS

          The amount of any compensation deemed to be received by a
Participant as a result of the exercise of an Option or the grant or
vesting of any other Award shall not constitute "earnings" with
respect to which any other employee benefits of such employee are
determined, including without limitation benefits under any pension,
profit sharing, life insurance or salary continuation plan.
                              SECTION 14
             PLAN AMENDMENT, MODIFICATION AND TERMINATION

          The Board may at any time terminate, and from time-to-time
may amend or modify, the Plan provided, however, that no amendment or
modification may become effective without approval of the amendment or
modification by the stockholders if stockholder approval is required
to enable the Plan to satisfy any applicable statutory or regulatory
requirements, or if the Company, on the advice of counsel, determines
that stockholder approval is otherwise necessary or desirable.

          No amendment, modification or termination of the Plan shall
in any manner adversely affect any Awards theretofore granted under
the Plan, without the consent of the Participant holding such Awards.


                              SECTION 15
                              WITHHOLDING

          15.1 Withholding Requirement.  The Company's obligations to
deliver Shares upon the exercise of an Option, or upon the vesting of
any other Award, shall be subject to the Participant's satisfaction of
all applicable federal, state and local income and other tax
withholding requirements.

          15.2 Withholding With Stock.  At the time the Incentive Plan
Committee grants an Award, it may, in its sole discretion, grant the
Participant an election to pay all such amounts of tax withholding, or
any part thereof, by electing to transfer to the Company, or to have
the Company withhold from Shares otherwise issuable to the
Participant, Shares having a value equal to the amount required to be
withheld or such lesser amount as may be elected by the Participant.
All elections shall be subject to the approval or disapproval of the
Incentive Plan Committee.  The value of Shares to be withheld shall be
based on the Fair Market Value of the Stock on the date that the
amount of tax to be withheld is to be determined (the "Tax Date").
Any such elections by Participants to have Shares withheld for this
purpose will be subject to the following restrictions:

               (a)  All elections must be made prior to the Tax Date.

                                 -17-

               (b)  All elections shall be irrevocable.

               (c)  If the Participant is an officer or director of
the Company within the meaning of Section 16 of the 1934 Act
("Section 16"), the Participant must satisfy the requirements of such
Section 16 and any applicable rules thereunder with respect to the use
of Stock to satisfy such tax withholding obligation.


                              SECTION 16
                        BROKERAGE ARRANGEMENTS

          The Incentive Plan Committee, in its discretion, may enter
into arrangements with one or more banks, brokers or other financial
institutions to facilitate the disposition of shares acquired upon
exercise of Stock Options, including, without limitation, arrangements
for the simultaneous exercise of Stock Options and sale of the Shares
acquired upon such exercise.


                              SECTION 17
                      NONEXCLUSIVITY OF THE PLAN

          Neither the adoption of the Plan by the Board nor the
submission of the Plan to stockholders of the Company for approval
shall be construed as creating any limitations on the power or
authority of the Board to adopt such other or additional incentive or
other compensation arrangements of whatever nature as the Board may
deem necessary or desirable or preclude or limit the continuation of
any other plan, practice or arrangement for the payment of
compensation or fringe benefits to employees generally, or to any
class or group of employees, which the Company or any Affiliated
Corporation now has lawfully put into effect, including, without
limitation, any retirement, pension, savings and stock purchase plan,
insurance, death and disability benefits and executive short-term
incentive plans.


                              SECTION 18
                          REQUIREMENTS OF LAW

          18.1 Requirements of Law.  The issuance of stock and the
payment of cash pursuant to the Plan shall be subject to all
applicable laws, rules and regulations.

          18.2 Federal Securities Law Requirements.  If a Participant
is an officer or director of the Company within the meaning of
Section 16 of the 1934 Act, Awards granted hereunder shall be subject
to all conditions required under Rule 16b-3, or any successor rule
promulgated under the 1934 Act, to qualify the Award for any exception
from the provisions of Section 16(b) of the 1934 Act available under
that Rule.  Such conditions are hereby incorporated herein by
reference and shall be set forth in the agreement with the Participant
which describes the Award.

                                 -18-

          18.3 Governing Law.  The Plan and all agreements hereunder
shall be construed in accordance with and governed by the laws of the
State of Delaware.


                              SECTION 19
                         DURATION OF THE PLAN

          The Plan shall terminate at such time as may be determined
by the Board of Directors, and no Award shall be granted after such
termination.  If not sooner terminated under the preceding sentence,
the Plan shall fully cease and expire at midnight on March 9, 2002.
Awards outstanding at the time of the Plan termination may continue to
be exercised or earned in accordance with their terms.

Amended:  June 6, 1996

                                BASIN EXPLORATION, INC.



                                By /s/ Michael S. Smith
                                  ------------------------------------
                                  Michael S. Smith, President

                                 -19-