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                                                                    Exhibit 10.5

                      SEVERANCE PAY PLAN FOR KEY EMPLOYEES
                                       OF
                           BELDEN & BLAKE CORPORATION

                  1. GENERAL STATEMENT OF PURPOSE. With the high level of
corporate acquisition and restructuring activity over the past several years,
employees are understandably concerned about their careers and their personal
financial security. As a result, even rumors of acquisitions and restructuring
cause employees to consider major career changes in an effort to assure
financial security for themselves and their families.

                  This Severance Pay Plan for Key Employee of Belden & Blake
Corporation (the "Plan") is designed to assure fair treatment of Key Employees
(as defined below) in the event of a Change in Control (as defined below). In
such circumstances, it would permit Key Employees to make critical career
decisions in an atmosphere free of time pressure and financial uncertainty,
increasing their willingness to remain with Belden & Blake Corporation (the
"Corporation") notwithstanding the outcome of a possible Change in Control.

                  2. EFFECTIVE AND TERMINATION DATES.  The Plan shall
be effective as of October 1, 1996 (the "Effective Date").  The
Plan will automatically terminate on December 31, 1998 (the
"Termination Date"), if there has been no Change in Control prior
to such date.

                  3. DEFINITIONS.  Where the following words and
phrases appear in the Plan, they shall have the respective
meanings set forth below, unless their context clearly indicates
otherwise:

                  a. AVERAGE INCENTIVE PAY. The term "Average Incentive Pay"
         shall mean an amount which is the greater of (i) the average amount of
         Incentive Pay awarded to the Key Employee for the three calendar years
         immediately prior to the Key Employee's termination of employment
         (whether or not paid in such calendar years) or (ii) the amount of the
         most recent award of Incentive Pay.

                  b. BASE SALARY. The term "Base Salary" shall mean, with
         respect to each Key Employee, the annual base compensation of such Key
         Employee at the rate in effect immediately prior to the Change in
         Control or at such higher rate as may be in effect immediately prior to
         the Key Employee's termination of employment. "Base Salary" shall
         include any portion of the Key Employee's annual base compensation the
         receipt of which the Key Employee has elected to defer.





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                  c. BOARD. The term "Board" shall mean the board of directors
         of the Corporation.

                  d. CAUSE. The term "Cause" shall mean that, prior to any
         termination of employment pursuant to Section 4.b., the Key Employee
         shall have committed:

                        i) an intentional act of fraud, embezzlement or
                  theft in connection with his duties or in the course of
                  his employment with the Company;

                      (ii) intentional wrongful damage to property of
                  the Company; or

                     (iii) intentional wrongful disclosure of secret
                  processes or confidential information of the Company;

         and any such act shall have been materially harmful to the Company or
         any Subsidiary. For purposes of the Plan, no act or failure to act on
         the part of the Key Employee shall be deemed "intentional" if it was
         due primarily to an error in judgment or negligence, but shall be
         deemed "intentional" only if done or omitted to be done by the Key
         Employee not in good faith and without reasonable belief that his
         action or omission was in the best interest of the Company.
         Notwithstanding the foregoing, the Key Employee shall not be deemed to
         have been terminated for "Cause" hereunder unless and until there shall
         have been delivered to the Key Employee a copy of a resolution duly
         adopted by the affirmative vote of not less than three quarters of the
         Board then in office at a meeting of the Board called and held for such
         purpose, after reasonable notice to the Key Employee and an opportunity
         for the Key Employee, together with his counsel (if the Key Employee
         chooses to have counsel present at such meeting), to be heard before
         the Board, finding that, in the good faith opinion of the Board, the
         Key Employee had committed an act constituting "Cause" as herein
         defined and specifying the particulars thereof in detail. Nothing
         herein will limit the right of the Key Employee or his beneficiaries to
         contest the validity or propriety of any such determination.

                  e. CHANGE IN CONTROL. The term "Change in Control" shall mean
         the occurrence of any of the following events:

