BASIN EXPLORATION, INC.
                        PERFORMANCE SHARE PLAN



SECTION 1:     GENERAL PROVISIONS

     1.1  Purposes

     The purpose of the Performance Share Plan (the "Plan") of Basin
Exploration, Inc. (the "Company") is to promote the interests of the
Company and its stockholders by (i) attracting and retaining
executives and other key employees of outstanding ability; (ii)
strengthening the Company's capability to develop, maintain and direct
a competent management team; (iii) motivating executives and other key
employees, by means of performance-related incentives, to achieve
longer-range performance goals; (iv) providing incentive compensation
opportunities which are competitive with those of other major
corporations; and (v) enabling such employees to participate in the
long-term growth and financial success of the Company.  The Plan has
been approved by the Incentive Plan Committee pursuant to Section 5 of
the Equity Incentive Plan.

     1.2  Definitions

     "Affiliate" -- means any corporation or other entity which is not
a Subsidiary but as to which the Company possesses a direct or
indirect ownership interest and has representation on the board of
directors or any similar governing body.

     "Award" -- means a grant or award under Section 2 of the Plan.

     "Board of Directors" -- means the board of directors of the
Company.

     "Change in Control" -- shall have the meaning given it in Section
10.3 of the Equity Incentive Plan.

     "Code" -- means the Internal Revenue Code of 1986, as amended
from time to time.

     "Common Stock" -- means the capital stock, $.01 par value, of the
Company.

     "Corporation" -- means the Company, its divisions, Subsidiaries
and Affiliates.

     "Disability Date" -- means the date on which a Participant is
deemed totally and permanently disabled under the Equity Incentive
Plan or otherwise by the Incentive Plan Committee.

     "Disinterested Person" -- has the meaning set forth in Rule
16b-3(c)(2)(ii) promulgated by the Securities and Exchange Commission
under the Securities Exchange Act of 1934, or any successor definition
adopted by the Commission.

     "Employee" -- means any key employee of the Corporation.

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     "Equity Incentive Plan" -- means the Equity Incentive Plan of the
Company as it may be amended from time to time.

     "Fair Market Value" -- means, as the Incentive Plan Committee
shall determine either (i) the average of the high and low prices of
the Common Stock, or (ii) the closing price of the Common Stock, on
the date on which it is to be valued hereunder as reported for Nasdaq
National Market Composite Transactions.

     "Incentive Plan Committee" -- means the Compensation and
Incentive Committee of the Board of Directors.

     "Participant" -- means an Employee who is selected by the
Incentive Plan Committee to receive an Award under the Plan.

     "Performance Cycle" or "Cycle" -- means the period of years
selected by the Committee during which the performance of the
Corporation is measured for the purpose of determining the extent to
which an award of Performance Shares or Performance Units has been
earned.

     "Performance Goals" -- means the objectives for the Corporation
established by the Incentive Plan Committee for a Performance Cycle,
for the purpose of determining the extent to which Performance Shares
or Performance Units which have been contingently awarded for such
Cycle are earned.

     "Performance Share" -- means a share of Common Stock contingently
awarded under Section 2 of the Plan.

     "Performance Unit" -- means a fixed or variable dollar
denominated unit contingently awarded under Section 2 of the Plan.

     "Retirement" -- means retirement on a normal, early or postponed
retirement date within the meaning of the Equity Incentive Plan or as
otherwise determined by the Incentive Plan Committee.

     "Subsidiary" -- means any corporation in which the Company
possesses directly or indirectly fifty percent (50%) or more of the
total combined voting power of all classes of its stock having voting
power.

     1.3  Administration

     The Plan shall be administered by the Incentive Plan Committee,
which shall at all times consist of three or more members, each of
whom is a Disinterested Person.  The Incentive Plan Committee shall
have sole and complete authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the operation
of the Plan as it shall from time to time deem advisable, and to
interpret the terms and provisions of the Plan.  The Incentive Plan
Committee may delegate to one or more executive officers of the
Company the power to make Awards to Participants who are not subject
to sections 16(a) or 16(b) of the Securities Exchange Act of 1934,
provided the

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Incentive Plan Committee shall fix the maximum amount of such Awards
for the group and a maximum for any one Participant.  The Incentive
Plan Committee's decisions are binding upon all parties.

