<PAGE>   1
                                                                    EXHIBIT 2.7


Hugh M. Ray
State Bar No. 16611000
J. Van Oliver
State Bar No. 15258700
ANDREWS & KURTH L.L.P.
3700 Bank One Center, 1717 Main Street
Dallas, Texas 75201a
Telephone: (214) 659-4400
Telecopier: (214) 659-4401
ATTORNEYS FOR CREDITORS COMMITTEE

                      IN THE UNITED STATES BANKRUPTCY COURT
                       FOR THE NORTHERN DISTRICT OF TEXAS
                                 DALLAS DIVISION

IN RE:                                  (
                                        (
NATIONAL ENERGY GROUP, INC.             (        CASE NO. 98-80258-HCA-11
and BOOMER MARKETING CORPORATION        (        (JOINTLY ADMINISTERED)
                                        (
DEBTOR                                  (
                                        (
                                        (

                     PLAN OF REORGANIZATION SUBMITTED BY THE
                    OFFICIAL COMMITTEE OF UNSECURED CREDITORS


Dated: February 28, 2000
       Dallas, Texas

<PAGE>   2

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

<S>          <C>                                                               <C>
ARTICLE I.   DEFINITIONS ...................................................... 1

ARTICLE II.  CLASSIFICATION AND IDENTIFICATION OF IMPAIRMENT
             OF CLAIMS AND INTERESTS .......................................... 10

    2.1     Administrative Expense Claims ..................................... 10
    2.2     Professional Compensation, Reimbursement Claims and Administrative
            Claims Bar Date ................................................... 10
    2.3     Priority Tax Claims ............................................... 11
    2.4     Statutory Fees Due the United States Trustee ...................... 11
    2.5     Involuntary Gap Claims ............................................ 11
    2.6     Cancellation of Warrants .......................................... 11
    2.7     The Classes of Claims and Equity Interest in the Debtors .......... 11

ARTICLE III. TREATMENT OF CLASSES OF CLAIMS AND EQUITY INTEREST ............... 11

    3.1     CLASS 1   Other Priority Claims: .................................. 11
    3.2     Class 2   Secured Arnos Claim ..................................... 12
    3.3     Class 3   Other Secured Claims: ................................... 12
    3.4     Class 4   Convenience Claims: ..................................... 13
    3.5     Class 5   Trade Claims (General Unsecured Claims): ................ 13
    3.6     Class 6   Note Claims: ............................................ 14
    3.7     Class 7   NEG Preferred Stock: .................................... 15
    3.8     Class 8   NEG Common Stock: ....................................... 15

ARTICLE IV.  TREATMENT OF IMPAIRED CLASSES OF CLAIMS AND INTERESTS ............ 15

    4.1     Voting of Claims and Equity Interests ............................. 15
    4.2     Nonconsensual Confirmation ........................................ 15
    4.3     Method of Distributions Under the Plan ............................ 16
    4.4     Objections to and Resolution of Administrative Expense
            Claims, Claims and Equity Interests ............................... 17
    4.5     Record Date for Distributions to Holders of Notes ................. 18
    4.6     Fees and Expenses of Norwest Trust ................................ 18
    4.7     Waiver of Subordination ........................................... 18
</TABLE>


                                       -i-

<PAGE>   3
<TABLE>
<S>          <C>                                                                <C>
ARTICLE V.    TREATMENT OF EXECUTING CONTRACTS AND UNEXPIRED LEASES............ 19

    5.1      Assumption or Rejection of Executory Contracts
             and Unexpired Leases ............................................. 19
    5.2      Compensation and Benefit Programs ................................ 21

ARTICLE VI.   MEANS OF IMPLEMENTING THIS PLAN ................................. 21

    6.1      General .......................................................... 21
    6.2      Meetings of Stockholders of Reorganized Debtors .................. 21
    6.3      Directors and Officers of the Reorganized Debtors ................ 21
    6.4      Confidentiality Agreements with Interested Third
             Party Purchasers.................................................. 22
    6.5      Court Approved Format to Sell Rights of Noteholders to Receive
             New NEG Common Stock ............................................. 22
    6.6      New Board of Directors ........................................... 22

ARTICLE VII.  MEANS OF EXECUTION OF THIS PLAN, CREATION OF THE CREDITORS TRUST,
              PROSECUTION OF CAUSES OF ACTION, AND DISTRIBUTION OF ANY CASH,
              TRUST ASSETS AND LITIGATION PROCEEDS ............................ 22

    7.1      Orderly Prosecution .............................................. 22


ARTICLE VIII. CONDITIONS PRECEDENT TO CONFIRMATION AND CONSUMMATION OF
              THE PLAN ........................................................ 27

    8.1      Conditions to Confirmation ....................................... 27
    8.2      Conditions to Effective Date ..................................... 27
    8.3      Waiver of Conditions ............................................. 27
    8.4      Cramdown ......................................................... 27

ARTICLE IX.   RETENTION OF JURISDICTION ....................................... 28

    9.1      Jurisdiction ..................................................... 28
    9.2      Examination of Claims ............................................ 28
    9.3      Determination of Disputes ........................................ 27
    9.4      Additional Purposes .............................................. 27
</TABLE>

                                      -ii-
<PAGE>   4

<TABLE>
<CAPTION>


<S>                                                                             <C>
ARTICLE X.    MISCELLANEOUS PROVISIONS ........................................ 29

   10.1     Amendment of the Plan ............................................. 29
   10.2     Revocation of Plan ................................................ 29
   10.3     Effective of Withdrawal or Revocation ............................. 29
   10.4     Effective of Withdrawal or Revocation ............................. 29
   10.5     Due Authorization By Creditors .................................... 29
   10.6     Implementation .................................................... 29
   10.7     Limitation of Liability in Connection with the Plan,
              Disclosure Statement and Related Documents and
              Related Indemnity: .............................................. 30
   10.8     Section Headings .................................................. 30
   10.9     Successors and Assigns. ........................................... 30
   10.10    Severability ...................................................... 30
   10.11    Recordable Order .................................................. 30