                       (i) The Corporation is merged, consolidated or
                  reorganized into or with another corporation or other legal
                  person, and as a result of such merger, consolidation or
                  reorganization less than a majority of the combined voting
                  power of the then-outstanding Voting Stock of the corporation
                  or person surviving such merger, consolidation or
                  reorganization,





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                  immediately after such transaction, are beneficially held,
                  directly or indirectly, in the aggregate by the beneficial
                  holders of Voting Stock of the Corporation immediately prior
                  to such transaction;

                      (ii) The Corporation sells or otherwise transfers all or
                  substantially all of its assets to another corporation or
                  other legal person, and as a result of such sale or transfer
                  less than a majority of the combined voting power of the
                  then-outstanding Voting Stock of such corporation or person
                  immediately after such sale or transfer is held in the
                  aggregate by the holders of Voting Stock of the Corporation
                  immediately prior to such sale or transfer;

                     (iii) There is a report filed on Schedule 13D or Schedule
                  14D-1 (or any successor schedule, form or report), each as
                  promulgated pursuant to the Exchange Act, disclosing that any
                  person (as the term "person" is used in Section 13(d)(3) or
                  Section 14(d)(2) of the Exchange Act) has become the
                  beneficial owner (as the term "beneficial owner" is defined
                  under Rule 13d-3 or any successor rule or regulation
                  promulgated under the Exchange Act) of securities representing
                  25% or more of the combined voting power of the
                  then-outstanding Voting Stock of the Corporation;

                      (iv) The Corporation files a report or proxy statement
                  with the Securities and Exchange Commission pursuant to the
                  Exchange Act disclosing in response to Form 8-K or Schedule
                  14A (or any successor schedule, form or report or item
                  therein) that a change in control of the Corporation has
                  occurred or will occur in the future pursuant to any
                  then-existing contract or transaction; or

                       (v) If, during any period of two consecutive years,
                  individuals who at the beginning of any such period constitute
                  the directors of the Corporation cease for any reason to
                  constitute at least a majority thereof; provided, however,
                  that for purposes of this clause each director who is first
                  elected, or first nominated for election by the Corporation's
                  stockholders, by a vote of at least two-thirds of the
                  directors of the Corporation (or a committee thereof) then
                  still in office who were directors of the Corporation at the
                  beginning of any such period will be deemed to have been a
                  director of the Corporation at the beginning of such period.







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         Notwithstanding the foregoing provisions of Paragraph (iii) or (iv) of
         this Subsection, unless otherwise determined in a specific case by
         majority vote of the Board, a "Change in Control" shall not be deemed
         to have occurred for purposes of Paragraph (iii) or (iv) of this
         Subsection solely because (A) the Corporation, (B) a Subsidiary, (C)
         any Company-sponsored employee stock ownership plan or any other
         employee benefit plan of the Company, (D) any person or group of which
         employees of the Company control a greater than 25% interest unless the
         Board determines that such person or group is making a "hostile
         acquisition", or (E) any person or group of which the Executive is an
         affiliate either files or becomes obligated to file a report or a proxy
         statement under or in response to Schedule 13D, Schedule 14D-1, Form
         8-K or Schedule 14A (or any successor schedule, form or report or item
         therein) under the Exchange Act disclosing beneficial ownership by it
         of shares of Voting Stock, whether in excess of 25% or otherwise, or
         because the Corporation reports that a change in control of the
         Corporation has occurred or will occur in the future by reason of such
         beneficial ownership.

                  f. CODE. The term "Code" shall mean the Internal Revenue Code
         of 1986, as amended.

                  g. COMMITTEE. The term "Committee" shall mean the Compensation
         Committee of the Board.

                  h. COMPANY. The term "Company" shall mean the Corporation and
         its Subsidiaries.

                  i. EXCHANGE ACT. The term "Exchange Act" shall mean the
         Securities Exchange Act of 1934, as amended.

                  j. INCENTIVE PAY. The term "Incentive Pay" shall mean the
         annual compensation and award (whether paid in cash or stock and
         regardless or any election to defer actual payment of all or any
         portion of such award, but not including stock options) allocated to a
         Key Employee pursuant to any incentive compensation plans and
         arrangements of the Company. "Incentive Pay" shall include the stock
         portion of the profit-sharing payment contributed by the Company to the
         Belden & Blake Corporation 401(k) Profit Sharing Plan.

