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                                                                     Exhibit 4.1

                             THE WISER OIL COMPANY

           1991 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN AS AMENDED
                               FEBRUARY 27, 2001

     The purposes of the 1991 Non-Employee Directors' Stock Option Plan (the
"Plan") are to promote the long-term success of The Wiser Oil Company (the
"Company") by creating a long-term mutuality of interests between the non-
employee Directors and stockholders of the company, to provide an additional
inducement for such Directors to remain with the Company and to provide a means
through which the company may attract able persons to serve as Directors of the
company.

                                   SECTION 1

                                Administration

     The Plan shall be administered by a Committee (the "Committee") appointed
by the Board of Directors of the Company (the "Board") and consisting of not
less than two members of the Board.  The Committee shall keep records of action
taken at its meetings.  A majority of the Committee shall constitute a quorum at
any meeting, and the acts of a majority of the members present at any meeting at
which a quorum is present, or acts approved in writing by a majority of the
Committee, shall be the acts of the Committee.

     The Committee shall interpret the Plan and prescribe such rules,
regulations and procedures in connection with the operations of the Plan as it
shall deem to be necessary and advisable for the administration of the Plan
consistent with the purposes of the Plan.  All questions of interpretation and
application of the Plan, or as to stock options granted under the Plan, shall be
subject to the determination of the Committee, which shall be final and binding.

     Notwithstanding the above, the selection of the Directors to whom stock
options are to be granted, the timing of such grants, the number of shares
subject to any stock option, the exercise price of any stock option, the periods
during which any stock option may be exercised and the term of any stock option
shall be as hereinafter provided, and the Committee shall have no discretion as
to such matters.

                                   SECTION 2

                        Shares Available under the Plan

     The aggregate number of shares which may be issued or delivered and as to
which grants of stock options may be made under the Plan is 100,000 shares of
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the Common Stock, $3.00 par value, of the Company (the "Common Stock"), subject
to adjustment and substitution as set forth in Section 5.  If any stock option
granted under the Plan is cancelled by mutual consent or terminates or expires
for any reason without having been exercised in full, the number of shares
subject thereto shall again be available for purposes of the Plan.  The shares
which may be issued or delivered under the Plan may be either authorized but
unissued shares or reacquired shares or partly each, as shall be determined from
time to time by the Board.

                                   SECTION 3

                            Grant of Stock Options

     Each person who is or becomes a member of the Board and who is not an
employee of the Company or any of its subsidiaries (a "non-employee Director")
shall automatically and without further action by the Board or the Committee be
granted "nonstatutory stock options" (i.e., stock options which do not qualify
under Sections 422 or 423 of the Internal Revenue Code of 1986 (the "Code")) in
accordance with the following:


     (a)  Each non-employee Director shall be granted an option to purchase
     5,000 shares of Common Stock (subject to adjustment and substitution as set
     forth in Section 5) on and effective as of the date on which such person is
     first elected or appointed to serve as a non-employee Director, provided,
     that no person may receive more than one option pursuant to this clause
     (a);

     (b)  On the date of the 1997 annual meeting of the stockholders of the
     Company, each person who is a non-employee

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     Director on such date and who has theretofore been granted options under
     the Plan covering, in the aggregate, fewer than 5,000 shares of Common
     Stock shall be granted an additional option covering a number of shares
     equal to 5,000 minus the number of shares of Common Stock covered by all
     options theretofore granted to such person under the Plan (subject to
     adjustment and substitution as set forth in Section 5), provided, that no
     person who receives an option pursuant to clause (a) above on the date of
     the 1997 annual meeting shall receive any option pursuant to this clause
     (b); and

     (c)  On the first business day following the date of the annual meeting of
     the stockholders of the Company in each year, beginning in 1997, an option
     to purchase 1,500 shares of Common Stock (subject to adjustment and
     substitution as set forth in Section 5) shall be granted to each person who
     is a non-employee Director on such date, provided, that if, on the date of
     an annual meeting or within 180 days prior thereto, a person was first
     elected or appointed to serve as a non-employee Director and received an
     option pursuant to clause (a) above, such person shall not be granted an
     option under this clause (c) on the first business day following such
     annual meeting.

     If on any grant date the number of shares then remaining available for the
grant of stock options under the Plan is not sufficient for each non-employee
Director to be granted an option for the full number of shares contemplated by
this Section 3, then each non-employee Director entitled to receive an option on
such date shall be granted an option for a number of whole shares that will
cause (i) all such non-employee Directors to receive options in the same
relative proportions as so contemplated and (ii) all options granted on such
date, in the aggregate, to cover all shares then available for grant under the
Plan.