ARTICLE XI.   SIGNATURES ...................................................... 30
</TABLE>

                                      -iii-

<PAGE>   5



Hugh M. Ray
State Bar No. 16611000
J. Van Oliver
State Bar No. 15258700
ANDREWS & KURTH L.L.P.
3700 Bank One Center, 1717 Main Street
Dallas, Texas 75201a
Telephone: (214) 659-4400
Telecopier: (214) 659-4401
ATTORNEYS FOR CREDITORS COMMITTEE

                      IN THE UNITED STATES BANKRUPTCY COURT
                       FOR THE NORTHERN DISTRICT OF TEXAS
                                 DALLAS DIVISION

IN RE:                                  (
                                        (
NATIONAL ENERGY GROUP, INC.             (         CASE NO. 98-80258-HCA-11
and BOOMER MARKETING                    (         (Jointly Administered)
CORPORATION                             (
                                        (
        DEBTOR.                         (
                                        (

                     PLAN OF REORGANIZATION SUBMITTED BY THE
                    OFFICIAL COMMITTEE OF UNSECURED CREDITORS

         The Official Committee of Unsecured Creditors of National Energy Group,
Inc. and Boomer Marketing Corporation, proposes the following plan of
reorganization pursuant to section 1121 of the Bankruptcy Code (as defined
herein). Reference is made to the Disclosure Statement (as defined herein) for,
among other matters, a discussion of the Debtor's history and business
operations, financial information concerning the Debtor's results of operations
and a summary and analysis of this Plan.

                                   ARTICLE I.
                                  DEFINITIONS

         Unless the context otherwise requires, the following words and phrases
have the meanings set forth below when used in initially capitalized form in
this Plan. Words and phrases defined in the Bankruptcy Code and initially
capitalized but not otherwise defined in this Plan have the meanings set forth
in the Bankruptcy Code. In addition, the rules of construction contained in.
section 102 of the Bankruptcy Code apply to the construction of this Plan.

         1.1 Administrative Expense Claim means any right to payment
constituting a cost or expense of administration of any of the Chapter 11 Cases
under Sections 503(b) and 507(a)(l) of the

<PAGE>   6


Bankruptcy Code, including, without limitation, any actual and necessary costs
and expenses of preserving the estates of the Debtors, any actual and necessary
costs and expenses of operating the business of the Debtors, any indebtedness or
obligations incurred or assumed by the Debtors in Possession in connection with
the conduct of their business, including, without limitation, for the
acquisition or lease of property or an interest in property or the rendition of
services, all compensation and reimbursement of expenses to the extent Allowed
by the Bankruptcy Court under Sections 330 or 503 of the Bankruptcy Code and any
fees or charges assessed against the estates of the Debtors under Section 1930
of Chapter 123 of Title 28 of the United States Code.

         1.2 Administrative Claims Bar Date means with respect to an
Administrative Expense Claim, thirty (30) days after the Effective Date.

         1.3 Allowed means, with reference to any Claim or Equity Interest, (a)
any Claim against or Equity Interest in the Debtors which has been listed by the
Debtors in their Schedules, as such Schedules may be amended by the Debtors from
time to time in accordance with Bankruptcy Rule 1009, as liquidated in amount
and not disputed or contingent and for which no contrary proof of Claim or
Equity Interest has been filed, (b) any Claim or Equity Interest Allowed
hereunder, (c) any Claim or Equity Interest which is not Disputed, or (d) any
Claim or Equity Interest which, if Disputed, (i) as to which, pursuant to the
Plan or a Final Order of the Bankruptcy Court, the liability of the Debtors and
the amount thereof are determined by a Final Order of a court of competent
jurisdiction other than the Bankruptcy Court, or (ii) has been Allowed by Final
Order; provided, however, that any Claim or Equity Interest allowed solely for
the purpose of voting to accept or reject the Plan pursuant to a Final Order of
the Bankruptcy Court shall not be considered an "Allowed Claim" or "Allowed
Equity Interest" hereunder. Unless otherwise specified herein or by Final Order
of the Bankruptcy Court, "Allowed Administrative Expense Claim," "Allowed
Claim," or "Allowed Equity Interest" shall not, for purposes of computation of
distributions under the Plan, include interest on such Administrative Expense
Claim, Claim or Equity Interest from and after the Commencement Date.

         1.4 Amended NEG Certificate of Incorporation means the amended and
restated Bylaws of Reorganized National Energy Group, that are approved pursuant
to this Plan and shall go into effective on the Effective Date.

         1.5 Amended NEG Bylaws means the amended and restated Bylaws of
Reorganized National Energy Group, Inc., which shall be in substantially the
form contained in the Plan Supplement.

         1.6 Arnos or Arnos Corp. mean Arnos Corporation, a Delaware
corporation.

         1.7 Arnos Escrow Funds proposes the $9.65 million deposit and in escrow
with Bank One, N.A. in accordance with the Bid Order, together with the
$61,250,0000 on deposit with the registry of the Court pursuant to the Court's
prior order directing such deposit be made by Monday, December 17, 1999.


                                       -2-
<PAGE>   7



         1.8 Arnos Group means those certain affiliates of Arnos Corp.,
including, but not limited to Robert Mitchell, Carl Icahn and entities
controlled directly or indirectly by Mr. Icahn.

         1.9 Arnos Secured Claim means the Claim asserted by Arnos Corp. with
respect to the Debtors' indebtedness to Arnos Corp.

        1.10 Ballot means the form distributed to each holder of an impaired
Claim or Equity Interest on which is to be indicated acceptance or rejection of
the Plan.

         1.11 Bankruptcy Code means Title 11 of the United States Code, as
amended from time to time, as applicable to the Chapter 11 Cases.

         1.12 Bankruptcy Court means the United States Bankruptcy Court for the
Eastern District of Louisiana having jurisdiction over the Chapter 11 Cases.