                  k. KEY EMPLOYEE. The term "Key Employee" shall mean any
         employee of the Company who is identified on Exhibit A hereto.
         Notwithstanding the foregoing, employees who would otherwise be Key
         Employees shall not be Key Employees for purposes of the Plan if they
         have entered into an employment agreement, severance agreement or
         similar arrangement with the Company providing for the payment of
         severance




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         compensation in specified circumstances following a Change in Control.
         In addition, the term "Key Employee" shall include such other employees
         of the Company as shall be designated in writing by, or in minutes of
         the actions of, the Committee.

                  l. SEVERANCE PAY. The term "Severance Pay" shall mean the
         amount payable as set forth in Section 5.a. of the Plan.

                  m. SUBSIDIARY. The term "Subsidiary" shall mean an entity in
         which the Corporation directly or indirectly beneficially owns 50% or
         more of the outstanding Voting Stock.

                  n. VOTING STOCK. The term "Voting Stock" shall mean securities
         entitled to vote generally in the election of directors.

                  4. ELIGIBILITY UNDER THE PLAN.

                  a. Subject to the limitations described below, the Plan
         applies to Key Employees who are employed on the date that a Change in
         Control occurs. The Corporation reserves the right, at any time prior
         to the occurrence of a Change in Control, to amend, modify, change or
         terminate the Plan with or without notice or any liability to Key
         Employees. The Plan shall not be amended, modified, changed or
         terminated after the occurrence of a Change in Control without the
         written consent of each Key Employee.

                  b. A Key Employee will be eligible for Severance Compensation
         and other benefits under the Plan if, within two (2) years after the
         occurrence of a Change in Control:

                       (i) The Key Employee's employment with the
                  Company is terminated by the Company other than for
                  Cause.

                      (ii) The Key Employee voluntarily terminates his
                  employment with the Company following the occurrence of any of
                  the following events:

                                    (A) The failure to elect, reelect or
                           otherwise maintain the Key Employee in the office or
                           position in the Company which the Key Employee held
                           immediately prior to the Change in Control;

                                    (B) A reduction in the Key Employee's Base
                           Salary in effect immediately prior to the Change in
                           Control, or a reduction in the Key Employee's
                           opportunity for Incentive Pay or a reduction or




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                           termination of any benefits described in
                           Section 5.b. to which the Key Employee was
                           entitled immediately prior to the Change in
                           Control;

                                    (C) The liquidation, dissolution, merger,
                           consolidation or reorganization of the Corporation or
                           the transfer of all or a significant portion of its
                           business and/or assets, unless the successor or
                           successors (by liquidation, merger, consolidation,
                           reorganization or otherwise) to which all or a
                           significant portion of its business and/or assets
                           have been transferred (directly or by operation of
                           law) shall have assumed all duties and obligations of
                           the Company under the Plan pursuant to Section 15; or

                                    (D) The Company relocates its principal
                           executive offices, requires the Key Employee to
                           change his principal location of work to any location
                           which is in excess of 25 miles from the location
                           thereof immediately prior to the Change in Control,
                           or requires the Key Employee to travel away from his
                           office in the course of discharging his
                           responsibilities or duties hereunder significantly
                           more (in terms of either consecutive days or
                           aggregate days in any calendar year) than was
                           required of him prior to the Change in Control,
                           without, in any case, his prior written consent.

