EXHIBIT 10.67

                              TRITON ENERGY LIMITED
                            2001 SHARE INCENTIVE PLAN

     Triton  Energy  Limited  (the  "Company") hereby establishes its 2001 Share
Incentive  Plan.  Capitalized  terms  used  herein  are  defined  in  Article I.

     The purpose of the Plan is to help the Company and its Subsidiaries attract
and  retain Directors, Employees and Advisors and to provide such persons with a
proprietary interest in the Company, which will (a) increase the interest of the
Directors,  Employees  and  Advisors  in  the  Company's welfare; (b) furnish an
incentive  to  the  Directors, Employees and Advisors to continue their services
for  the  Company or its Subsidiaries; and (c) provide a means through which the
Company  or  its  Subsidiaries  may  attract able persons to enter its employ or
serve  as  Directors,  Employees  or  Advisors.

                                    ARTICLE I
                                   Definitions
                                   -----------

     For  the  purpose  of this Plan, unless the context requires otherwise, the
following  terms  shall  have  the  meanings  indicated:

     "Advisor"  means  any  person  performing  services  for the Company or any
Subsidiary  of  the  Company,  with or without compensation, to whom the Company
chooses  to  grant Stock Options or to whom the Company chooses to issue Elected
Shares or Restricted Shares in accordance with the Plan, provided that bona fide
                                                                       ---- ----
services must be rendered by such person and such services shall not be rendered
in  connection  with  the  offer  or  sale  of  securities  in a capital-raising
transaction.

     "Award"  means  any  Elected  Shares,  Restricted  Shares or Stock Options,
together  with  any  or  right  or interest, granted to a Participant under this
Plan;  provided that a Restricted Share Award shall cease to constitute an Award
under  this Plan with respect to Ordinary Shares subject to such Award for which
restrictions  have  lapsed.

     "Board"  means  the  Board  of Directors of the Company as constituted from
time  to  time.

     "Cause" means an act or acts involving a felony, fraud, willful misconduct,
the  commission  of  any  act that causes or reasonably may be expected to cause
substantial  injury  to  the Company, or other good cause.  The term "other good
cause"  shall  include,  but  shall  not be limited to, habitual impertinence, a
pattern  of  conduct  that  tends  to  hold  the  Company  up to ridicule in the
community,  conduct  disloyal  to  the Company, conviction of any crime of moral
turpitude, and substantial dependence, as judged by the Committee, on alcohol or
any  controlled  substance.  To  the  extent  that a Participant is a party to a
written  employment agreement with the Company or any Subsidiary that contains a
provision  setting forth consequences for termination for cause and a definition
of  cause,  such  definition  shall  control  with  respect  to benefits granted
hereunder.

     "Change  in  Control"  means the occurrence of any of the following events:
(i)  there  shall  be consummated (x) any consolidation, amalgamation, merger or
other  form of business combination of the Company, or to which the Company is a
party,  in  which (I) the Company is not the continuing or surviving corporation
or  (II)  where  the  Company  is  the  continuing or surviving corporation, the
Company's  Ordinary  Shares  would  be  converted into cash, securities or other
property,  or  the holders of the Company's Ordinary Shares immediately prior to
the  consolidation,  amalgamation,  merger or other form of business combination
would  represent  less than a majority of the common stock or ordinary shares of
the  surviving  corporation  immediately  after the consolidation, amalgamation,
merger  or  other form of business combination, or (y) any sale, lease, exchange
or other transfer (excluding transfer by way of pledge or hypothecation), in one
transaction  or  a series of related transactions, of all, or substantially all,
of  the  assets of the Company, (ii) the shareholders of the Company approve any
plan  or  proposal  for the liquidation or dissolution of the Company, (iii) any
'person'  (as  such term is defined in Section 3(a)(9) or Section 13(d)(3) under
the  1934  Act)  or  any 'group' (as such term is used in Rule 13d-5 promulgated
under  the  1934 Act), other than the Company or any successor of the Company or
any subsidiary of the Company or any employee benefit plan of the Company or any
subsidiary  (including such plan's trustee), becomes, without the prior approval
of  the  Board of Directors of the Company (the 'Board'), a beneficial owner for
purposes  of  Rule 13d-3 promulgated under the 1934 Act, directly or indirectly,
of  securities  of  the Company representing 25.0% or more of the Company's then
outstanding  securities having the right to vote in the election of Directors of
the  Company,  or  (iv)  during any period of two consecutive years, individuals
who,  at  the  beginning  of  such  period  constituted  the  entire  Board (the
'Incumbent  Directors'), cease for any reason (other than death) to constitute a
majority of the Directors of the Company, unless the election, or the nomination
for election, by the Company's shareholders, of each new Director of the Company
was  approved  by  a  vote of at least two-thirds of the Incumbent Directors (so
long  as such new Director was not nominated by a person who expressed an intent
to  effect  a  change  in  control  of the Company or engage in a proxy or other
control  contest)  in  which  case  such  new  Director  shall  be considered an
Incumbent  Director.

     "Code"  means  the  Internal  Revenue  Code  of  1986,  as  amended.

     "Committee"  means  the  committee or committees appointed or designated by
the  Board  or another Committee in accordance with Section 2.1 of the Plan. The
Board  may  act  from time to time in the absence of the Committee or in lieu of
action  by  the  Committee.

     "Covered  Employee"  means  a  Participant  who  is  a  covered employee as
specified  in  Section  7.4  of  this  Plan.

     "Date of Grant" means the effective date on which a Stock Option is awarded
to  a Director, Employee, or Advisor as set forth in the Stock Option Agreement.

     "Director"  means  a  member  of  the  Board.

     "Disability"  means  an  event  whereby a Participant is rendered unable to
engage  in  any  substantial  gainful  activity  by  reason  of  any  medically
determinable physical or mental impairment in accordance with policies as may be
determined  from  time  to  time  by  the  Committee.

     "Elected  Share  Agreement"  means  an  agreement between the Company and a
Participant  with  respect  to  the  issuance  of  Elected  Shares.

     "Elected  Shares"  means  Ordinary  Shares  issued  to  a Participant under
Article  VI.

     "Employee"  means  an  employee  of  the  Company  or  of  any  Subsidiary.

     "Fair  Market  Value" of an Ordinary Share means (i) the closing  price per
share  on  the principal stock exchange on which the Ordinary Shares are traded,
or  (ii)  if  not  listed  for trading on a stock exchange, the mean between the
closing  or average (as the case may be) bid and asked prices per Ordinary Share
on  the  over-the-counter  market,  whichever  is  applicable.

     "Incentive  Stock  Option"  means  an  option  to  purchase Ordinary Shares
granted  to  a  Participant and which is intended to be treated as an "incentive
stock  option"  under  Section  422  of  the  Code,  or any successor provision.

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

     "Non-Employee  Director"  means  a  Director  of  the Company who is not an
Employee.

     "Nonqualified Stock Option" means any Stock Option that does not qualify as
an  Incentive  Stock  Option.

     "Ordinary  Shares"  means the Ordinary Shares, par value $.01 per share, of
the  Company  or in the event that the outstanding Ordinary Shares are hereafter
changed  into  or  exchanged  for  shares  or other securities of the Company or
another  issuer,  such  other  shares  or  securities.

     "Participant"  means  any  Employee,  Director or Advisor who is, or who is
proposed  to  be,  a  recipient  of a Stock Option, Elected Shares or Restricted
Shares.

     "Plan"  means  this  Triton  Energy  Limited  2001 Share Incentive Plan, as
amended  from  time  to  time.

     "Qualified  Member"  means a member of the Committee who is a "non-employee
director"  within  the  meaning  of  Rule  16b-3(b)(3) and an "outside director"
within  the  meaning  of  Treasury  regulation    1.162-27 under Section 162(m).

     "Restricted  Shares" means Ordinary Shares issued to a Participant pursuant
to  Article  V.