         1.13 Bankruptcy Rules means the Federal Rules of Bankruptcy Procedure
as promulgated by the United States Supreme Court under Section 2075 of Title 28
of the United States Code, and any Local Rules of the Bankruptcy Court.

         1.14 Bar Date means the deadline fixed by the Bankruptcy Court pursuant
to Bankruptcy Rule 3003(c)(3) for filing proofs of Claims or Interests, except
for Claims of governmental units under Bankruptcy Rule 3002(c)(1).

         1.15 Business Day means any day other than a Saturday, Sunday or any
other day on which commercial banks in New York, New York are required or
authorized to close by law or executive order.

         1.16 Cash means Cash of the Debtors, cash equivalents and other readily
marketable securities or instruments issued by a Person other than a Debtor,
including readily marketable direct obligations of the United States of America,
certificates of deposit issued by banks and commercial paper of any entity,
including interest accrued or earned thereon as determined by the Court at
Confirmation.

         1.17 Causes of Action means (a) all claims recoverable under Chapter 5
of the Bankruptcy Code, including, but not limited to, all claims assertable
under Sections 544,546,546,548 and 550 of the Bankruptcy Code, (b) all claims
owned by the Debtors pursuant to Section 541 of the Bankruptcy Code, including,
without limitation, any and all other actions, causes of action, liabilities,
obligations, rights, suits, debts, sums of money, damages, judgments, claims and
demands whatsoever, whether known or unknown, in law, equity or otherwise of the
Debtor, against third parties or otherwise on account of any indebtedness, and
(c) all other claims owed to or in favor of the Debtors to the extent not
specifically compromised and released pursuant to this Plan or an agreement
referred to or incorporated herein, including claims of NEG against present or
former officers, directors, accountants and other professionals. Such Causes of
Action will be preserved, retained and transferred to and owned thereafter by
the Creditors Trust for enforcement by the Creditors Trust on the Effective
Date.

                                       -3-
<PAGE>   8
         1.18 Chapter 11 Cases means the cases under Chapter 11 of the
Bankruptcy Code commenced by the Debtors, styled In re National Energy Group,
Inc., Chapter 11 Case No. 98-80258-A and In re Boomer Marketing, Inc., Case No.
98-80259, Jointly Administered, currently pending in the Bankruptcy Court.

         1.19 Claim means any right against the Debtor to (i) payments, whether
or not such right is reduced to judgment, liquidated, unliquidated, fixed,
contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured
or unsecured or (ii) an equitable remedy for a breach of performance, if the
breach would give rise to a right to payment, whether or not such right to an
equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured,
disputed, undisputed, secured or unsecured, or otherwise defined in the
Bankruptcy Code and which was timely filed in the Case by the Bar Date.

         1.20 Claimant means the holder of a Claim against either of the
Debtors.

         1.21 Claims Register shall mean the list of proofs of Claim prepared
and maintained by the Clerk of the Bankruptcy Court.

         1.22 Class means a category of holder of Claims or Equity Interests as
set forth in Article III of the Plan.

         1.23 Common Stock means the outstanding common stock of NEG.

         1.24 Confirmation Date means the date on which the Clerk of the
Bankruptcy Court enters the Confirmation Order on the docket.

         1.25 Confirmation Hearing means the hearing held by the Bankruptcy
Court enters the Confirmation Order on the docket.

         1.26 Confirmation Order means the Final Order of the Bankruptcy Court
confirming the Plan pursuant to Section 1129 of the Bankruptcy Code.

         1.27 Convenience Claim means a General Unsecured Creditor Claim in an
Allowed Amount of $1,000 or less or a claim in a greater filed or scheduled
amount of the holder which agrees to reduce such creditor to $1,000 by so
indicating on the Bank for noting on the Plan.

         1.28 Creditors' Committee means the statutory committee of unsecured
creditors appointed in the Chapter 11 Cases pursuant to Section 1102 of the
Bankruptcy Code.

         1.29 Debtors: National Energy Group, Inc. and Boomer Marketing
Corporation.

         1.30 Debtors in Possession means the Debtors in their capacity as
debtors in possession in the Chapter 11 Cases pursuant to Sections 1101,
1107(a) and 1108 of the Bankruptcy Code.


                                      -4-
<PAGE>   9


         1.31 Debtors' Schedules means the Schedules of Assets and Liabilities,
Statement of Financial Affairs and Statement of Executory Contracts, as each may
be amended, filed by the Debtors with the Bankruptcy Court in accordance with
Section 521(1) of the Bankruptcy Code.

         1.32 Disclosure Statement means the Disclosure Statement filed by the
Creditors' Committee under section 1125 of the Bankruptcy Code to accompany this
Plan, as amended or modified from time to time in accordance with the provisions
of the Bankruptcy Code and Bankruptcy Rules.

         1.33 Disputed means the portion (including, when appropriate, the
whole) of any Claim as to which: (a) a proof of Claim has been or been deemed
timely and properly filed under applicable law or Final Order of the Bankruptcy
Court, (b) an objection, motion to estimate, or complaint to determine the
validity, priority or extent of any Lien asserted by the claimant with respect
to the Claim has been timely filed; and (c) such objection, motion or complaint
has not been withdrawn or granted, denied or otherwise determined by Final
Order. Before the time that such an objection, motion or complaint has been
filed, a Claim shall be considered Disputed (w) to the extent, if any, that the
amount of the Claim specified in a proof of Claim exceeds the amount of any
corresponding Claim scheduled by the Debtors in their Schedules; (x) in its
entirety, if any corresponding Claim scheduled by the Debtors has been scheduled
as disputed, contingent or unliquidated in the Schedules; (y) in its entirety,
if any corresponding Claim scheduled by the Debtors in their Schedules places
the Claim in a separate classification from that asserted in a proof of Claim,
or (z) in its entirety, if no corresponding Claim has been scheduled by the
Debtors in their Schedules.