                  5. SEVERANCE COMPENSATION.

                  a. SEVERANCE PAY. Each Key Employee who is terminated in
         accordance with Section 4.b. shall, within five (5) business days after
         such termination, receive Severance Pay from the Company in a lump sum
         payment (the "Severance Payment") in an amount equal to one times the
         Key Employee's Base Salary plus his Average Incentive Pay.

                  b. HEALTH AND LIFE BENEFITS. Each Key Employee who is
         terminated in accordance with Section 4.b., may continue, for himself
         and his eligible dependents, health and life insurance benefits for the
         one year period immediately following his termination of employment.
         During any period of continued coverage pursuant to this Section, the
         Key Employee will be required to pay the same cost of coverage,
         co-pays, deductibles and other similar payments paid by active
         employees of the Company having elected the same type of coverage. The
         Key Employee shall cease to be eligible for continued health and life
         insurance benefits provided by the Company if he (i) waives such
         coverage, (ii) fails to





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         pay any amount required for such coverage or (iii) becomes eligible for
         other group health coverage. Following such one year period, the Key
         Employee shall be eligible to elect to continue, for himself and his
         eligible dependents, health benefits in accordance with the provisions
         of the Consolidated Omnibus Budget Reconciliation Act of 1985, as
         amended.

                  c. STOCK OPTIONS. Upon the occurrence of any of the events
         described in the third paragraph of Section 8 of the Corporation's
         Stock Option Plan, each stock option granted to the Key Employee under
         such Plan then outstanding but not exercisable shall immediately become
         and be exercisable in full in accordance with the terms of such Plan
         and the applicable option agreement between the Corporation and the Key
         Employee.

                  d. OUTPLACEMENT COUNSELING. Each Key Employee who is
         terminated in accordance with Section 4.b. shall be reimbursed by the
         Company for reasonable expenses incurred for outplacement counseling
         (i) which are pre-approved by the Company's Manager of Human Resources,
         (ii) which do not exceed 15% of the Key Employee's Base Salary and
         (iii) which are incurred by the Key Employee within six (6) months
         following such termination.

                  e. CALCULATION. The calculation of all payments of
         compensation and other benefits to be provided to each affected Key
         Employee under the Plan shall be made by the Company.

                  6. QUALIFIED PLAN BENEFITS.  Upon the occurrence of a
Change in Control a Key Employee's account in the Belden & Blake
Corporation 401(k) Profit Sharing Plan shall become 100% vested
and nonforfeitable.

                  7. LIMITATION AND INDEMNIFICATION.

                  a. Notwithstanding anything in the Plan to the contrary, the
         Company shall not be obligated to pay to any Key Employee any amount of
         money, or provide the Key Employee with any benefits, which are in
         excess of the then maximum amount which the Company can deduct for
         federal income tax purposes.

                  b. Without limiting the generality of paragraph a. of this
         Section, if any Key Employee is a "disqualified individual", as defined
         in Section 280G(c) of the Code, the present value of payments under the
         Plan made to the Key Employee shall not in the aggregate be greater
         than the excess, if any, of (i) 299% of the Key Employee's "base
         amount", as determined under Section 280G of the Code, over





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         (ii) the aggregate present value of all payments in the nature of
         compensation (other than the payments under the Plan) to or for the
         Key Employee's benefit that are considered "contingent on a change" in
         ownership or control of the Corporation as determined under Section
         280G(b)(2) of the Code. If the application of the preceding sentence
         should require a reduction in benefits, such reduction shall be
         implemented first, by reducing any non-cash benefits to the extent
         necessary, and second, by reducing any cash benefits to the extent
         necessary. In each case, the reductions shall be made starting with
         the latest payment or benefit. In no event, however, will any benefit
         be reduced to the extent such benefit is specifically excluded by
         Section 280G(b) of the Code as a "parachute payment" or as an "excess
         parachute payment". Any decisions regarding the requirement or
         implementation of such reductions shall be made by Jones, Day, Reavis
         & Pogue or such other tax counsel selected by the Corporation's
         independent accountants and acceptable to the Key Employee.
        
                  c. Unless otherwise prohibited by applicable law, if,
         notwithstanding the application of paragraph b. of this Section, an
         amount paid to the Key Employee under the Plan is subject to the excise
         tax imposed by Section 4999 of the Code, the Company shall pay to the
         Key Employee an additional amount in cash (the "Additional Payment")
         equal to the amount necessary to cause the aggregate remuneration
         received by the Key Employee under the Plan, including such additional
         cash payment (net of all federal, state and local income taxes and all
         taxes payable as the result of the application of Sections 280G and
         4999 of the Code to be equal to the aggregate remuneration the Key
         Employee would have received, excluding such Additional Payment (net of
         all federal, state and local income taxes), as if Sections 280G and
         4999 of the Code had not been enacted into law.