     "Retirement"  of  a  Participant  shall  be  deemed  to  be  retirement  in
accordance  with  policies  as  may  be  determined  from  time  to  time by the
Committee.

     "Restricted  Share  Agreement" means an agreement between the Company and a
Participant  with  respect  to  the  issuance  of  Restricted  Shares.

     "Rule  16b-3"  means  Rule 16b-3 promulgated under the 1934 Act, as amended
from  time  to  time,  or  any  successor  provision.

     "Section  162(m)"  means  Section  162(m)  and  the regulations promulgated
thereunder  from  time  to  time.

     "Section  162(m)  Exception"  means  the exception under Section 162(m) for
"qualified  performance-based  compensation."

     "Stock  Options" means any and all Incentive Stock Options and Nonqualified
Stock  Options  granted  pursuant  to  Article  IV  of  the  Plan.

     "Stock  Option  Agreement"  means  an  agreement or certificate executed on
behalf of the Company with respect to one or more Stock Options, in such form as
may  be  approved  by  or  at  the  direction  of  the  Committee.

     "Subsidiary"  means  any  corporation  in an unbroken chain of corporations
beginning  with  the  Company  if  each  of the corporations other than the last
corporation in the unbroken chain owns stock possessing 50% or more of the total
combined  voting  power of all classes of stock in one of the other corporations
in  the  chain, and "Subsidiaries" means more than one of any such corporations.

                                   ARTICLE II
                           Administration; Eligibility
                           ---------------------------

     2.1     Administration.  (a)  The Plan shall be administered by a committee
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or  committees  of  Directors  appointed by the Board (the "Committee"), each of
which  may  delegate  its duties under the Plan to such agents as it may appoint
from time to time; provided that, with respect to any Award to a Participant who
is  then  subject  to  Section 16 of the 1934 Act in respect of the Company, the
Committee  may not delegate its duties with respect to making such Award  except
as  provided  in  Section  2.1(c) below if such delegation, or such Award, would
result  in  the  incurrence  of  liability  under Section 16(b) of the 1934 Act.

     (b)     The Committee may select one of its members to act as its Chairman,
and  may  make  such  rules  and  regulations  for  its  operation  as  it deems
appropriate.  A  majority of the Committee shall constitute a quorum and the act
of  a  majority  of the members of the Committee present at a meeting at which a
quorum  is  present  shall  be  the  act of the Committee.  Subject to the terms
hereof,  the  Committee  shall  have  complete  discretion  and authority to (i)
designate  from  time  to time the persons to whom Stock Options will be granted
and  Elected  Shares  and  Restricted  Shares will be issued, (ii) interpret the
Plan, (iii) prescribe, amend, and rescind any rules and regulations necessary or
appropriate  for  the administration of the Plan, (iv) determine, and interpret,
the  terms, details and provisions of each Stock Option Agreement, Elected Share
Agreement  and  Restricted Share Agreement, (v) modify or amend any Stock Option
Agreement,  Elected  Share  Agreement  and Restricted Share Agreement or modify,
amend  or  waive  any  terms, conditions or restrictions applicable to any Stock
Option,  Elected  Shares  or  Restricted  Shares,  and  (vi)  make  such  other
determinations  and, subject to the terms of the Plan, take such other action as
it  deems  necessary or advisable. Subject to Rule 16b-3 and Section 162(m), the
Committee  may  correct  any  defect,  supply  any  omission  or  reconcile  any
inconsistency  in the Plan, in any Award or in any Award agreement in the manner
and  to  the  extent  it  deems  necessary  or desirable to carry the Plan in to
effect, and the Committee shall be the sole and final judge of that necessity or
desirability.  Except  as  provided below, any interpretation, determination, or
other  action  made  or  taken  by  the  Committee  shall be final, binding, and
conclusive  on  all  interested  parties,  including  the  Company  and  all
Participants.  In addition, notwithstanding the foregoing, neither the Board nor
the  Committee  may  substitute  new  Stock Options for previously granted Stock
Options where such new Stock Options would have a lower exercise price than such
previously  granted Stock Options unless the shareholders of the Company approve
such  substitution.

     (c)     At  any  time  that  a  member  of the Committee is not a Qualified
Member,  any  action  of  the  Committee  relating  to an Award granted or to be
granted  to  a  Participant who is then subject to Section 16 of the 1934 Act in
respect  of  the  Company,  or relating to an Award intended by the Committee to
qualify  as  "performance-based  compensation"  within  the  meaning  of Section
162(m),  to  the  extent  necessary  to  avoid the incurrence of liability under
Section  16(b)  of  the  1934  Act  or to the extent intended to qualify for the
Section  162(m) Exception, may be taken either (i) by a subcommittee, designated
by  the  Committee, composed solely of two or more Qualified Members, or (ii) by
the Committee but with each such member who is not a Qualified Member abstaining
or  recusing  himself or herself from such action; provided, however, that, upon
such abstention or recusal, the Committee remains composed solely of two or more
Qualified  Members.  Such  action,  authorized  by such a subcommittee or by the
Committee  upon the abstention or recusal of such non-Qualified Member(s), shall
be  the  action  of  the Committee for purposes of this Plan.  Any action of the
Committee  shall  be final, conclusive and binding on all persons, including the
Company,  its  Subsidiaries,  shareholders,  Participants  and transferees under
Section  12.1  hereof  or  other  persons  claiming  rights  from  or  through a
Participant.  The  Committee  may  delegate  to  officers  of the Company or any
Subsidiary,  or  committees thereof, the authority, subject to such terms as the
Committee  shall  determine, to perform such functions, including administrative
functions,  as  the  Committee may determine, to the extent that such delegation
will  not  result  in the loss of an exemption under Rule 16b-3(d)(1) for Awards
granted  to Participants subject to Section 16 of the 1934 Act in respect of the
Company  and  will  not  cause  Awards intended to qualify as "performance-based
compensation"  under  Section  162(m)  to  fail  to  so  qualify.

     (d)     With  respect to restrictions ("mandated restrictions") in the Plan
that  are  based on the requirements of Rule 16b-3, Section 422 of the Code, the
Section  162(m)  Exception,  the  rules of any exchange upon which the Company's
securities  are listed, or any other applicable law, rule or restriction, to the
extent  that  any  such  mandated  restrictions  are  no  longer applicable, the
Committee  shall  have  the discretion and authority to grant Stock Options that
are  not subject to such mandated restrictions and/or to waive any such mandated
restrictions  with  respect  to  outstanding  Stock  Options.

     2.2     Eligibility.  Any  Director,  Employee  and Advisor whose judgment,
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initiative,  and  efforts  contributed  or  may be expected to contribute to the
successful  performance  of  the Company is eligible to participate in the Plan.
The  Committee's  determinations  under  the  Plan (including without limitation
determinations of which persons, if any, are to receive Awards, the form, amount
and  timing  of  such  Awards,  the  terms and provisions of such Awards and any
agreements  evidencing  same)  need  not  be  uniform  and  may  be  made  by it
selectively  among  Employees,  Directors  and/or  Advisors  who receive, or are
eligible  to  receive,  Awards  under  the  Plan.






                                   ARTICLE III
                             Shares Subject to Plan
                             ----------------------

     3.1     Shares  Available. (a) The Committee may not grant Stock Options or
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issue Elected Shares or Restricted Shares under the Plan for more than 1,000,000
Ordinary  Shares,  in  the  aggregate (as may be adjusted in accordance with the
terms  of  the  Plan).  Shares  may be made available from either authorized but
unissued Ordinary Shares or Ordinary Shares held by the Company in its treasury.

     (b)     No  Award  may be granted if the number of Ordinary Shares to which
such  Award  relates  exceeds  the number of Ordinary Shares remaining available
under this Plan minus the number of Ordinary Shares issuable in settlement of or
relating  to  then  outstanding  Awards.  The  Committee  may  adopt  reasonable
counting  procedures  to ensure appropriate counting and make adjustments if the
number  of  Ordinary Shares actually delivered differs from the number of shares
previously  counted  in  connection  with  an  Award.