     1.4  Eligibility

     All Employees who have demonstrated significant management
potential or who have contributed in a substantial measure to the
successful performance of the Corporation, as determined by the
Incentive Plan Committee, are eligible to be Participants in the Plan.

     1.5  Changes in Common Stock

     In the event of any change in the outstanding shares of Common
Stock by reason of any stock dividend or split, recapitalization,
merger, consolidation, spin-off, combination or exchange of shares or
other corporate change, or any distributions to common shareholders
other than normal cash dividends, the Incentive Plan Committee shall
make such substitution or adjustment, if any, as it deems to be
equitable, as to the number of kind of shares of Common Stock or other
securities issued or reserved for issuance pursuant to the Plan,
including the number of outstanding stock options and stock
appreciation rights, and the option price thereof, and the number of
outstanding Awards of other types.

     1.6  Change in Control

     In order to maintain the Participants' rights in the event of
Change in Control of the Company, the Incentive Plan Committee, in its
sole discretion, may, either at the time an Award is made hereunder or
at any time prior to or simultaneously with a Change in Control (i)
provide for the acceleration of any time periods relating to the
exercise or realization of such Awards so that such Awards may be
exercised or realized in full on or before a date fixed by the
Incentive Plan Committee; (ii) provide for the purchase of such
Awards, upon the Participant's request, for an amount of cash equal to
the amount which could have been attained upon the exercise or
realization of such rights had such Awards been currently exercisable
or payable; (iii) make such adjustment to the Awards then outstanding
as the Incentive Plan Committee deems appropriate to reflect such
transaction or change; or (iv) cause the Awards then outstanding to be
assumed, or new rights substituted therefor, by the surviving
corporation in such change.  The Incentive Plan Committee may, in its
discretion, include such further provisions and limitations in any
agreement entered into with respect to an Award as it may deem
equitable and in the best interests of the Corporation.

     1.7  Withholding

     The Corporation shall have the right to deduct from all amounts
paid in cash (whether under this Plan or otherwise) any taxes required
by law to be withheld with respect to an Award.  In the case of
payments of Awards in the form of Common Stock, at the Incentive Plan
Committee's discretion the Participant may be required to pay to the
Corporation the amount of any taxes required to be withheld with
respect to such Common Stock, or, in lieu thereof, the Corporation
shall have the right to retain (or the Participant may be offered the
opportunity to elect to tender) the number of shares of Common Stock
whose Fair Market Value equals the amount required to be withheld.

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     1.8  Nontransferability

     No Award shall be assignable or transferable except by will or
the laws of descent and distribution, and no right or interest of any
Participant shall be subject to any lien, obligation or liability of
the Participant.

     1.9  No Right to Employment

     No person shall have any claim or right to be granted an Award,
and the grant of an Award shall not be construed as giving a
Participant the right to be retained in the employ of the Corporation.
Further, the Corporation expressly reserves the right at any time to
dismiss a Participant free from any liability, or any claim under the
Plan, except as provided herein or in any agreement entered into with
respect to an Award.

     1.10 Construction of the Plan

     The validity, construction, interpretation, administration and
effect of the Plan and of its rules and regulations, and rights
relating to the Plan, shall be determined solely in accordance with
the laws of the state of Delaware.

     1.11 Amendment

     The Incentive Plan Committee may amend, suspend or terminate the
Plan or any portion thereof or any Award granted thereunder at any
time to the extent provided in the Equity Incentive Plan for
amendments of that Plan.

     1.12 Dividends, Equivalents and Voting Rights; Cash Payments

     Awards may provide the Participant with (i) dividends or dividend
equivalents and voting rights prior to either vesting or earnout; and
(ii), to the extent determined by the Incentive Plan Committee, cash
payments in lieu of or in addition to an Award.

     1.13 Effective Date

     The Plan shall be effective on February 4, 1997, and shall remain
in effect until terminated by the Incentive Plan Committee.
Termination shall not affect Awards previously granted.


SECTION 2:     PERFORMANCE SHARES AND PERFORMANCE UNITS

     2.1  Authority of Committee

     Subject to the provisions of the Plan, the Incentive Plan
Committee shall have sole and complete authority to determine the
Employees who shall receive Performance Shares and/or

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Performance Units and the number of such shares and units for each
Performance Cycle, and to determine the duration of each Performance
Cycle and the value or valuation methodology of each Performance Unit.
There may be more than one Performance Cycle in existence at any one
time, and the duration of Performance Cycles may differ from each
other.