                  8. MITIGATION.  A Key Employee shall not be required
to mitigate the amount of any payment or benefit provided for in
the Plan by seeking other employment or otherwise.

                  9. TIMING OF SEVERANCE PAY, ETC. Severance Pay and the
Additional Payment are not included as earnings for the purpose of calculating
contributions or benefits under any employee benefit plan of the Company.
Severance Pay and the Additional Payment shall not be made from any benefit plan
funds, and shall constitute an unfunded unsecured obligation of the Company.
Severance Pay shall be paid in a lump sum on the date of termination or promptly
thereafter. The Additional Payment shall be paid in a lump sum as soon as
practicable after the amount of such Payment has been calculated. Severance Pay
and the Additional Payment shall be net of any income, excise or





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                                                                               9

employment taxes which are required to be withheld from such
payment.

                  10. CONFIDENTIALITY; CONFIDENTIAL INFORMATION. Payment
         of Severance Pay and benefits set forth in Section 5 to a
         Key Employee is conditioned upon the Key Employee agreeing
         in writing with the Company that:

                  a. The Key Employee acknowledges and agrees that in the
         performance of his duties as an employee of the Company, he was brought
         into frequent contact with, had access to, and became informed of
         confidential and proprietary information of the Company and/or
         information which is a trade secret of the Company (collectively,
         "Confidential Information"), as more fully described in Subsection b.
         of this Section. The Key Employee acknowledges and agrees that the
         Confidential Information of the Company gained by the Key Employee
         during his association with the Company was developed by and/or for the
         Company through substantial expenditure of time, effort and money and
         constitutes valuable and unique property of the Company.

                  b. The Key Employee will keep in strict confidence, and will
         not, directly or indirectly, at any time, disclose, furnish,
         disseminate, make available, use or suffer to be used in any manner any
         Confidential Information of the Company without limitation as to when
         or how the Key Employee may have acquired such Confidential
         Information. The Key Employee specifically acknowledges that
         Confidential Information includes any and all information, whether
         reduced to writing (or in a form from which information can be
         obtained, translated, or derived into reasonably usable form), or
         maintained in the mind or memory of the Key Employee and whether
         compiled or created by the Company, which derives independent economic
         value from not being readily known to or ascertainable by proper means
         by others who can obtain economic value from the disclosure or use of
         such information, that reasonable efforts have been put forth by the
         Company to maintain the secrecy of Confidential Information, that such
         Confidential Information is and will remain the sole property of the
         Company, and that any retention or use by the Key Employee of
         Confidential Information after the termination of the Executive's
         employment with and services for the Company shall constitute a
         misappropriation of the Company's Confidential Information.

                  c. The Key Employee further agrees that he shall return,
         within ten (10) days of the effective date of his termination as an
         employee of the Company, in good condition, all property of the Company
         then in his possession, including, without limitation, (i) property,





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         documents and/or all other materials (including copies, reproductions,
         summaries and/or analyses) which constitute, refer or relate to
         Confidential Information of the Company, (ii) keys to Company property,
         (iii) files and (iv) blueprints or other drawings.

                  d. The Key Employee further acknowledges and agrees that his
         obligation of confidentiality shall survive until and unless such
         Confidential Information of the Company shall have become, through no
         fault of the Key Employee, generally known to the public or the Key
         Employee is required by law (after providing the Company with notice
         and opportunity to contest such requirement) to make disclosure. The
         Key Employee's obligations under this Subsection are in addition to,
         and not in limitation or preemption of, all other obligations of
         confidentiality which the Key Employee may have to the Company under
         general legal or equitable principles or statutes.