     (c)     Ordinary  Shares subject to an Award under this Plan that expire or
are  canceled,  forfeited,  settled  in  cash  or otherwise terminated without a
delivery  of  shares  to the Participant, including, without limitation, (i) the
number  of  shares  withheld  in payment of any exercise or purchase price of an
Award  or  taxes  relating to Awards, (ii) the number of shares subject to Stock
Options  that  by  reason  of  the expiration or unexercised termination of such
Stock  Options  are no longer subject to issuance to a Participant and (iii) the
number  of shares surrendered in payment of any exercise or purchase price of an
Award  or  taxes relating to any Award, will again be available for Awards under
this  Plan,  except  that  if  any  such shares could not again be available for
Awards  to a particular Participant under any applicable law or regulation, such
shares  shall  be  available  exclusively for Awards to Participants who are not
subject  to  such  limitation.

     (d)     To  the  extent awards are intended to qualify as performance-based
compensation  under  Section  162(m)  the following additional limitations shall
apply,  subject  to adjustment as provided in this Article III and in Article X:
(i) no more than an aggregate of 600,000 Ordinary Shares may be granted as Stock
Options  to  any one individual over the term of the Plan; and (ii) no more than
an  aggregate  of 300,000 Ordinary Shares may be granted as Restricted Shares or
Elected  Shares  to  any  one  individual  over  the  term  of  the  Plan.

     3.2     Capital  Adjustments. If at any time while the Plan is in effect or
             --------------------
unexercised Stock Options, Elected Shares and Restricted Shares are outstanding,
there  shall be any increase or decrease in the number of issued and outstanding
Ordinary  Shares,  or  there  shall  be  a  change in the issued and outstanding
Ordinary  Shares,  through  the  declaration  of a share dividend or through any
recapitalization, stock split, combination, or exchange of Ordinary Shares, then
and in such event: (i) any Elected Shares and Restricted Shares issued or deemed
issued  hereunder  will be deemed outstanding and affected in the same manner as
the  outstanding Ordinary Shares (provided that any securities or other property
distributed  or  deemed  distributed  in respect of Restricted Shares or Elected
Shares  shall  be  subject  to  the  transfer  restrictions  then imposed on the
underlying  Restricted  Shares  or Elected Shares); (ii) the Committee shall, in
such manner as it may deem equitable, make appropriate adjustment in the maximum
number of Ordinary Shares then subject to being awarded under Awards pursuant to
the Plan (including Awards for specific situations, including without limitation
the  Awards under Section 4.6); and (iii) the Committee shall, in such manner as
it  may  deem  equitable,  make appropriate adjustment in the number of Ordinary
Shares  and  the  exercise  price  per  share  thereof  then subject to purchase
pursuant  to  each  Stock  Option previously granted and unexercised, to the end
that the same proportion of the Company's issued and outstanding Ordinary Shares
in each instance shall remain subject to purchase at the same aggregate exercise
price. Any fractional shares resulting from any adjustment made pursuant to this
Section  3.2 shall be rounded to the nearer whole share for the purposes of such
adjustment.  Except  as otherwise expressly provided herein, the issuance by the
Company  of  shares  of  any class, or securities convertible into shares of any
class,  either  in connection with direct sale or upon the exercise of rights or
warrants  to  subscribe therefor, or upon conversion of shares or obligations of
the  Company convertible into such shares or other securities, shall not affect,
and no adjustment by reason thereof shall be made with respect to, the number of
or  exercise price of Ordinary Shares then subject to outstanding Awards granted
under  the  Plan.

                                   ARTICLE IV
                                  Stock Options
                                  -------------

     4.1     Option  Grants.  The  Committee  shall have the authority to select
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the  particular  Directors,  Employees  and  Advisors  to whom the Stock Options
provided under this Article are to be granted at such times and for such amounts
as the Committee may determine. In the discretion of the Committee, any grant to
an  Employee  may  be  in  the form of an Incentive Stock Option (subject to the
requirements  of  the  Code).  Incentive Stock Options shall not be granted more
than  10 years after the earlier of the adoption of this Plan or the approval of
this  Plan  by  the  Company's shareholders. The grant of Stock Options shall be
evidenced  by  Stock  Option Agreements setting forth the total number of shares
subject  to  each Stock Option, the option exercise price, the term of the Stock
Option,  and  such  other  terms and provisions as are consistent with the Plan.

     4.2     Option  Exercise  Price.  The  exercise  price  for  a Stock Option
             -----------------------
granted  under this Article shall be determined by the Committee and shall be an
amount  not  less  than  100% of the Fair Market Value per Ordinary Share on the
Date  of  Grant.

     4.3     Option  Period.  The  option  period  for each Stock Option granted
             --------------
under this Article IV will begin and terminate on the respective dates specified
by  the  Committee. The Committee may provide that Stock Options may vest and be
exercised in installments and upon such terms, conditions and restrictions as it
may  determine. The term of each Stock Option shall be for such period as may be
determined  by  the  Committee;  provided that in no event shall the term of any
Stock  Option  exceed  a  period  of  10  years  (or such shorter term as may be
required in respect of an Incentive Stock Option under Section 422 of the Code).

     4.4     Payment.  Full  payment  for  shares  purchased  upon exercise of a
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Stock  Option  shall  be made (i) in cash, (ii) by certified or cashier's check,
(iii)  if  permitted  by the Committee, by Ordinary Shares, (iv) if permitted by
the  Committee,  and  if  permitted  under  applicable  law,  by  delivery  of a
promissory  note  for  the  purchase  price,  which  note shall provide for full
personal  liability  of  the  maker  and  shall  contain  such  other  terms and
provisions  as  the  Committee  may  determine, including without limitation the
right  to  repay  the  note  partially  or  wholly  with Ordinary Shares, (v) by
delivery  of a copy of irrevocable instructions from the Participant to a broker
or  dealer,  reasonably acceptable to the Company, to sell certain of the shares
purchased  upon exercise of the Stock Option or to pledge them as collateral for
a  loan  and promptly deliver to the Company the amount of sale or loan proceeds
necessary  to pay such purchase price or (vi) if permitted by the Committee, and
to  the  extent  permitted  under  applicable  law,  by  any  combination of the
foregoing.  If  any portion of the purchase price or a note given at the time of
exercise  is  paid  in Ordinary Shares, those shares shall be valued at the then
Fair  Market  Value.

     4.5     Exercise  of  Stock  Option.  Stock Options may be exercised during
             ---------------------------
the  option  period,  at  such times and in such amounts, in accordance with the
terms  and  conditions  and subject to such restrictions as are set forth herein
and  in  the  applicable  Stock  Option Agreements. The Committee shall have the
right  to  accelerate  the  time  at  which  any Stock Option granted under this
Article  shall  become  vested  and  exercisable.  Except as otherwise contained
herein,  Stock  Options  may  not be exercised, nor may shares be issued under a
Stock  Option  if any necessary listing of the shares on a stock exchange or any
registration  under  state  or  federal  securities  laws  required  under  the
circumstances  has  not  been  accomplished.  Subject  to  such  administrative
regulations as the Committee may from time to time adopt, a Stock Option will be
deemed  exercised  for  purposes of the Plan when (i) written notice of exercise
has  been  received  by  the Company (which notice shall set forth the number of
Ordinary  Shares  with  respect to which the Stock Option is to be exercised and
the  date  of exercise thereof) and (ii) payment of the Option Exercise Price is
received by the Company in accordance with the terms of the Plan; provided that,
with  respect  to  a  cashless  exercise of any Stock Option (in accordance with
clause (v) of Section 4.4 above), such Stock Option will be deemed exercised for
purposes  of  the  Plan on the date of sale of the Ordinary Shares received upon
exercise.