     2.2  Performance Goals

     The Incentive Plan Committee shall establish Performance Goals or
measures for each Performance Cycle on the basis of such criteria and
to accomplish such objectives as the Incentive Plan Committee may from
time to time select.  During any Performance Cycle, the Incentive Plan
Committee may adjust the Performance Goals or measures for such
Performance Cycle as it deems equitable in recognition of unusual or
non-recurring events affecting the Corporation or changes in
applicable tax laws or accounting principles.

     2.3  Terms and Conditions

     The Incentive Plan Committee shall determine the number of
Performance Shares and Performance units which have been earned on the
basis of the Corporation's performance in relation to the established
Performance Goals.  Performance Shares and Performance Units may not
be sold, assigned, transferred, pledged or otherwise encumbered,
except as herein provided, during the Performance Cycle.  Certificates
issued in respect of Performance Shares shall be registered in the
name of the Participant and deposited by the Participant, together
with a stock power endorsed in blank, with the Company.  At the
expiration of the Performance Period, the Company shall deliver
certificates representing earned Performance Shares to the Participant
or his or her legal representative.  Payment for Performance Units
shall be in (i) cash; or (ii) shares of Common Stock, in such
proportions as the Incentive Plan Committee shall determine.
Participants may be offered the opportunity to defer receipt of
payment for earned Performance Shares and Performance Units under
terms established by the Incentive Plan Committee.

     2.4  Termination of Employment

     A Participant must be an Employee at the end of a Performance
Cycle in order to be entitled to payment of Performance Shares and/or
Performance Units in respect of such Cycle; provided, however, that in
the event a Participant ceases to be an Employee with the consent of
the Incentive Plan Committee before the end of such Performance Cycle,
or upon the occurrence of the Participant's death,  Retirement or
Disability Date prior to the end of such Performance Cycle, the
Incentive Plan Committee, in its discretion and after taking into
consideration the performance of such Participant and the performance
of the Corporation during the Performance Cycle, may authorize payment
to such Participant (or such Participant's legal representative) with
respect to some or all of the Performance Shares and/or Performance
Units deemed earned for that Performance Cycle.


SECTION 3:     PERFORMANCE SHARE AGREEMENT

     3.1  Attached to this Plan is a form of Performance Share
Agreement to be executed by

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each Participant under the grant of an Award when the Plan to such
Participant.  The Incentive Plan Committee may modify the terms of the
Performance Share Agreement in such manner as it deems appropriate to
implement the Plan and the Equity Incentive Plan.

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                      THE BASIN EXPLORATION, INC.
                  1997 LONG-TERM STOCK INCENTIVE PLAN
                      PERFORMANCE SHARE AGREEMENT


                         NUMBER OF PERFORMANCE         PERFORMANCE
     NAME                       SHARES                    CYCLE
--------------------    ----------------------    --------------------

FIELD 1                         FIELD 2              January 1, 1997
                                                  to December 31, 1999



This Agreement confirms the award of FIELD 2 Performance Shares to you
by Basin Exploration, Inc. (the "Company") under the Company's 1997
Long-Term Stock Incentive Plan (the "Plan"), a copy of which has been
delivered to you and is made a part hereof, upon the following terms
and conditions and the terms and conditions of the Plan.  The terms
used in this Agreement shall have the same meaning as in the Plan,
unless the context requires otherwise.

1.   Performance Cycle - The Performance Cycle for earning Performance
     -----------------
     Shares shall be three (3) calendar years commencing at the
     beginning of the calendar year in which the Performance Shares
     are granted, and as specifically set forth above.

2.   Performance Goals - The Performance Goals to be achieved within
     -----------------
     the Performance Cycle are set forth on Exhibit A, attached hereto
     and made a part hereof.  Between 0% and 150% of the Performance
     Shares granted under this Agreement shall be earned according to
     the schedule set forth on Exhibit A.

3.   Certificates - A certificate(s) for the Performance Shares
     ------------
     shall be registered in your name but shall be retained by the
     Company during the Performance Cycle.  You shall execute a stock
     power, in blank, with respect to such certificate(s) and deliver
     the same to the Company.

4.   Rights as Shareholders - During the Performance Cycle you
     ----------------------
     shall have all the rights of a shareholder of the Company with
     respect to the Performance Shares, including the right to receive
     dividends and the right to vote such shares.