                  11. RELEASE. Payment of the Severance Pay and benefits set
forth in Section 5 to a Key Employee is conditioned upon the Key Employee
executing and delivering a release satisfactory to the Corporation releasing the
Company from any and all claims, demands, damages, actions and/or causes of
action whatsoever, which he may have had on account of the termination of his
employment, including, but not limited to claims of discrimination, including on
the basis of sex, race, age, national origin, religion, or handicapped status
(with all applicable periods during which the Key Employee may revoke the
release or any provision thereof having expired), and any and all claims,
demands and causes of action for retirement (other than under the Belden & Blake
Corporation Employees 401(k) Profit Sharing Plan or under any "welfare benefit
plan" of the Company (as the term "welfare benefit plan" is defined in Section
3(1) of the Employee Retirement Income Security Act of 1974, as amended)),
severance or other termination pay, and because, pursuant to Section 5.a., the
Key Employee is entitled to lump sum payments of Incentive Pay under the
incentive compensation plans and arrangements of the Company described in
Section 3.d. Such release shall not, however, apply to the ongoing obligations
of the Company arising under the Plan, or rights of indemnification the Key
Employee may have under the Company's policies or by contract or by statute.

                  12. LEGAL FEES AND EXPENSES.

                  a. It is the intent of the Company that the Key Employee not
         be required to incur legal fees and the related expenses associated
         with the interpretation, enforcement or defense of his rights under the
         Plan by litigation or otherwise because the cost and expense thereof
         would substantially detract from the benefits intended to be





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         extended to the Key Employee hereunder. Accordingly, if it should
         appear to the Key Employee that the Company has failed to comply with
         any of its obligations under the Plan or in the event that the Company
         or any other person takes or threatens to take any action to declare
         the Plan void or unenforceable, or institutes any litigation or other
         action or proceeding designed to deny, or to recover from, the Key
         Employee the benefits provided or intended to be provided to the Key
         Employee hereunder, the Company irrevocably authorizes the Key Employee
         from time to time to retain counsel of his choice, at the expense of
         the Company as hereafter provided, to advise and represent the Key
         Employee in connection with any such interpretation, enforcement or
         defense, including without limitation the initiation or defense of any
         litigation or other legal action, whether by or against the Company or
         any director, officer, stockholder or other person affiliated with the
         Company in any jurisdiction. Notwithstanding any existing or prior
         attorney-client relationship between the Company and such counsel, the
         Company irrevocably consents to the Key Employee's entering into an
         attorney-client relationship with such counsel, and in that connection
         the Company and the Key Employee agree that a confidential relationship
         shall exist between the Key Employee and such counsel. Without respect
         to whether the Key Employee prevails, in whole or in part, in
         connection with any of the foregoing, the Company will pay and be
         solely financially responsible for any and all attorneys' and related
         fees and expenses incurred by the Key Employee in connection with any
         of the foregoing.

                  b. Without limiting the obligations of the Company pursuant to
         Subsection a. of this Section, in the event a Change in Control occurs,
         the performance of the Company's obligations under this Section shall
         be secured by amounts deposited or to be deposited in trust pursuant to
         certain trust agreements to which the Corporation shall be a party,
         which amounts deposited shall in the aggregate be not less than
         $250,000, providing that the fees and expenses of counsel selected from
         time to time by the Key Employee pursuant to Subsection a. of this
         Section shall be paid, or reimbursed to the Key Employee if paid by the
         Key Employee, either in accordance with the terms of such trust
         agreements, or, if not so provided, on a regular, periodic basis upon
         presentation by the Key Employee to the trustee of a statement or
         statements prepared by such counsel in accordance with its customary
         practices. Any failure by the Company to satisfy any of its obligations
         under this Subsection shall not limit the rights of the Key Employee
         hereunder. Subject to the foregoing, the Key Employee shall have the
         status of a general unsecured creditor of the





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         Company and shall have no right to, or security interest in, any assets
         of the Company or any Subsidiary.

                  13. EMPLOYMENT RIGHTS. Nothing expressed or implied in the
Plan shall create any right or duty on the part of the Company or the Key
Employee to have the Key Employee remain in the employment of the Company at any
time prior to a Change in Control. Any termination of employment of the Key
Employee or the removal of the Key Employee from the office or position in the
Company prior to a Change in Control but following the commencement of any
discussion with any third person that ultimately results in a Change in Control
shall be deemed to be a termination or removal of the Key Employee after a
Change in Control for purposes of the Plan.