     4.6     Automatic  Grant  of Stock Options. (a) Throughout the term of this
             ----------------------------------
Plan,  on  the first business day of January of each year (or if such day is not
business  day, then the next succeeding business day) each Non-Employee Director
of  the  Company  shall  automatically  receive  a  Nonqualified Stock Option to
purchase 15,000 Ordinary Shares (as may be adjusted in accordance with the terms
of  this Plan). In addition, upon a person being first appointed or elected as a
Non-Employee  Director,  such  person shall automatically receive a Nonqualified
Stock  Option  to  purchase  15,000  Ordinary  Shares  (as  may  be  adjusted in
accordance  with  the  terms  of  this  Plan).  Notwithstanding  anything in the
foregoing  to the contrary, in no event shall any Holder Designee (as defined in
that  certain Shareholders Agreement dated as of September 30, 1998, between the
Company  and  HM4 Triton, L.P.) who is an employee, principal or director of HM4
Triton,  L.P.  or  Hicks, Muse, Tate & Furst Incorporated be entitled to receive
Stock  Options  pursuant  to  this Section 4.6(a), whether on an annual basis or
upon  his  or  her  first  appointment  or  election as a Non-Employee Director.

     (b)  The  exercise  price for a Stock Option granted under this Section 4.6
shall be equal to 100% of the Fair Market Value of an Ordinary Share on the Date
of  Grant.

     (c)  The option period for each Stock Option granted under this Section 4.6
will  terminate ten years from the Date of Grant.  No Stock Option granted under
this  Section  4.6  may  be  exercised  at  any  time  after  its  term.

     (d)  Except only as specifically provided elsewhere in this Plan and as set
forth  in  any  Stock  Option  Agreement,  each  Stock Option granted under this
Section  4.6  shall  be  fully  vested and exercisable as to all of the Ordinary
Shares  covered  thereby  on  the  Date  of  Grant.

     4.7     Limitations  on  Incentive Stock Options. Notwithstanding the terms
             ----------------------------------------
of  Article  IV hereof, the following provisions of this Section 4.7 shall apply
to  all  Incentive  Stock  Options  granted  under  the  Plan.

     (a)     In  the  case  of  an  Incentive  Stock  Option,  the  Stock Option
Agreement  shall  include  provisions  that  may be necessary to assure that the
option  is  an incentive stock option under the Code.  No Incentive Stock Option
may  be  granted  to  an  Employee  who owns more than 10% of the total combined
voting  power  of all classes of shares of the Company or its Subsidiaries. This
limitation  will  not  apply  if  the  option price is at least 110% of the fair
market  value  of the Ordinary Shares on the Date of Grant and the option is not
exercisable  more  than  five  years  from  the  Date  of  Grant.

     (b)     Limitation  on  Exercise of Incentive Stock Options.  To the extent
             ---------------------------------------------------
required  by  the  Code  for  incentive stock options, the exercise of Incentive
Stock  Options  granted under the Plan shall be subject to the $100,000 calendar
year  limit  as  set forth in Section 422(d) of the Code or such other amount as
may  be  prescribed  thereunder  from  time  to  time.  As  used in the previous
sentence,  Fair  Market  Value  shall  be  determined  as  of the Date of Grant.

     (c)     Limitation  on  Incentive  Stock  Option  Characterization.  To the
             ----------------------------------------------------------
extent that any Stock Option fails to qualify as an Incentive Stock Option, such
Stock  Option  will  be  considered  a  Nonqualified  Stock  Option.

                                    ARTICLE V
                                Restricted Shares
                                -----------------

     5.1     Grant.  The  Committee  shall  have  the  authority  to  select the
             -----
particular  Directors, Employees and Advisors to whom Restricted Shares provided
under this Article  may be issued, if any, at such times and for such amounts as
the  Committee may determine. Subject to the terms, provisions and conditions of
the  Plan,  the Committee shall, upon the approval of the issuance of Restricted
Shares,  determine  the number of shares to be issued to each Participant and to
prescribe  the  form  of  the  instruments evidencing any issuance of Restricted
Shares  and  the  legend, if any, to be affixed to the certificates representing
Restricted  Shares.  The  grant  of  Restricted  Shares  shall  be  evidenced by
Restricted  Share Agreements setting forth the total number of shares subject to
each  Restricted  Share  grant  and  such  other terms and provisions as are not
inconsistent  with  the  Plan.

     5.2     Transfer  Restrictions.  Restricted Shares shall be subject to such
             ----------------------
restrictions  on  transferability, risk of forfeiture and other restrictions, if
any,  as the Committee may impose, which restrictions may lapse separately or in
combination  at  such  times,  under  such  circumstances  (including  based  on
achievement  of  performance  goals and/or future service requirements), in such
installments  or  otherwise, as the Committee may determine at the date of grant
or thereafter.  Except to the extent restricted under the terms of this Plan and
any  Restricted  Share  Agreement, a Participant granted Restricted Shares shall
have  all  of  the  rights  of  a  shareholder,  including the right to vote the
Restricted  Shares  and  the  right to receive dividends thereon (subject to any
mandatory  reinvestment  or other requirement imposed by the Committee).  During
the restricted period applicable to the Restricted Shares, the Restricted Shares
shall  not  be  sold,  transferred  or  otherwise  disposed of, and shall not be
pledged or otherwise hypothecated (any such sale, transfer or other disposition,
pledge  or  other  hypothecation  being  referred  to  as  "to  dispose of" or a
"disposition"),  by  any  Participant  except  as permitted under any conditions
imposed  by the Committee in connection with the issuance thereof. The Committee
may  require any Participant to whom Restricted Shares are issued to execute and
deliver  to the Company a stock power in blank with respect to the shares issued
and  may  require  that  the  Company  retain possession of the certificates for
shares  with  respect  to  which  the  restrictions  have  not  lapsed.

     5.3     Notice  to  Company  of Section 83(b) Election. Any Participant who
             ----------------------------------------------
exercises  the  election  under Section 83(b) of the Code to have his receipt of
shares  of  Restricted Shares taxed currently without regard to the restrictions
shall  give  notice  to the Company of such election immediately upon making the
election. Such an election must be made within thirty days of the effective date
of  issuance  and  cannot  be  revoked  except  with the consent of the Internal
Revenue  Service,  as  required  by  the  treasury  regulations  under the Code.

     5.4     Withholding.  The  Company  is  authorized  to  withhold  any  tax
             -----------
required  to  be  withheld from the amount considered as taxable compensation to
the  Participant.  In  the event that funds are not otherwise available to cover
any  required withholding tax, the Participant shall be required to provide such
funds  before  shares  shall  be  issued  to  him.

     5.5     Forfeiture.  The Committee may provide, by rule or regulation or in
             ----------
any  Restricted  Share  Agreement,  the  restrictions  and forfeiture conditions
applicable  to each Restricted Share Award and may waive in whole or in part the
forfeiture  of  Restricted  Shares.

     5.6     Dividends and Splits. Unless otherwise determined by the Committee,
             --------------------
Ordinary  Shares distributed in connection with a stock split or stock dividend,
and  other  property distributed as a dividend, shall be subject to restrictions
and  a  risk  of  forfeiture  to  the  same extent as the Restricted Shares with
respect  to  which  such Ordinary Shares or other property has been distributed.

                                   ARTICLE VI
                                 Elected Shares
                                 --------------

     6.1     Grants. The Committee shall have authority to select the particular
             ------
Directors,  Employees and Advisors to whom Elected Shares may be issued, if any,
at  such  times  and  for  such  amounts  as  the  Committee  may  determine.

     6.2     Election  to  Receive Elected Shares.  Each Participant eligible to
             ------------------------------------
receive  Elected  Shares may make an irrevocable election (an "Election") either
(a)  to  receive  a  grant  of  Ordinary  Shares  in  a number determined by the
Committee  from  time to time in lieu of cash compensation from the Company or a
Subsidiary  in  an  amount  or amounts determined by the Committee (whether in a
fixed  amount  or  by  formula)  or  (b)  not  to  participate  in  such  award.