         1.34 Disputed Claim means a claim against a Debtor (a) as to which an
objection has been filed on or before the deadline for objecting to a claim by
the Debtor or any party in interest in and which objection has not been
withdrawn or resolved by entry of a Final Order, (b) a Claim that has been
asserted in an amount greater than that listed in the Debtors' Schedules as
liquidated in an amount and not disputed or contingent, or (c) that the Debtors'
Schedules list as contingent, unliquidated or disputed.

         1.35 Disputed Claim Amount means the higher of the amount set forth in
the proof of Claim or listed on the Schedules relating to a Disputed Claim;
provided, however, if a Disputed Claim is estimated for allowance purposes under
Section 502 (c) of the Bankruptcy Code, the amount so estimated pursuant to
Final Order of the Bankruptcy Court shall be the Disputed Claim Amount.

         1.36 Disputed Claims Reserve means a segregated account to be held in
trust by the Debtor for the benefit of holders of Disputed Claims in accordance
with the provisions of Article IV of the Plan.

         1.37 Effective Date means the first Business Day on which the
conditions specified in the Plan have been satisfied, or waived in accordance
with the Plan.


                                      -5-
<PAGE>   10


         1.38 Equity Interest means any share of common stock or other
instrument evidencing an ownership interest in any of the Debtors, whether or
not transferable, and any option, warrant or right, contractual or otherwise, to
acquire any such interest.

         1.39 Estates means the Debtors' Chapter 11 bankruptcy estates.

         1.40 Executory Contract means an unexpired lease or executory contract,
within the meaning of section 365 of the Bankruptcy Code, in effect between or
among the Debtors and any other Persons as of the Petition Date.

         1.41 Final Order means an order of the Bankruptcy Court or any other
court of competent jurisdiction that has been entered on the docket of the
Bankruptcy Court or such other court for ten (10) or more days and that is not
then stayed or reversed.

         1.42 General Unsecured Claim means any Unsecured Claim other than a
Convenience Claim.

         1.43 Initial Distribution Date means the date that is thirty (30) days
subsequent to the Effective Date, or within ten (10) days thereof.

         1.44 Intercompany Claim means any Claim asserted against each other by
either of the Debtors.

         1.45 Interpretation; Application of Definitions and Rules
of Construction. Wherever from the context it appears appropriate, each term
stated in either the singular or the plural shall include both the singular and
the plural and pronouns stated in the masculine, feminine or neuter gender shall
include the masculine, feminine and neuter. Unless otherwise specified, all
section, article, schedule or exhibit references in the Plan are to the
respective Section in, Article of, Schedule to, or Exhibit to, the Plan. The
words "herein," "hereof," "hereto," "hereunder" and other words of similar
import refer to the Plan as a whole and not to any particular section,
subsection or clause contained in the Plan. The rules of construction contained
in Section 102 of the Bankruptcy Code shall apply to the construction of the
Plan. A term used herein that is not defined herein, but that is used in the
Bankruptcy Code, shall have the meaning ascribed to that term in the Bankruptcy
Code. The headings in the Plan are for convenience of reference only and shall
not limit or otherwise affect the provisions of the Plan.

         1.46 Involuntary Gap Claim means any Unsecured Claim or Trade Claim
entitled to priority and payment under Section 507(a)(2) of the Bankruptcy Code
for the period December 4, 1998 through February 12, 1999.

         1.47 Lien shall have the meaning set forth in Section 101 of the
Bankruptcy Code.

         1.48 Mineral Leases means any agreement pursuant to which NEG, as
lessee, has been granted the right to explore for and produce oil, gas or other
minerals.


                                      -6-
<PAGE>   11


         1.49 NEG Preferred Stock means collectively the series of preferred
stock of NEG issued and outstanding by NEG as of the Petition Date, as defined
hereinafter.

         1.50 New NEG Common Stock means the common stock of Reorganized NEG
authorized and to be issued pursuant to the Plan. The New NEG Common Stock shall
have a par value of $.01 per share and such rights with respect to dividends,
liquidation, voting and other matters as are provided for by applicable
nonbankruptcy law or in the Amended NEG Certificate of Incorporation and the
Amended NEG Bylaws.

         1.51 NOL: Net operating losses of NEG.

         1.52 Note Claim means the holder of a Claim based upon holdings
of Notes.

         1.53 Note Indentures means those Indenture relating to the 10 3/4%
Series A, B, C and D Notes, of which Norwest Bank, N.A. or any affiliate
thereof acts as an indenture trustee, and all successors thereto.

         1.54 Notes means that certain Series A of Senior Notes issued in
November, 1996 in the aggregate principal amount of $100 million accruing
interest at 10 3/4% and all such Notes issued in August, 1997 in the aggregate
principal amount of $65.0 million and accruing interest thereon, together with
the Series D Notes issued in December, 1997 for Series A, B, and C Notes which
bear interest at 10 3/4% and mature November 1, 2006.

         1.55 Noteholders means holders of any Notes that were outstanding on
the Petition Date.

         1.56 Office Lease means the Debtors' non-residential leases of real
property for office space located at 1400 One Energy Square, 4925 Greenville
Avenue, Dallas, Texas 75206.

         1.57 Oil and Gas Purchase Contracts means any agreement pursuant to
which either of the Debtors has agreed with a third party for the purchase and
sale of oil and/or gas produced from designated leases, fields or areas, and
which sets forth the terms and conditions of purchase and sale.

         1.58 Operating Assets means the furniture, fixtures and equipment
located at the office leave on the Petition Date.

         1.59 Other Priority Claim means any Claim, other than an Administrative
Expense Claim or a Priority Tax Claim, entitled to priority in right of payment
under Section 507(a) of the Bankruptcy Code.

         1.60 Person means an individual corporation, partnership, limited
liability company, association, joint-stock company, joint venture, estate,
trust, unincorporated organization, government, governmental unit or any
political substitution thereof.