                                   SECTION 4

                     Terms and Conditions of Stock Options

     Stock options granted under the Plan shall be subject to the following
terms and conditions:

     (A) The purchase price at which each stock option may be exercised (the
     "option price") shall be one hundred percent (100%) of the fair market
     value per share of the Common Stock covered by the stock option on the date
     of grant, determined as provided in Section 4(G).

     (B) The option price for each stock option shall be paid in full upon
     exercise and shall be payable in cash in United States dollars (including
     check, bank draft or money order), which may include cash forwarded through
     a broker or other agent-sponsored exercise or financing program; provided,
     however, that in lieu of such cash the person exercising the stock option
     may pay the option price in whole or in part by delivering to the Company
     shares of the Common Stock having a fair market value on the date of
     exercise of the stock option, determined as provided in Section 4(G), equal
     to the option price for the shares being purchased; except that (i) any
     portion of the option price representing a fraction of a share shall in any
     event be paid in cash and (ii) no shares of the Common Stock which have
     been held for less than one year may be delivered in payment of the option
     price of a stock option.  If the person exercising a stock option
     participates in a broker or other agent-sponsored exercise or financing
     program, the Company will cooperate with all reasonable procedures of the
     broker or other agent to permit participation by the person exercising the
     stock option in the exercise or financing program.  Notwithstanding any
     procedure of the broker or other agent-sponsored exercise or financing
     program, if the option price is paid in cash, the exercise of the stock
     option shall not be deemed to occur and no shares of the Common Stock will
     be issued or delivered until the Company has received full payment in cash
     (including check, bank draft or money order) for the option price from the
     broker or other agent.  The date of exercise of a stock option shall be
     determined under procedures established by the Committee, and as of the
     date of exercise the person exercising the stock option shall be considered
     for all purposes to be the owner of the shares with respect to which the
     stock option has been exercised.  Payment of the option price with shares
     shall not increase the number of shares of the Common Stock which may be
     issued or delivered under the Plan as provided in Section 2.

     (C) No stock option shall be exercisable during the first six months of its
     term except in case of cessation of a Director's service as provided in
     Section 4(E).  Subject to the terms of Section 4(E) providing for earlier
     termination of a stock option, no stock option shall be exercisable after
     the expiration of ten years from the date of grant.  A stock option to the
     extent exercisable at any time may be exercised in whole or in part.

     (D) No stock option shall be transferable by the grantee otherwise than by
     Will, or if the grantee dies in testate, by the laws of descent and
     distribution of the state of domicile of the grantee at the time of death.
     All stock options shall be exercisable during the lifetime of the grantee
     only by the grantee or the grantee's guardian or legal representative.

     (E) If a grantee ceases to be a Director of the Company, any outstanding
     stock options held by the grantee shall be exercisable and shall terminate,
     according to the following provisions:

         (i)   If a grantee ceases to be a Director of the Company for any
         reason other than removal for cause or death, any then outstanding
         stock option held by such grantee (whether or not exercisable by the
         grantee immediately prior to cessation of service) shall be

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           exercisable by the grantee at any time prior to the expiration date
          of such stock option or within three years after the date the grantee
          ceases to be a Director, whichever is the shorter period; provided,
          that if such cessation occurs as a result of such Director's voluntary
          resignation or retirement, in no event shall the duration of such
          post-cessation exercise period exceed the duration of the grantee's
          term of office as a Director of the Company;

          (ii)   If during his term of office as a Director a grantee is removed
          from office for cause, any outstanding stock option held by the
          grantee which is not exercisable by the grantee immediately prior to
          removal shall terminate as of the date of removal, and any outstanding
          stock option held by the grantee which is exercisable by the grantee
          immediately prior to removal shall be exercisable by the grantee at
          any time prior to the expiration date of such stock option or within
          90 days after the date of removal, whichever is the shorter period;

          (iii)  Following the death of a grantee during service as a Director
                 of the Company, any outstanding stock option held by the
                 grantee at the time of death (whether or not exercisable by the
                 grantee immediately prior to death) shall be exercisable by the
                 person entitled to do so under the Will of the grantee, or, if
                 the grantee shall fail to make testamentary disposition of the
                 stock option or shall die in testate, by the legal
                 representative of the grantee at any time prior to the
                 expiration date of such stock option or within three years
                 after the date of death, whichever is the shorter period;

          (iv)   Following the death of a grantee after ceasing to be a Director
          and during a period when a stock option is exercisable, any
          outstanding stock option held by the grantee at the time of death
          shall be exercisable by such person entitled to do so under the Will
          of the grantee or by such legal representative at any time prior to
          the expiration date of such stock option, as determined in accordance
          with this Section 4(E).