     6.3     Written  Election.  Unless  the  Committee  otherwise provides, any
             -----------------
Participant  eligible  for Elected Shares and electing to participate shall make
his  or her election in writing delivered to the Secretary of the Company (which
written election may be in the form of an Elected Share Agreement) no later than
January  31  of  the  year with respect to which such Participant's compensation
will  be  applied  toward  the  issuance  of  Elected  Shares.  A  Participant
participating  in  an  award  of  Elected Shares may revoke or change his or her
election  by  filing  a  new  election  with  the  Secretary of the Company. Any
revocation or change in election by a Participant shall not be effective for any
period  with  respected  to  which  Elected  Shares  have  been  issued  to such
Participant.

     6.4     Issuance  of  Shares.  Unless  the Committee otherwise provides, on
             --------------------
each  date  on which a payment of compensation to a Participant is due, Ordinary
Shares  shall  be  issued  to  such  Participant  in an amount determined by the
Committee  pursuant  to  Section 6.1. All Elected Shares issued or deemed issued
pursuant  to this Article shall be deemed outstanding for all purposes as of the
date of their deemed issuance. The issuance of Elected Shares shall be evidenced
by  Elected  Share  Agreements  setting  forth  the total number of shares to be
issued  and such other terms, restrictions and provisions as are consistent with
the  Plan.

                                   ARTICLE VII
                               Performance Awards
                               ------------------

     7.1     Performance  Conditions.  The right of a Participant to exercise or
             -----------------------
receive  a  grant  or  settlement  of  any Award, and the timing thereof, may be
subject to such performance conditions as may be specified by the Committee. The
Committee may use such business criteria and other measures of performance as it
may  deem  appropriate  in  establishing  any  performance  conditions,  and may
exercise  its  discretion  to  reduce  or increase the amounts payable under any
Award  subject  to  performance  conditions, except as limited under Section 7.2
hereof  in  the  case  of  an  award intended to qualify under Section 162(m) (a
"Performance  Award").

     7.2     Performance Awards Granted to Designated Covered Employees.  If the
             ----------------------------------------------------------
Committee determines that a Performance Award to be granted to a Participant who
is designated by the Committee as likely to be a Covered Employee should qualify
as  "performance-based  compensation" for purposes of Section 162(m), the grant,
exercise  and/or  settlement  of  such  Performance Award may be contingent upon
achievement  of  pre-established  performance goals and other terms set forth in
this  Section  7.2.

     (a)     Performance  Goals  Generally.  The  performance  goals  for  such
             -----------------------------
Performance  Awards shall consist of one or more business criteria or individual
performance  criteria and a targeted level or levels of performance with respect
to  each  of  such  criteria, as specified by the Committee consistent with this
Section  7.2.  Performance goals shall be objective and shall otherwise meet the
requirements  of  Section  162(m)  (including  Treasury  regulation 1.162-27 and
successor  regulations  thereto),  including  the  requirement that the level or
levels  of  performance  targeted  by the Committee result in the achievement of
performance  goals being "substantially uncertain."  The Committee may determine
that  such  Performance  Awards shall be granted, exercised, and/or settled upon
achievement  of  any one performance goal or that two or more of the performance
goals  must  be achieved as a condition to the grant, exercise and/or settlement
of such Performance Awards.  Performance goals may differ for Performance Awards
granted  to  any  one  Participant  or  to  different  Participants.

     (b)          Business  and  Individual  Performance  Criteria.
                  ------------------------------------------------

     (i)     Business  Criteria.  One or more of the following business criteria
for  the  Company, on a consolidated basis, and/or for specified Subsidiaries or
business  or  geographical units of the Company(except with respect to the total
shareholder  return  and  earnings  per  share  criteria),  shall be used by the
Committee  in  establishing  performance goals for such Performance Awards:  (1)
earnings  per  share;  (2)  increase  in  revenues, oil and/or gas sales, or oil
and/or  gas  production;  (3)  increase in cash flow, oil and/or gas reserves or
discounted  net  cash inflows from oil and/or gas reserves; (4) increase in cash
flow  return;  (5) return on net assets, return on assets, return on investment,
return  on  capital,  or  return on equity; (6) operating margin or contribution
margin;  (7)  net  income;  pretax  earnings;  pretax  earnings before interest,
depreciation  and  amortization;  or  operating  income;  (8)  total shareholder
return;  (9)  debt  reduction;  and (10) any of the above goals determined on an
absolute  or  relative basis or as compared to the performance of a published or
special  index deemed applicable by the Committee including, but not limited to,
the  Standard  &  Poor's  500  Stock  Index  or a group of comparable companies.

     (ii)     Individual  Performance  Criteria.  The  grant,  exercise  and/or
settlement  of  Performance  Awards  may  also  be  contingent  upon  individual
performance goals established by the Committee.  If required for compliance with
Section  162(m),  such  criteria  shall  be  approved by the shareholders of the
Company.

     (c)     Performance  Period;  Timing  for  Establishing  Performance Goals.
             ------------------------------------------------------------------
Achievement  of performance goals in respect of such Performance Awards shall be
measured  over  a  performance  period  of  up to ten years, as specified by the
Committee.  Performance  goals shall be established not later than 90 days after
the  beginning  of any performance period applicable to such Performance Awards,
or  at  such  other  date as may be required or permitted for "performance-based
compensation"  under  Section  162(m).

     (d)     Performance  Award Pool.  The Committee may establish a Performance
             -----------------------
Award  pool,  which  shall  be  an  unfunded  pool,  for  purposes  of measuring
performance of the Company in connection with Performance Awards.  The amount of
such Performance Award pool shall be based upon the achievement of a performance
goal  or  goals based on one or more of the criteria set forth in Section 7.2(b)
hereof  during  the  given  performance period, as specified by the Committee in
accordance  with Section 7.2(c) hereof.  The Committee may specify the amount of
the Performance Award pool as a percentage of any of such criteria, a percentage
thereof  in  excess  of  a threshold amount, or as another amount which need not
bear  a  strictly  mathematical  relationship  to  such  criteria.

     (e)     Settlement  of  Performance  Awards; Other Terms.  After the end of
             ------------------------------------------------
each  performance  period,  the Committee shall determine the amount, if any, of
(A)  the Performance Award pool, and the maximum amount of potential Performance
Award  payable  to  each  Participant  in the Performance Award pool, or (B) the
amount  of  potential  Performance  Award otherwise payable to each Participant.
Settlement  of  such Performance Awards shall be in cash, Ordinary Shares, other
Awards  or  other  property,  in the discretion of the Committee.  The Committee
may,  in  its discretion, reduce the amount of a settlement otherwise to be made
in  connection  with such Performance Awards, but may not exercise discretion to
increase  any  such  amount  payable  to  a  Covered  Employee  in  respect of a
Performance  Award subject to this Section 7.2.  The Committee shall specify the
circumstances in which such Performance Awards shall be paid or forfeited in the
event  of  termination  of  employment  by the Participant prior to the end of a
performance  period  or  settlement  of  Performance  Awards.

     7.3     Written  Determinations.  All determinations by the Committee as to
             -----------------------
the establishment of performance goals, the amount of any Performance Award pool
or  potential  individual  Performance Awards and the achievement of performance
goals  relating to Performance Awards under Section 7.2 shall be made in writing
in  the  case  of  any  Award  intended  to  qualify  under Section 162(m).  The
Committee  may  not  delegate  any  responsibility  relating to such Performance
Awards.