         1.61 Petition Date means December 4, 1998, the date on which certain
bondholders filed an Involuntary Petition in Bankruptcy Court against NEG in
this Court



                                      -7-
<PAGE>   12


         1.62 Plan means this Chapter 11 Creditor's Committee plan of
reorganization for NEG, including, without limitation, the Plan Supplement and
all exhibits, supplements, appendices and schedules hereto, either in its
present form or as the same may be altered, amended or modified from time to
time.

         1.63 Plan Supplement means the forms of documents specified in Article
__ of the Plan.

         1.64 Preferred Stock; Series B issued in June, 1994 and convertible
into NEG common Stock at conversion rate of 1.625 per share. As of October,
1997, 38,687 shares were outstanding.

         1.65 Preferred Stock Series C issued in June, 1995 and convertible into
NEG Common Stock at $2.00 per share. As of October, 1997, 23,000 shares were
outstanding.

         1.66 Preferred Stock Series D: Issued in August, 1996, convertible into
Common Stock at a rate of $2.25 per share.

         1.67 Preferred Stock Series E: Also issued in August 1996 and
convertible into Common Stock at the conversion price of $2.25 per share. As of
October 1997, 9,500 shares were outstanding.

         1.68 Prime Rate means the rate of interest charged by Bank One, N.A.,
to its best customers, as reported publicly.

         1.69 Priority Tax Claim means any Claim of a governmental unit of the
kind specified in Sections 502(i) and 507(a)(8) of the Bankruptcy Code.

         1.70 Pro Rata Share means a proportionate share, so that the ratio of
the consideration distributed on account of an Allowed Claim or Allowed Equity
Interest in a Class to the amount of such Allowed Claim or Allowed Equity
Interest is the same as the ratio of the amount of the consideration distributed
on account of all Allowed Claims or Allowed Equity Interests in such Class to
the amount of all Allowed Claims or Allowed Equity Interests in such Class.

         1.71 Purchase and Sale Agreement means that certain Purchase and Sale
Agreement between National Energy Group, Inc., as Seller and Arnos Corp., as
Buyer dated as of November 1, 1999, as amended and as described in Exhibit "A"
to the "Order Declaring Arnos Corporation and Exco as Respective High Bidder and
Back Up Bidder signed by the Court on November 10, 1999. ("Bid Order").

         1.72 Quarter means the period beginning on the Effective Date and
ending on the next of December 31, March 31, June 30 and September 30, and each
three month period thereafter.

         1.73 Record Date means the date the Bankruptcy Court enters the order
approving the Disclosure Statement

                                      -8-
<PAGE>   13


         1.74 Reorganized Debtors means Reorganized NEG and Reorganized Boomer.

         1.75 Reorganized NEG means NEG and Boomer Marketing Inc., or any
successor thereto by merger, consolidation or otherwise, on and after the
Effective Date.

         1.76 Reserve shall have the meaning set forth in Articles III and VII
of the Plan.

         1.77 Schedules means the schedules of assets and liabilities, the list
of holders of Equity Interests, and the statements of financial affairs filed by
the Debtors under Section 521 of the Bankruptcy Code and Bankruptcy Rule 1007,
and all amendments and modifications thereto through the Confirmation Date.

         1.78 SEC means the Securities and Exchange Commission.

         1.79 Secured Claim means any Claim, to the extent reflected in the
Schedules or a proof of Claim as being secured by a Lien or Security Interest
(whether consensual or otherwise), to the extent it is secured by a valid,
unavoidable Lien or Security Interest in Collateral, to the extent of the value
of the Estates' interest in such Collateral, as determined in accordance with
Section 506(a) of the Bankruptcy Code and taking into account any other Secured
Claims with respect to such Collateral not inferior in priority to such Secured
Claim, or, in the event that such Claim is subject to setoff under Section 553
of the Bankruptcy Code, to the extent of such setoff.

         1.80 Securities Act of 1933 means the Securities Act of 1933, as
amended, including all rules and regulations thereunder.

         1.81 Subsequent Distribution Date means the date or dates after the
Initial Distribution Date upon which the Reorganization Debtors make
distributions in accordance with and pursuant to the terms of the Plan.

         1.82 Surplus Distributions shall have the meaning set forth in Article
IV of the Plan.

         1.83 Tax Claims means a Claim by a governmental unit of the kind
specified in Section 507(a)(8) of the Bankruptcy Code.

         1.84 Trade Claim means an Unsecured Claim for goods, materials or
services provided to the Debtors or rendered to the Debtors in a ordinary course
of business prior to the Petition Date. A Trade Claim shall not include a Bond
Claim or a Rejection Claim.

         1.85 Unsecured Claim means any Claim that is not a Secured Claim,
Administrative Expense Claim, Priority Tax Claim, Other Priority Claim.

         1.86 Warrants means any warrants authorized, issued or outstanding to
purchase shares of Preferred Common Stock of the Debtors existing as of the
Petition Date.


                                      -9-
<PAGE>   14


         The words "herein", "hereof and "hereunder" and other words of similar
import refer to this Plan as a whole and not to any particular section,
subsection or cause contained in this Plan, unless the contest requires
otherwise. Whenever from the context it appears appropriate, each term stated in
either the singular or the plural includes both the singular and the plural, and
pronouns stated in the masculine, feminine or neuter gender include each of the
masculine, feminine and the neuter gender. The section headings contained in the
Plan are for reference purposes only and shall not affect in any way the
meaning or interpretation of the Plan. In this Plan, "including" means
"including without limitation."

         A term used in this Plan, not defined in this Plan and defined in the
Bankruptcy Code has the meaning assigned to it in the Bankruptcy Code. A term
used in this Plan, not defined in this Plan, not defined in the Bankruptcy Code
and defined in the Bankruptcy Rules has the meaning assigned to it in the
Bankruptcy Rules.