                  14. WITHHOLDING OF TAXES.  The Company may withhold
from any amounts payable under the Plan all federal, state, city
or other taxes as shall be required pursuant to any law or
government regulation or ruling.

                  15. SUCCESSORS AND BINDING EFFECT.

                  a. The Company shall require any successor, (including without
         limitation any persons acquiring directly or indirectly all or
         substantially all of the business and/or assets of the Company whether
         by purchase, merger, consolidation, reorganization or otherwise, and
         such successor shall thereafter be deemed the Company for the purposes
         of the Plan), to assume and agree to perform the obligations under the
         Plan in the same manner and to the same extent the Company would be
         required to perform if no such succession had taken place. The Plan
         shall be binding upon and inure to the benefit of the Company and any
         successor to the Company, but shall not otherwise be assignable,
         transferable or delegable by the Company.

                  b. The rights under the Plan shall inure to the benefit of and
         be enforceable by the Key Employee's personal or legal representatives,
         executors, administrators, successors, heirs, distributees and/or
         legatees.

                  c. The rights under the Plan are personal in nature and
         neither the Company nor any Key Employee shall, without the consent of
         the other, assign, transfer or delegate the Plan or any rights or
         obligations hereunder except as expressly provided in this Section.
         Without limiting the generality of the foregoing, a Key Employee's
         right to receive payments hereunder shall not be assignable,
         transferable or delegable, whether by pledge, creation of a security
         interest or otherwise, other than by a transfer by his or her will or
         by the laws of descent and distribution and, in the event of any
         attempted assignment or transfer





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                                                                              13

         contrary to this Section, the Company shall have no liability to pay
         any amount so attempted to be assigned, transferred or delegated.

                  d. The obligation of the Company to make payments
         and/or provide benefits hereunder shall represent an
         unsecured obligation of the Company.

                  e. The Corporation and each Key Employee recognize that each
         party will have no adequate remedy at law for breach by the other of
         any of the agreements contained herein and, in the event of any such
         breach, the Corporation and each Key Employee hereby agree and consent
         that the other shall be entitled to a decree of specific performance,
         mandamus or other appropriate remedy to enforce performance of
         obligations under the Plan.

                  16. GOVERNING LAW.  The validity, interpretation,
construction and performance of the Plan shall be governed by the
laws of the State of Ohio, without giving effect to the
principals of conflict of laws of such State.

                  17. VALIDITY. If any provisions of the Plan or the application
of any provision hereof to any person or circumstance is held invalid,
unenforceable or otherwise illegal, the remainder of the Plan and the
application of such provision to any other person or circumstances shall not be
affected, and the provision so held to be invalid, unenforceable or otherwise
illegal shall be reformed to the extent (and only to the extent) necessary to
make it enforceable, valid and legal.

                  18. CAPTIONS.  The captions in the Plan are for
convenience of reference only and do not define, limit or
describe the scope or intent of the Plan or any part hereof and
shall not be considered in any construction hereof.

                  19. CONSTRUCTION.  The masculine gender, where
appearing in the Plan, shall be deemed to include the feminine
gender and the singular shall be deemed to include the plural,
unless the context clearly indicates to the contrary.

                  20. ADMINISTRATION OF THE PLAN.

                  a. IN GENERAL. The Plan shall be administered by the
         Corporation, which shall be named fiduciary under the Plan. The
         Corporation shall have the sole and absolute discretion to interpret
         where necessary all provisions of the Plan (including, without
         limitation, by supplying omissions from, correcting deficiencies in, or
         resolving inconsistencies or ambiguities, in the language of the Plan),
         to determine the rights and status under the Plan of Key Employees or
         other persons, to resolve questions or disputes arising under the