     Notwithstanding the foregoing, any shares of Common Stock
     receivable by you as a result of a stock split, stock dividend or
     distribution with respect to the Performance Shares will be
     subject to the restrictions set forth in this Agreement as if the
     shares of Common Stock so received as dividends or distributed
     were part of the original grant of Performance Shares.

5.   Non-transferable - You may not sell, transfer, assign, pledge,
     ----------------
     or otherwise encumber or dispose of the Performance Shares during
     the Performance Cycle.

6.   Payment Respecting Performance Shares - A final determination as
     -------------------------------------
     to the number of Performance Shares earned by you for the
     Performance Cycle shall be made within three months following the
     end of the Performance Cycle, or as soon thereafter as may be
     practicable.  The certificate(s) evidencing the earned
     Performance Shares shall be delivered to you without bearing any
     restrictive legend.  Unearned Performance Shares shall be
     forfeited to the Company.  In the case of your death, payment of
     any shares which are not forfeited will be made to the
     beneficiary designated in writing by you pursuant to a form of
     designation provided by the Company, or, if none, to your estate.

7.   Termination of Employment - In the event of your retirement,
     -------------------------
     or upon the occurrence of your death or disability, or
     termination of employment with the consent of the Compensation
     and Incentive Committee, you will forfeit as of the date of such
     termination of employment a number of Performance Shares
     determined by multiplying the number of your Performance Shares
     for the applicable Performance Cycle by a fraction, the numerator
     of which is the number of months remaining in the Performance
     Cycle following such termination of employment and the
     denominator of which is the total number of months in the
     Performance Cycle.  Following the end of the Performance Cycle,
     the number of Performance Shares earned by you will be determined
     in accordance with Paragraph 6 above based on the number of
     Performance Shares not forfeited pursuant to the preceding
     sentence.  In the event of your termination of employment for any
     other reason, you shall forfeit all rights to any Performance
     Shares as of the date of such termination of employment.

8.   Share Earnout/Change of Control - In the event of a Change
     -------------------------------
     of Control (as defined in the Company's Equity Incentive Plan),
     the Performance Cycle shall end and the Performance Shares earned
     for such Performance Cycle shall be the number that would have
     been earned if the Performance Cycle had ended as of the end of
     the period covered by the most recently issued year-end financial
     statement just prior to the date of the Change of Control plus
     such additional number of Performance shares as the Compensation
     and Incentive Committee shall determine in respect of any period
     of the Performance Cycle not covered by such year-end financial
     statements.

9.   Withholding - The Company, if required, will withhold taxes
     -----------
     on any income as a result of the earning of Performance Shares or
     will take a cash payment from you for the withholding.  The
     Company will permit you to elect whether to pay cash to cover the
     withholding or have shares withheld to cover the withholding.  In
     the case of an election of share withholding for officers and
     others subject to the SEC reporting requirements of Section 16 of
     the Securities Exchange Act of 1934, (i) the election must be
     irrevocable; (ii) the election must be made at least six months
     prior to the tax date or within a window period described in Rule
     16b-3; (iii) the election may not be made within six months from
     date of the grant; and (iv) such election is subject to
     disapproval by the Compensation and Incentive Committee.

10.  Miscellaneous - This Agreement (a) shall be binding upon and
     -------------
     inure to the benefit of any successor of the Company; (b) shall
     be governed by the laws of the State of Colorado, and

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     any applicable laws of the United States; (c) may not be amended
     except in writing; and (d) shall in no way affect your
     participation or benefits under any other plan or benefit program
     maintained or provided by the Company.  In the event of a
     conflict between this Agreement and the Plan, the Plan shall
     govern.

11.  Compliance with Applicable Law - Notwithstanding anything herein
     ------------------------------
     to the contrary, the Company shall not be obligated to cause to
     be issued or delivered any certificates evidencing shares to be
     delivered pursuant to this grant, unless and until the Company is
     advised by its counsel that issuance and delivery of such
     certificates is in compliance with all applicable laws and
     regulations of governmental authority.  The Company shall in no
     event be obligated to register any securities pursuant to the
     Securities Act of 1933 (as now in effect or as hereafter amended)
     or to take any other action in order to cause the issuance and
     delivery of such certificates to comply with any such law or
     regulations.

                              BASIN EXPLORATION, INC.


                              By:________________________________


                              Attest:____________________________

Accepted:


____________________________
FIELD 1

____________________________
Date signed

Witness:


____________________________

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