     For purposes of this Plan, a Director shall be deemed to have been removed
"for cause" if such Director is removed from office because of any act of (a)
fraud or intentional misrepresentation or (b) embezzlement, misappropriation or
conversion of assets or opportunities of the Company or any direct or indirect
subsidiary of the Company.

     (F) All stock options shall be confirmed by an agreement, or an amendment
     thereto, which shall be executed on behalf of the Company by the Chief
     Executive Officer (if other than the President), the President or any Vice
     President and by the grantee.

     (G) Fair market value of the Common Stock shall be the mean between the
     following prices, as applicable, for the date as of which fair market value
     is to be determined as quoted in The Wall Street Journal (or in such other
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     reliable publication as the Committee, in its discretion, may determine to
     rely upon):  (a) if the Common Stock is listed on the New York Stock
     Exchange, the highest and lowest sales prices per share of the Common Stock
     as quoted in the NYSE-Composite Transactions listing for such date, (b) if
     the Common Stock is not listed on such exchange, the highest and lowest
     sales prices per share of Common Stock for such date on (or on any
     composite index including) the principal United States securities exchange
     registered under the Securities Exchange Act of 1934 (the"1934 Act") on
     which the Common Stock is listed, or (c) if the Common Stock is not listed
     on any such exchange, the highest and lowest sales prices per share of the
     Common Stock for such date on the National Association of Securities Dealer
     Automated Quotations System or any successor system then in use ("NASDAQ").
     If there are no such sale price quotations for the date as of which fair
     market value is to be determined but there are such sale price quotations
     within a reasonable period both before and after such date, then fair
     market value shall be determined by taking a weighted average of the means
     between the highest and lowest sales prices per share of the Common Stock
     as so quoted on the nearest date before and the nearest date after the date
     as of which fair market value is to be determined.  The average should be
     weighted inversely by the respective numbers of trading days between the
     selling dates and the date as of which fair market value is to be
     determined.  If there are no such sale price quotations on or within a
     reasonable period both before and after the date as of which fair market
     value is to be determined, then fair market value of the Common Stock shall
     be the mean between the bona fide bid and asked prices per share of Common
     Stock as so quoted for such date on NASDAQ, or if none, the weighted
     average of the means between such bona fide bid and asked prices on the
     nearest trading date before and the nearest trading date after the date as
     of which fair market value is to be determined, if both such dates are
     within a reasonable period.  The average is to be determined in the manner
     described above in this Section 4(G).  If the fair market value of the
     Common Stock cannot be determined on the basis previously set forth in this
     Section 4(G) for the date as of which fair market value is to be
     determined, the Committee shall in good faith determine the fair market
     value of the Common Stock on such date.  Fair market value shall be
     determined without regard to any restriction other than a restriction
     which, by its terms, will never lapse.

     (H) The obligation of the Company to issue or deliver shares of the Common
     Stock under the Plan shall be subject to

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     (i) the effectiveness of a registration statement under the Securities Act
     of 1933, as amended, with respect to such shares, if deemed necessary or
     appropriate by counsel for the Company, (ii) the condition that the shares
     shall have been listed (or authorized for listing upon official notice of
     issuance) upon each stock exchange, if any, on which the Common Stock
     shares may then be listed and (iii) all other applicable laws, regulations,
     rules and orders which may then be in effect.

     Subject to the foregoing provisions of this Section 4 and the other
provisions of the Plan, any stock option granted under the Plan may be subject
to such restrictions and other terms and conditions if any, as shall be
determined, in its discretion, by the Committee and set forth in the agreement
referred to in Section 4(F), or an amendment thereto.

                                   SECTION 5

                     Adjustment and Substitution of Shares

     If a dividend or other distribution shall be declared upon the Common Stock
payable in shares of the Common Stock the number of shares of the Common Stock
set forth in Section 3, the number of shares of the Common Stock then subject to
any outstanding stock options and the number of shares of the Common Stock which
may be issued or delivered under the Plan but are not then subject to
outstanding stock options shall be adjusted by adding thereto the number of
shares of the Common Stock which would have been distributable thereon if such
shares had been outstanding on the date fixed for determining the stockholders
entitled to receive such stock dividend or distribution.