<PAGE>   14



                                                                              14

         Plan and to make any determinations with respect to the benefits
         payable hereunder and the persons entitled thereto as may be necessary
         for the purposes of the Plan. Without limiting the generality of the
         forgoing, the Corporation is hereby granted the authority (i) to
         determine whether a particular employee is a "Key Employee" under the
         Plan and (ii) to determine whether a particular Key Employee is
         eligible for Severance Compensation and other benefits under the Plan.

                  b. DELEGATION OF DUTIES.  The Corporation may
         delegate any of its administrative duties, including,
         without limitation, duties with respect to the processing,
         review, investigation, approval and payment of Severance
         Compensation and Additional Payments, to named administrator
         or administrators.

                  c. REGULATIONS.  The Corporation shall promulgate any
         rules and regulations it deems necessary in order to carry
         out the purposes of the Plan or to interpret the terms and
         conditions of the Plan; provided, however, that no rule,
         regulation or interpretation shall be contrary to the
         provisions of the Plan.

                  d. CLAIMS PROCEDURE. The Corporation shall determine the
         rights of any employee of the Company to any Severance Compensation or
         an Additional Payment hereunder. Any employee or former employee of the
         Company who believes that he is entitled to receive Severance
         Compensation or an Additional Payment under the Plan, including other
         than that initially determined by the Corporation, may file a claim in
         writing with the Manager of Human Resources of the Corporation. The
         Corporation shall, no later than ninety (90) days after the receipt of
         a claim, either allow or deny the claim by written notice to the
         claimant. If a claimant does not receive written notice of the
         Corporation's decision on his claim within such 90-day period, the
         claim shall be deemed to have been denied in full.

         A denial of a claim by the Company, wholly or partially, shall be
         written in a manner calculated to be understood by the claimant and
         shall include:

                       (i) the specific reason or reasons for the
                  denial;

                      (ii) specific reference to pertinent Plan
                  provisions on which the denial is based;







<PAGE>   15



                                                                              15

                     (iii) a description of any additional material or
                  information necessary for the claimant to perfect the claim
                  and an explanation of why such material or information is
                  necessary; and

                      (iv) an explanation of the claim review procedure.

         A claimant whose claim is denied (or his duly authorized
         representative) may, within thirty (30) days after receipt of denial of
         his claim, request a review of such denial by the Corporation by filing
         with the Secretary of the Corporation a written request for review of
         his claim. If the claimant does not file a request for review with the
         Corporation within such 30-day period, the claimant shall be deemed to
         have acquiesced in the original decision of the Corporation on his
         claim. If a written request for review is so filed within such 30-day
         period, the Corporation shall conduct a full and fair review of such
         claim. During such full review, the claimant shall be given the
         opportunity to review documents that are pertinent to his claim and to
         submit issues and comments in writing. The Corporation shall notify the
         claimant of its decision on review with sixty (60) days after receipt
         of a request for review. Notice of the decision on review shall be in
         writing. If the decision on review is not furnished to the claimant
         within such 60-day period, the claim shall be deemed to have been
         denied on review.

                  e. REVOCABILITY OF ACTION. Any action taken by the Corporation
         with respect to the rights or benefits under the Plan of any employee
         shall be revocable by the Corporation as to payments or distributions
         not yet made to such person, and acceptance of Severance Compensation
         or an Additional Payment under the Plan constitutes acceptance of and
         agreement to the Corporation making any appropriate adjustments in
         future payments or distributions to such person to offset any excess or
         underpayment previously made to him.

                  f. EXCEPTION OF RECEIPT.  Upon receipt of any
         Severance Compensation or an Additional Payment hereunder,
         the Corporation reserves the right to require any Key
         Employee to execute a receipt evidencing the amount and
         payment of such Severance Compensation and/or Additional
         Payment.






<PAGE>   16




                                                                              16

                  IN WITNESS WHEREOF, Belden & Blake Corporation has caused the
Plan to be executed this 25 day of October, 1996.


ATTEST:                                     BELDEN & BLAKE CORPORATION


/s/ Joseph M. Vitale                        By: /s/ M. L. Mardick
--------------------                           -----------------------------

                                            Title:   President
                                                  --------------------------