     7.4     Status  of  Performance  Awards  under  Section  162(m).  It is the
             -------------------------------------------------------
intent  of  the Company that Performance Awards under Section 7.2 hereof granted
to persons who are designated by the Committee as likely to be Covered Employees
within the meaning of Section 162(m) (including Treasury regulation 1.162-27 and
successor  regulations  thereto)  shall,  if  so  designated  by  the Committee,
constitute  "performance-based  compensation"  within  the  meaning  of  Section
162(m).  Accordingly,  the  terms of this Article VII, including the definitions
of  Covered  Employee  and  other  terms  used herein, shall be interpreted in a
manner  consistent  with Section 162(m).  The foregoing notwithstanding, because
the  Committee  cannot determine with certainty whether a given Participant will
be  a  Covered  Employee  with  respect  to  a fiscal year that has not yet been
completed,  the  term  Covered  Employee as used herein shall mean only a person
designated  by  the Committee, at the time of grant of Performance Awards who is
likely  to  be  a  Covered  Employee  with  respect to that fiscal year.  If any
provision  of  this  Plan as in effect on the date of adoption or any agreements
relating  to  Performance  Awards that are designated as intended to comply with
Section  162(m)  do  not  comply  or  are  inconsistent with the requirements of
Section  162(m),  such  provision  shall  be  construed or deemed amended to the
extent  necessary  to  conform  to  such  requirements.

                                  ARTICLE VIII
                      Termination of Employment or Service
                      ------------------------------------

     8.1     Authority  of  Committee.  The Committee may set forth in any Stock
             ------------------------
Option  Agreement,  Restricted  Share  Agreement  or Elected Share Agreement the
consequences  of  the  termination  of  employment  or  service as a Director or
Advisor.  In  the  event  a  Participant  who  is  an Employee shall cease to be
employed  by  the Company or a Subsidiary, or a Participant who is a Director or
Advisor  shall cease to serve as a Director or Advisor, the Committee shall have
the  authority  to  (i) accelerate the vesting of the Participant's Stock Option
and  the  lapse  of  any  transfer  restrictions imposed on Restricted Shares or
Elected  Shares, and (ii) extend the period in which to exercise a Stock Option,
in  its  sole  discretion.

     8.2     Forfeiture  of  Non-Vested Benefits. Unless otherwise provided in a
             -----------------------------------
Stock Option Agreement, Restricted Share Agreement or Elected Share Agreement or
otherwise  provided  by  the  Committee,  upon  the termination of employment or
service  as  a Director or Advisor of any Participant, any Stock Options held by
the  Participant  shall  cease to vest and the portion of any Stock Options that
are  not  vested, and the portion of any Elected Shares and Restricted Shares as
to  which  restrictions  have not lapsed, as of the date of termination shall be
forfeited.

     8.3     Default  Provisions.  In the event a Participant who is an Employee
             -------------------
shall  cease to be employed by the Company or a Subsidiary, or a Participant who
is  a Director or Advisor shall cease to serve as a Director or Advisor, and the
consequences  of  the  termination  of  employment  or  service as a Director or
Advisor  are  not  set  forth  in  a  Stock  Option  Agreement, Restricted Share
Agreement  or  Elected  Share  Agreement,  as  applicable, a Participant's Stock
Option may be exercised and any transfer restrictions imposed on a Participant's
Restricted  Shares  and  Elected  Shares  shall  lapse  as  follows:

     (a)     Without  Cause.  If  such  termination  is  by  the Company without
             --------------
Cause,  and  is  not due to the death, Retirement or Disability of the Employee,
Director,  or  Advisor,  then  (i) the Participant's Stock Option (to the extent
then  exercisable)  may be exercised until 5:00 p.m., Dallas, Texas time, on the
date  which  is  three  months  following the date of termination, unless by its
terms  the  Stock  Option  expires  earlier  and  (ii)  any  restrictions on the
Participant's  Restricted  Shares  and  Elected  Shares  shall  lapse.  If  such
termination  is  by  the  Employee,  Director, or Advisor, and is not due to the
death,  Retirement or Disability of the Employee, Director, or Advisor, then (i)
the Participant's Stock Option (to the extent then exercisable) may be exercised
until 5:00 p.m., Dallas, Texas time, on the date which is three months following
the  date  of  termination, unless by its terms the Stock Option expires earlier
and  (ii)  the  Participant's  Restricted  Shares  and  Elected  Shares shall be
forfeited.

     (b)     Death.  If  a  Participant  dies while employed by the Company or a
             -----
Subsidiary,  or  while  serving as a Director or Advisor, or within three months
after  ceasing  to  be  an Employee, Director or Advisor, his Stock Option shall
become  fully  vested  and  exercisable  on  the  date  of  his death and may be
exercised  until 5:00 p.m., Dallas, Texas time, on the date which is three years
following  the  date  of termination, unless by its terms it expires sooner, and
any  transfer  restrictions  imposed  on  a  Participant's  Restricted Shares or
Elected  Shares  shall  lapse.

     (c)     Retirement.  If  a Participant ceases to be employed by the Company
             ----------
or  a  Subsidiary,  or  ceases to serve as a Director or Advisor, as a result of
Retirement,  the  Participant's  Stock  Option  shall  become  fully  vested and
exercisable  on the date of his Retirement and may be exercised until 5:00 p.m.,
Dallas,  Texas  time,  on  the  date  which is three years following the date of
Retirement,  unless  by  its  terms  the  Stock  Option  expires sooner, and any
transfer  restrictions  imposed  on a Participant's Restricted Shares or Elected
Shares  shall  lapse.

     (d)     Disability.  If  a Participant ceases to be employed by the Company
             ----------
or  a  Subsidiary,  or  ceases to serve as a Director or Advisor, as a result of
Disability,  the  Participant's  Stock  Option  shall  become  fully  vested and
exercisable  and  may  be  exercised until 5:00 p.m., Dallas, Texas time, on the
date which is three years following the date of termination, unless by its terms
the  Stock  Option  expires  sooner,  and any transfer restrictions imposed on a
Participant's  Restricted  Shares  or  Elected  Shares  shall  lapse.

     (e)     Cause.  If  a Participant ceases to be employed by the Company or a
             -----
Subsidiary, or ceases to serve as a Director or Advisor, because the Participant
is  terminated  for  Cause,  the  Participant's Stock Option shall automatically
expire  (including  those  exercisable  on  the  date  of  termination), and any
Restricted  Shares  and  Elected  Shares  as  to which the transfer restrictions
imposed  thereon have not lapsed shall be returned and forfeited to the Company,
unless  the  Committee  otherwise  agrees  in  its  sole  discretion.

     7.4     Non-Employee  Director  Stock  Options.  With  respect  to  any
             --------------------------------------
Nonqualified Stock Option granted to a Non-Employee Director pursuant to Section
4.6,  if  a Participant ceases to serve as a Director for any reason (other than
removal  for Cause), such Nonqualified Stock Option shall remain exercisable for
a  period  of  five years thereafter, unless by its terms the Nonqualified Stock
Option  expires  sooner  or  the  Committee  agrees,  in its sole discretion, to
further  extend  the  term  of  such  Nonqualified  Stock  Option.

                                   ARTICLE IX
                    Amendment; Discontinuance and Termination
                    -----------------------------------------

     The  Board may amend, alter, suspend, discontinue or terminate this Plan or
the Committee's authority to grant Awards under this Plan without the consent of
shareholders  or  Participants,  except that any amendment or alteration to this
Plan  shall  be  subject to the approval of the Company's shareholders not later
than  the  annual  meeting  next following such Board action if such shareholder
approval  is  required by any federal or state law or regulation or the rules of
any  stock  exchange  or automated quotation system on which the Ordinary Shares
may  then  be  listed or quoted, and the Board may otherwise, in its discretion,
determine  to  submit  other  such  changes  to  this  Plan  to shareholders for
approval; provided that, without the consent of an affected Participant, no such
Board  action may materially and adversely affect the rights of such Participant
under any previously granted and outstanding Award.  The Committee may waive any
conditions  or  rights under, or amend, alter, suspend, discontinue or terminate
any  Award  theretofore granted and any Award agreement relating thereto, except
as  otherwise  provided  in  this Plan; provided that, without the consent of an
affected  Participant,  no  such  Committee  action may materially and adversely
affect  the  rights  of  such  Participant  under  such  Award.