                                   ARTICLE II.
                      CLASSIFICATION AND IDENTIFICATION OF
                       IMPAIRMENT OF CLAIMS AND INTERESTS

         2.1 Administrative Expense Claims means except to the extent that any
entity entitled to payment of any Allowed Administrative Expense Claim has been
paid by the Debtors prior to the Effective Date or agrees to a different
treatment, each holder of an Allowed Administrative Expense Claim shall receive
Cash in an amount equal to such Allowed Administrative Expense Claim on the
later of the Effective Date and the date such Administrative Expense Claim
becomes an Allowed Administrative Expense Claim, or within ten (10) days
thereof; provided, that Allowed Administrative Expense Claims representing
liabilities incurred in the ordinary course of business by the Debtors in
Possession or liabilities arising under loans or advances to or other
obligations incurred by the Debtors in Possession, to the extent authorized and
approved by the Bankruptcy Court if such authorization and approval was
required under the Bankruptcy Code, shall be paid in full and performed by the
Reorganized Debtors in the ordinary course of business in accordance with the
terms and subject to the conditions of any agreements governing, instruments
evidencing or other documents relating to, such transactions.

         2.2 Professional Compensation, Reimbursement Claims and Administrative
Claims Bar Date means all entities, including without limitation, the
professionals employed by Court order and Norwest Bank & Trust Co., seeking an
award by the Bankruptcy Court of compensation for services rendered or
reimbursement of expenses incurred through and including the Effective Date
under Sections 503(b)(2), 503(b)(3), 503(b)(4) or 503(b)(5) of the Bankruptcy
Code or otherwise (a) shall file their respective final applications for
allowances of compensation for services rendered and reimbursement of expenses
incurred through the Effective Date by the date that is thirty (30 days after
the Effective Date ("Administrative Claims Bar Date") or such other date as may
be fixed by the Bankruptcy Court, and (b) if granted such an award by the
Bankruptcy Court, shall be paid in full, in Cash such amounts as are Allowed by
the Bankruptcy Court on the date such Administrative Expense Claim becomes an
Allowed Administrative Expense Claim, or within ten (10) days thereof.


                                      -10-
<PAGE>   15


         2.3 Priority Tax Claims means except to the extent that a holder of an
Allowed Priority Tax Claim has been paid by the Debtors prior to the Effective
Date or agrees to a different treatment, each holder of an Allowed Priority Tax
Claim shall receive Cash in an amount equal to such Allowed Priority Tax Claim
on the later of the Effective Date and the date such Priority Tax Claim becomes
an Allowed Priority Tax Claim, or within ten (10) days thereof.

         2.4 Statutory Fees Due the United States Trustee means pursuant to 28
U.S.C. Section 1930(a)(6), the statutory fees of the United States Trustee
shall be paid in Cash as such fees become due and payable.

         2.5 Involuntary Gap Claims. On the later of the Effective Date and the
date an Involuntary Gap Claim becomes an Allowed Involuntary Gap Claim, or with
ten (10) days thereof, and except to the extent a holder of an Allowed
Involuntary Gap Claim agrees to a different treatment of such claim, each holder
of an Allowed Involuntary Gap Claim shall receive cash in an amount equal to
such Allowed Involuntary Gap Claim.

         2.6 Cancellation of Warrants. Any and all warrants of the Debtors shall
be cancelled and be of no force and effect before and after the Effective Date.

         2.7 The Classes of Claims and Equity Interest in the Debtors are as set
forth below:


Class 1 -- Other Priority Claims                             Unimpaired
Class 2 -- Secured Arnos Claim                               Unimpaired
Class 3 -- Other Secured Claims                              Unimpaired
Class 4 -- Convenience Claims                                  Impaired
Class 5 -- General Unsecured Trade Claims                      Impaired
Class 6 -- Note Claims                                         Impaired
Class 7 -- NEG Preferred Stock (Series, B, C, D and E)         Impaired
Class 8 -- NEG Common Stock                                    Impaired


                                  ARTICLE III.
               TREATMENT OF CLASSES OF CLAIMS AND EQUITY INTEREST



         3.1 CLASS 1 - OTHER PRIORITY CLAIMS:

         (a) Impairment and Voting. Class 1 is unimpaired by the Plan.
Each holder of an Allowed Other Priority Claim is deemed to have accepted the
Plan and is not entitled to vote to accept or reject the Plan.


                                      -11-
<PAGE>   16


         (b) Treatment. Except to the extent that a holder of an Allowed Other
Priority Claim has been paid by the Debtors prior to the Effective Date or
agrees to a different treatment, each holder of an Allowed Other Priority Claim
shall receive Cash in an amount equal to such Allowed Other Priority Claim on
the later of the Effective Date and the date such Other Priority Claim becomes
an Allowed Other Priority Claim, or within ten (10) days thereof.

         3.2 CLASS 2 - SECURED ARNOS CLAIM:

         (a) Impairment and Voting. Class 2 is unimpaired by the Plan. The Arnos
Claim is not entitled to vote to accept or reject the Plan.

         (b) Treatment. The remaining unpaid portion of Arnos Secured Claim that
equals the accrued interest due thereon from December 1, 1999 through December
13, 1999 will be paid in full on the later of the Effective Date, the date that
the Arnos Secured Claim becomes an Allowed Claim, or within ten (10) days
thereafter.

         3.3 CLASS 3 - OTHER SECURED CLAIMS:

         (a) Impairment and Voting. Class 3 Other Secured Claims are not
impaired and are not entitled to vote to accept or reject the Plan.