     If the outstanding shares of the Common Stock shall be changed into or
exchangeable for a different number or kind of shares of stock or other
securities of the Company or another corporation, whether through
reorganization, reclassification, recapitalization, stock split-up, combination
of shares, merger or consolidation, then there shall be substituted for each
shares of the Common Stock set forth in Section 3, for each share of the Common
Stock subject to any then outstanding stock option, and for each share of the
Common Stock which may be issued or delivered under the Plan but which is not
then subject to any outstanding stock option, the number and kind of shares of
stock or other securities into which each outstanding share of the Common Stock
shall be so changed or for which each such share shall be exchangeable.

     In case of any adjustment or substitution as provided for in this Section
5, the aggregate option price for all shares subject to each then outstanding
stock option prior to such adjustment or substitution shall be the aggregate
option price for all shares of stock or other securities (including any
fraction) to which such shares shall have been adjusted or which shall have been
substituted for such shares.  Any new option price per share shall be carried to
at least three decimal places with the last decimal place rounded upwards to the
nearest whole number.

     No adjustment or substitution provided for in this Section 5 shall require
the Company to issue or deliver or sell a fraction of a share or other security.
Accordingly, all fractional shares or other securities which result from any
such adjustment or substitution shall be eliminated and not carried forward to
any subsequent adjustment or substitution.


                                   SECTION 6

         Effect of the Plan on the Rights of Company and Stockholders

     Nothing in the Plan, in any stock option granted under the Plan, or in any
stock option agreement shall confer any right to any person to continue as a
Director of the company or interfere in any way with the rights of the
stockholders of the Company or the Board of Directors to elect and remove
Directors.

                                   SECTION 7

                           Amendment and Termination

     The right to amend the Plan at any time and from time to time and the right
to terminate the Plan at any time are hereby specifically reserved to the Board;
provided always that no such termination shall terminate any outstanding stock
options granted under the Plan; and provided further that no amendment of the
Plan shall (a) be made without stockholder approval if stockholder approval of
the amendment is at the time required for stock options under the Plan to
qualify for the exemption from Section 16(b) of the 1934 Act provided by Rule
16b-3 or by the rules of the NASDAQ National Market System or any stock exchange
on which the Common Stock may then be listed, (b) amend more than once every six
months the provisions of the Plan relating to the selection of the Directors to
whom stock options are to be granted, the timing of such grants, the number of
shares subject to any stock option, the exercise price of any stock option, the
periods during which any stock option may be exercised and the term of any stock
option other than to comport with changes in the Code or the rules and
regulations thereunder or (c) otherwise amend the Plan in any manner that would
cause stock options under the Plan not to qualify for the exemption provided by
Rule 16b-3.  No amendment or termination of the Plan shall, without the written
consent of the holder of a stock option theretofore awarded under the Plan,
adversely affect the rights of such holder with respect thereto.

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     Notwithstanding anything contained in the preceding paragraph or any other
provision of the Plan or any stock option agreement, the Board shall have the
power to amend the Plan in any manner deemed necessary or advisable for stock
options granted under the Plan to qualify for the exemption provided by Rule
16b-3 (or any successor rule relating to exemption from Section 16(b) of the
1934 Act), and any such amendment shall, to the extent deemed necessary or
advisable by the Board, be applicable to any outstanding stock options
theretofore granted under the plan notwithstanding any contrary provisions
contained in any stock option agreement.  In the event of any such amendment to
the Plan, the holder of any stock option outstanding under the Plan shall, upon
request of the Committee and as a condition to the exercisability of such
option, execute a conforming amendment in the form prescribed by the Committee
to the stock option agreement referred to in Section 4(F) within such reasonable
time as the Committee shall specify in such request.


                                   SECTION 8

                      Effective Date and Duration of Plan

     The effective date and date of adoption of the Plan shall be July 1, 1991,
the date of adoption of the Plan by the Board, provided that on or prior to June
30, 1992 such adoption of the Plan by the Board is approved by the affirmative
vote of the holders of at least a majority of the outstanding shares of voting
stock of the company represented in person or by proxy at a duly called and
convened meeting of such holders.  Notwithstanding any other provisions
contained in the Plan, no stock option granted under the Plan may be exercised
until after such stockholder approval.  No stock option may be granted under the
Plan subsequent to June 30, 2006.
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