                                    ARTICLE X
                   Recapitalization, Merger and Consolidation
                   ------------------------------------------

     10.1  Existence of Plan.     The existence of this Plan shall not affect in
           -----------------
any  way  the  right  or  power  of  the  Company or its shareholders to make or
authorize  any  or  all adjustments, recapitalizations, reorganizations or other
changes in the Company's capital structure or its business, or any merger, share
exchange  or  consolidation  of  the Company, or any issue of bonds, debentures,
preferred or prior preference shares ranking prior to or otherwise affecting the
Ordinary  Shares  or  the  rights thereof (or any rights, options or warrants to
purchase same), or the dissolution or liquidation of the Company, or any sale or
transfer  of  all  or any part of its assets or business, or any other corporate
act  or  proceeding,  whether  of  a  similar  character  or  otherwise.

     10.2     Recapitalization.  If  the Company recapitalizes, reclassifies its
              ----------------
capital  stock  or  otherwise  changes  its  capital  structure  (  a
"recapitalization"),  the  number  of  Ordinary Shares covered by a Stock Option
theretofore granted shall be adjusted so that such Stock Option shall thereafter
cover the number and class of shares of stock and securities to which the holder
would  have  been  entitled  pursuant  to  the terms of the recapitalization if,
immediately  prior  to  the  recapitalization, the holder had been the holder of
record  of  the  number  of  Ordinary  Shares  then covered by the Stock Option.

     10.3     Company  as  Surviving  Entity.  Subject to any required action by
              ------------------------------
the shareholders, if the Company shall be the surviving or resulting corporation
in  any  merger,  share  exchange or consolidation, any outstanding Stock Option
granted  hereunder  shall  pertain  to  and  apply  to  the securities or rights
(including cash, property or assets) to which a holder of the number of Ordinary
Shares  subject  to  the  Stock  Option  would  have  been  entitled.

     10.4     Mergers  and  Consolidations.  In  the  event of any merger, share
              ----------------------------
exchange  or consolidation pursuant to which the Company is not the surviving or
resulting  corporation,  there  shall  be  substituted  for  each Ordinary Share
subject to the unexercised portions of such outstanding Stock Option that number
of  shares  of  each class of shares or other securities or that amount of cash,
property  or  assets  of  the  surviving  or  consolidated  company  which  were
distributed  or  distributable  to the shareholders of the Company in respect of
each  Ordinary  Share  held  by  them,  such  outstanding  Stock  Options  to be
thereafter  exercisable  for  such  shares,  securities,  cash  or  property  in
accordance  with  their  terms.

     10.5     Change  in  Control.  In  the  event of a Change in Control of the
              -------------------
Company,  then, notwithstanding any other provision in the Plan to the contrary,
the  vesting  of  all  unvested  installments of Stock Options outstanding shall
thereupon  automatically  be accelerated and all such Stock Options shall become
exercisable  in  full  and  any  transfer  restrictions  remaining applicable to
Restricted  Shares  shall  automatically  lapse.

     10.6     Dissolution.  In  case  the  Company  shall, at any time while any
              -----------
Stock  Option  under  this Plan shall be in force and remain unexpired, (i) sell
all  or  substantially all of its property, or (ii) dissolve, liquidate, or wind
up  its  affairs,  then  each  Participant  may thereafter receive upon exercise
thereof  (in lieu of each Ordinary Share  which such Participant would have been
entitled to receive) the same kind and amount of any securities or assets as may
be  issuable,  distributable  or  payable  upon  any  such  sale,  dissolution,
liquidation,  or  winding  up  with respect to each Ordinary Share. In the event
that the Company shall, at any time prior to the expiration of any Stock Option,
make  any  partial  distribution  of  its  assets  in  the  nature  of a partial
liquidation,  split-off,  spin-off  or  other  special  distribution,  then  the
Committee  may  make  or  provide  for such adjustment in the number of Ordinary
Shares covered by outstanding Stock Options, in the exercise price applicable to
such  Stock  Options  and/or  in  the  kind  of  shares covered thereby that the
Committee,  in  its  sole  discretion, exercised in good faith, may determine is
equitably  required to prevent dilution or enlargement of rights of Participants
that  otherwise  would  result  therefrom.

                                   ARTICLE XI
                    Options in Substitution for Stock Options
                    -----------------------------------------
                          Granted by Other Corporations
                          -----------------------------

     Stock  Options  may  be  granted  under  the  Plan  from  time  to  time in
substitution  for stock options held by employees of a corporation who become or
are  about to become Employees of the Company or a Subsidiary as the result of a
merger  or  consolidation  of  the  employing  corporation with the Company or a
Subsidiary, the acquisition by either of the foregoing of stock of the employing
corporation  as  the  result  of  which  it  becomes  a  Subsidiary or a sale of
substantially  all  of  the  assets  of the employing corporation. The terms and
conditions  of  the  substitute  options  so granted may vary from the terms and
conditions set forth in this Plan to such extent as the Committee at the time of
grant may deem appropriate to conform, in whole or in part, to the provisions of
the  options  in  substitution  for  which  they  are  granted.

                                   ARTICLE XII
                            Miscellaneous Provisions
                            ------------------------

     12.1          Transferability  of  Stock  Options.
                   ------------------------------------

     (a)     Incentive  Stock  Options.  Incentive  Stock  Options  may  not  be
             -------------------------
transferred  or  assigned  other  than  by  will  or  the  laws  of  descent and
distribution and may be exercised during the lifetime of the Participant only by
the Participant or the Participant's legally authorized representative, and each
Stock Option Agreement in respect of an Incentive Stock Option shall so provide.
The designation by a Participant of a beneficiary will not constitute a transfer
of  the  Stock Option.  The Company may waive or modify any limitation contained
in  this  Section  that  is  not required for compliance with Section 422 of the
Code.

     (b)     Nonqualified  Stock  Options.  The  Committee  may,  in  its  sole
             ---------------------------
discretion,  provide  in any Stock Option Agreement with respect to Nonqualified
Stock  Options  (or in an amendment to any existing Stock Option Agreement) such
provisions  regarding  transferability  of the Nonqualified Stock Options as the
Committee,  in  its  sole  discretion,  deems  appropriate.  If the Stock Option
Agreement  does  not  otherwise  specify,  or  the  Committee does not otherwise
provide  or  agree, a Stock Option may not be transferred or assigned other than
by  will  or  the  laws  of  descent  and  distribution

     (c)     Qualified  Domestic  Relations  Orders.  Nonqualified Stock Options
             --------------------------------------
may  be  transferred  pursuant to qualified domestic relations orders entered or
approved  by  a  court of competent jurisdiction upon delivery to the Company of
written  notice  of  such  transfer  and  a  certified  copy  of  such  order.

     (d)     Effect  of Transfer.  Following the transfer of any Stock Option as
             -------------------
contemplated by this Section, (i) such Stock Option shall continue to be subject
to  the  same  terms  and  conditions  as  were  applicable immediately prior to
transfer,  provided  that the term "Participant" shall be deemed to refer to the
transferee,  the  recipient  under  a qualified domestic relations order, or the
estate  or  heirs  of  a  deceased  Participant,  as  applicable,  to the extent
appropriate  to  enable the Participant to exercise the transferred Stock Option
in  accordance  with  the  terms  of  this Plan and applicable law, and (ii) the
provisions of the Stock Option relating to exercisability thereof shall continue
to  be  applied  with  respect  to  the  original Participant and, following the
occurrence  of  any  such  events  described  therein, the Stock Option shall be
exercisable  by  the  transferee,  the  recipient  under  a  qualified  domestic
relations  order,  or  the  estate  or  heirs  of  a  deceased  Participant,  as
applicable,  only  to  the  extent  and  for  the  periods  that would have been
applicable  in  the  absence  of  the  transfer.