         (b) Treatment. At the option of the Creditors Committee or Creditors
Trust, as the case may be, Allowed Other Secured Claims will be satisfied in one
of the following manners:

                  (i) notwithstanding any contractual provisions or applicable
         laws that entitle the holder of an Other Secured Claim to demand or
         receive accelerated payment after the occurrence of a default, the
         legal, equitable and contractual rights to which the Claim entitles the
         holder thereof will be left unaltered and unimpaired. If applicable,
         any defaults that occurred before or after the Petition Date, other
         than defaults of the kind specified in Section 365(b)(2) of the
         Bankruptcy Code, will be cured on the Effective Date or as soon
         thereafter as is practicable; the maturity of such Claim shall be
         reinstated as it existed before such default; and the holder of such
         Claim shall be compensated for any damages incurred as a result of its
         reasonable reliance on such contractual provision or applicable law. In
         the alternative, at the option of the Creditors Committee or Creditors
         Trust, as the case may be, any Allowed Other Secured Claim may be
         satisfied in cash on the later of the Effective Date and the date such
         Claim is Allowed, or as soon thereafter as is practicable, in an amount
         equal to the Allowed Claim, provided that the aggregate amount of all
         Other Secured Claims which the Creditors Committee and Creditors Trust
         elect to satisfy in such manner shall not exceed $200,000 without the
         consent of the Creditors' Committee;

                  (ii) the collateral securing a particular Allowed Other
         Secured Claims will be abandoned to the holder of the Claim on the
         Effective Date or as soon thereafter as is practicable;


                                      -12-
<PAGE>   17


                  (iii) the Allowed Other Secured Claim will be paid in full in
         annual installments equal to the net cash flow attributable to the
         collateral which secures the Claim commencing on the first anniversary
         of the Effective Date, with final payment of all then-remaining amounts
         on the tenth anniversary of the Effective Date, with simple interest
         from the later of the Effective Date and the date such Claim is Allowed
         at the rate in effect under 26 U.S.C. Section 6621(b)(3) on the
         Confirmation Date unless the Bankruptcy Court determines that a
         different rate of interest should be used; or

                  (iv) such other treatment as the holder of the Other Secured
         Claim and the Creditors Committee or Creditors Trust, as the case may
         be, may otherwise agree.

                  Pursuant to Section 1111(b) of the Bankruptcy Code, if the
         Creditors Trust or Creditors' Committee elects to retain in the
         Creditors Trust or the Reorganized Debtor the collateral securing a
         non-recourse Other Secured Claim which is an Allowed Claim (and
         assuming the value of such collateral is not inconsequential), the
         holder of such Claim will be entitled to be treated as the holder of
         (x) an Other Secured Claim in an amount equal to the value of the
         Estate's interest in such collateral and (y) a General Unsecured Claim
         in an amount equal to the difference, if any, between the value of the
         Estate's interest in such collateral and the amount of such Allowed
         Claim, unless the application of Section 1111(b)(2) of the Bankruptcy
         Code is elected.

         3.4 CLASS 4 - CONVENIENCE CLAIMS:

         (a) Impairment and Voting. Class 4 is unimpaired by the Plan. Each
holder of an Allowed Convenience Claim is unimpaired and is not entitled to vote
to accept or reject the Plan.

         (b) Treatment. Except to the extent that an Allowed Convenience Claim
has been paid by the Debtors prior to the Effective Date or agrees to a
different treatment, each holder of an Allowed Convenience Claim as of the
Record Date shall receive Cash in an amount equal to 90% of such Allowed
Convenience Claim on the later of the Effective Date and the date such Allowed
Convenience Claim becomes an Allowed Convenience Claim, or within ten (10) days
thereof.

         3.5 CLASS 5 - TRADE CLAIMS (GENERAL UNSECURED CLAIMS):

         (a) Impairment and Voting. Class 5 is impaired by the Plan. Each
holder of an Allowed General Unsecured Claim (excluding Notes) is entitled to
vote to accept or reject the Plan.

         (b) Treatment. To the extent that holders of Allowed Trade Claims total
in the aggregate less than $1.5 million, then each holder of an Allowed Trade
Claim shall receive a Pro Rata Share equal to 70% of each such Allowed Trade
Claim; provided, however to the extent that the aggregate of Allowed Trade
Claims exceed $1.5 million, then such Class 5 Trade Claims shall be treated as
part of Class 6 Note Claims under Section 3.6 hereof.



                                      -13-
<PAGE>   18



         3.6 CLASS 6 - NOTE CLAIMS:

         (a) Impairment and Voting. Class 6 is impaired by the Plan. Each
Noteholder is entitled to vote to accept or reject the Plan.

         (b) Treatment. The Allowed Note Claims shall be the primary beneficiary
of the Creditors Trust. The Creditors Trust shall utilize the Cash, Arnos Escrow
Funds and any Proceeds recovered from prosecution of the Causes of Action
("Litigation Proceeds"), together with any proceeds received from the
liquidation of miscellaneous assets of the Debtor, to pay in the order of their
priority, Allowed Administrative Claims, Allowed Priority Claims, Allowed
Priority Non-Tax Claims, Allowed Convenience Claims, Allowed Other Secured
Claims and the Allowed Arnos Secured Claim ("Superior Claims"). After
establishing a sufficient reserve to cover Dispute Claims and an administrative
reserve to insure the continued viability and operation of the Trust, the
Creditor Trust shall make the Initial Distribution and any Subsequent
Distribution and Surplus Distribution to Norwest Bank, N.A., the Note Indenture
Trustee, which, in turn, shall immediately distribute such proceeds to the
holders of Allowed Note Claims on a Pro-Rata basis.

         (c) Additional Consideration to Class 6 Claims. In order to maximize
the recovery of Allowed Class 6 Note Claims, the Creditors Committee shall have
the right for a period of thirty (30) days following the latter of the entry
date of the Confirmation Order or the Effective Date, within which to dispose of
the remaining assets of the Debtors not otherwise specifically dealt with
herein, including, but not limited to, the corporate entity itself, goodwill,
net operating losses, Office Lease, furniture fixtures and equipment,
miscellaneous oil and gas assets (collectively the "Remaining Assets") in one of
two manners:

                  (i) First, to cause such Remaining Assets to be transferred,
         conveyed and assigned to the Creditors Trust for its liquidation, with
         the resulting proceeds to be distributed in accordance with the other
         provisions of this Plan. In that event, the Debtors shall be considered
         to be in the mode of a liquidation or be winding up their corporate
         affairs. To the extent necessary, the Creditors Committee may appoint
         one or more individuals, persons or entities to assume control of the
         winding up of the corporate affairs of the Debtors, including the
         Trustee of the Creditors Trust.