     (e)     Procedures  and Restrictions.  Any Participant desiring to transfer
             ----------------------------
a  Stock  Option as permitted under this Section shall make application therefor
in  the  manner  and time specified by the Committee and shall comply with other
requirements  as  the  Committee  may  require  to  assure  compliance  with all
applicable  securities  laws.

     12.2     Investment  Intent.  The  Company  may  require  that  there  be
              ------------------
presented  to  and  filed  with  it  by  any Participant(s) under the Plan, such
evidence as it may deem necessary to establish that the Stock Options granted or
the  Ordinary  Shares  to be issued, purchased or transferred are being acquired
for  investment  and  not  with  a  view  to  their  distribution.

     12.3     No Right to Continue Employment.  Nothing in the Plan or the grant
              -------------------------------
of  any  Stock Option or the issuance of any Elected Shares or Restricted Shares
confers upon any Director, Officer, Employee or Advisor the right to continue in
the  employ or service of the Company or interferes with or restricts in any way
the  right of the Company to discharge or remove any Director, Officer, Employee
or  Advisor  at  any  time  (subject  to  any  contract  rights of such person).

     12.4     Shareholders'  Rights.  The  holder  of  a Stock Option shall have
              ---------------------
none  of the rights or privileges of a shareholder except with respect to shares
which  have  been  actually  issued.

     12.5     Tax  Withholding.
              ----------------

     (a)     Whenever  Ordinary  Shares  are  to  be issued in satisfaction of a
Stock  Option granted hereunder, the Company shall have the right to require the
Participant  to  remit  to  the Company an amount sufficient to satisfy federal,
state,  local  or  other  withholding  tax  requirements (whether so required to
secure  for the Company an otherwise available tax deduction or otherwise) prior
to  the  delivery  of  any  certificate  or  certificates  for  such  shares.

     (b)     When  a  Participant  is  required  to pay to the Company an amount
required  to  be  withheld  under applicable tax laws in connection with a Stock
Option,  such payment may be made (i) in cash, (ii) by check, (iii) if permitted
by the Committee, by delivery to the Company of Ordinary Shares already owned by
the  Participant  having a Fair Market Value on the date the amount of tax to be
withheld is to be determined (the "Tax Date") equal to the amount required to be
withheld,  (iv)  if  permitted  by the Committee, through the withholding by the
Company  of  a  portion of the Ordinary Shares acquired upon the exercise of the
Stock  Options  having  a  Fair Market Value on the Tax Date equal to the amount
required  to  be  withheld,  or (v) in any other form of valid consideration, as
permitted  by  the  Committee  in  its  discretion.

     (c)     As  a  condition  to the issuance of Ordinary Shares covered by any
Incentive  Stock Option, the Company may require the party exercising such Stock
Option to give a written representation to the Company, which is satisfactory in
form  and  substance  to  its  counsel and upon which the Company may reasonably
rely,  that  he or she will report to the Company any disposition of such shares
prior to the expiration of the holding periods specified by Section 422(a)(1) of
the  Code.  If  and  to  the  extent  that  the  realization of income in such a
disposition  imposes upon the Company federal, state, local or other withholding
tax  requirements, or any such withholding is required to secure for the Company
an  otherwise  available  tax  deduction,  the  Company  shall have the right to
require  that the recipient remit to the Company an amount sufficient to satisfy
those  requirements;  and the Company may require as a condition to the issuance
of  Ordinary  Shares  covered  by  an  Incentive  Stock  Option  that  the party
exercising  such  Incentive  Stock  Option  give  a  satisfactory  written
representation  promising  to  make  such  a  remittance.

     12.6     Indemnification  of  Board  and  Committee. The Committee and each
              ------------------------------------------
member  thereof shall be entitled to, in good faith, rely or act upon any report
or  other  information furnished to him or her by any officer or employee of the
Company  or  a  Subsidiary,  the  Company's legal counsel, independent auditors,
consultants or any other agents assisting in the administration of this Plan. No
member of the Board or the Committee, nor any officer or Employee of the Company
acting  on behalf of or at the direction of the Board or the Committee, shall be
personally liable for any action, determination, or interpretation taken or made
in  good  faith  with  respect  to the Plan, and all members of the Board or the
Committee  and  each  and any officer or Employee of the Company acting on their
behalf shall, to the extent permitted by law, be fully indemnified and protected
by  the  Company in respect of any such action, determination or interpretation.

     12.7     Government  Regulations.  Notwithstanding  any  of  the provisions
              -----------------------
hereof, or of any written agreements evidencing Stock Options, Elected Shares or
Restricted  Shares granted or issued hereunder, the obligation of the Company to
issue, sell and deliver shares and remove any restrictions on any Elected Shares
or  Restricted  Shares  shall  be  subject  to  all  applicable  laws, rules and
regulations  and  to  such  approvals  by  any  government  agencies or national
securities exchanges as may be required.  The Participant shall not exercise any
Stock  Option,  and  the  Company  shall not be obligated to issue any shares or
remove  restrictions  on  any  Elected  Shares  or  Restricted  Shares,  if such
exercise, issuance or removal would constitute a violation by the Participant or
the  Company  of  any  provision  of  any  law or regulation of any governmental
authority  or  any  agreement  with  any  stock  exchange.

     12.8     Exemptions  from  Section 16(b) Liability. It is the intent of the
              ------------------------------------------
Company  that  the  grant of any Awards to or other transaction by a Participant
who  is  subject  to  Section  16 of the 1934 Act shall be exempt from liability
under Section 16 of the 1934 Act pursuant to an applicable exemption (except for
transactions  acknowledged  in  writing  to  be non-exempt by such Participant).
Accordingly,  if  any provision of this Plan or any Award agreement would result
in  liability  under  Section  16 of the 1934 Act as then applicable to any such
transaction (except for any transaction acknowledged in writing to be non-exempt
by  such  Participant),  such provision or Award agreement shall be construed or
deemed  amended  to  the extent necessary to avoid liability under Section 16 of
the  1934  Act  as  then  applicable  to  such  transaction.

     12.9     Severability.  If any provision of this Plan is held to be illegal
              ------------
or  invalid  for  any  reason, the illegality or invalidity shall not affect the
remaining provisions hereof, but such provision shall be fully severable and the
Plan  shall be construed and enforced as if the illegal or invalid provision had
never  been  included herein.  If any of the terms or provisions of this Plan or
any Award agreement conflict with the requirements of Rule 16b-3 (as those terms
or  provisions  are  applied to Participants who are subject to Section 16(b) of
the  1934  Act)  or  section  422  of  the Code (with respect to Incentive Stock
Options), then those conflicting terms or provisions shall be deemed inoperative
to  the  extent they so conflict with the requirements of Rule 16b-3 (unless the
Board  or  the Committee, as appropriate, has expressly determined that the Plan
or  such  Award  should  not comply with Rule 16b-3 or Section 422 of the Code).
With  respect  to  Incentive  Stock  Options,  if this Plan does not contain any
provision  required  to  be  included herein under Section 422 of the Code, that
provision  shall  be  deemed  to  be incorporated herein with the same force and
effect  as  if  that  provision  had  been  set  out at length herein; provided,
further,  that, to the extent any Stock Option that is intended to qualify as an
Incentive  Stock  Option  cannot  so qualify, that Stock Option (to that extent)
shall  be  deemed  a Stock Option not subject to Section 422 of the Code for all
purposes  of  the  Plan.

     IN  WITNESS  WHEREOF, the Company has caused this instrument to be executed
effective  as  of  May  15,  2001.

                                   TRITON  ENERGY  LIMITED


                                   By:_______________________________________
                                      James C. Musselman, President and
                                      Chief Executive Officer