                  (ii) Second, and alternatively, the Creditors Committee may
         elect, within the above-described period of time, to cause the
         Reorganized Debtor to distribute to each holder of an Allowed Note
         Claim, determined as of the Record Date, such shares of Additional
         Common Stock as shall equal, in the sole discretion of the Creditors
         Committee, between 49% and 95% of then issued and outstanding Common
         Stock of the Reorganized Debtors, determined as of the Effective Date
         on a fully diluted basis (calculated after giving effect to the
         conversion of all series of Preferred Stock into Common Stock, as
         provided herein). To the extent that such distributions are, in fact,
         made, they shall be to the holders of Allowed Note Claims determined as
         of the Record Date and mailed to their addresses as they appear in the
         records of the Trustee under the Note Indenture. Prior to such
         distributions of Additional Common Stock, the Creditors Committee may
         sell, assign, or otherwise convey either the Remaining Assets or the
         rights to receive such Additional Common Stock to a third party


                                      -14-
<PAGE>   19


         or parties. The resulting proceeds received from the sale of such
         rights or Remaining Assets, as the case may be, shall be distributed by
         the Creditors Trust in accordance with the other terms of the Plan.

         (d) Right to Appoint Board of Directors. For a period of two years
after the Effective Date, the Creditors Committee, if then acting, and, if not,
then the Trust Committee or, in the alternative, if the Creditors Committee has
elected to issue Additional Common Stock to the holders of Allowed Senior Note
Claims or to sell such related rights to a third party or parties, then the
Creditors Committee or such third party or parties shall respectively have the
right to appoint all members of the Board of Directors of the reorganized
Debtors for such period of time.

         3.7 CLASS 7 - NEG PREFERRED STOCK:

         (a) Impairment and Voting. Class 7 is impaired by the Plan. Each holder
of Series B-E of NEG Preferred Stock is deemed to have rejected the Plan and
shall not be entitled to vote to support or reject the Plan.

         (b) Treatment. As of the Effective Date, each holder of NEG Preferred
Stock as of the Record Date shall be deemed to have converted their holdings of
Preferred Stock into NEG Common Stock on the assumed basis of NEG's Common Stock
being traded at 25 cents a share immediately prior to such conversion.

         3.8 CLASS 8 - NEG COMMON STOCK:

         (a) Impairment and Voting. Class 8 is impaired by the Plan. Each holder
NEG Common Stock is deemed to have rejected the Plan and is not entitled to vote
to accept or reject the Plan.

         (b) Treatment. Each holder of Common Stock as of the Record Date shall
retain its Common Stock in NEG.

                                   ARTICLE IV.
              TREATMENT OF IMPAIRED CLASSES OF CLAIMS AND INTERESTS

         4.1 Voting of Claims and Equity Interests. Each holder of an Allowed
Claim in an impaired Class of Claims shall be entitled to vote separately to
accept or reject the Plan as provided in such Final Order as is entered by the
Bankruptcy Court establishing certain procedures with respect to the
solicitation and tabulation of votes to accept or reject the Plan, or in any
other Final Order of the Bankruptcy Court.

         4.2 Nonconsensual Confirmation. If any impaired Class of Claims
entitled to vote shall not accept the Plan by the requisite statutory majorities
provided in Sections 1126(c) or 1126(d) of the Bankruptcy Code, as applicable,
the Creditors Committee reserves the right to amend the Plan or undertake to
have the Bankruptcy Court confirm the Plan under Section 1129(b) of the
Bankruptcy Code or both.

                                      -15-
<PAGE>   20

         4.3 Method of Distributions Under the Plan.

         (a) In General. Subject to Bankruptcy Rule 9010, all distributions
under the Plan shall be made by the Creditors Trust to the holder of each
Allowed Claim at the address of such holder as listed on the Schedules as of the
Record Date, unless the Creditors Trust has been notified in writing of a change
of address by such holder that provides an address for such holder different
from the address reflected on the Schedules (for holders of Allowed Claims). All
distributions under the Plan to holders of Notes with respect to their Allowed
Claims shall be made to Norwest Bank, N.A., indenture trustee of the Notes and
as disbursing agent for the holders of the Notes. Norwest Bank shall be entitled
to receive reasonable compensation for such efforts.

         (b) Distributions of Cash. Any payment of Cash made by the Creditors
Trust pursuant to the Plan shall be made, at the sole option of the Creditors
Trust, by check drawn on a domestic bank, wire transfer, or any other method
mutually agreeable between the Creditors Trust and the payee.

         (c) Timing of Distributions. Any payment or distribution required to be
made under the Plan on a day other than a Business Day shall be made on the next
succeeding Business Day.

         (e) Minimum Distributions. No payment of Cash less than one-hundred
dollars ($100.00) shall be made by the Creditors Trust to any holder of a Claim
unless a request therefor is made in writing to Creditors Trust.

         (f) Fractional Shares. No fractional shares of New NEG Common Stock or
Cash in lieu thereof shall be distributed under the Plan. When any distribution
on account of an Allowed Claim or Allowed Equity Interest pursuant to the Plan
would otherwise result in the issuance of a number of shares of New NEG Common
Stock that is not a whole number, the actual distribution of shares of New NEG
Common Stock shall be rounded as follows: (i) fractions of 1/2 or greater shall
be rounded to the next higher whole number, and (ii) fractions of less than 1/2
shall be rounded to the next lower whole number. The total number of shares
of New NEG Common Stock to be distributed to a Class of Claims or NEG Equity
Interests, as the case may be, shall be adjusted as necessary to account for the
rounding provided in this Section 4.3(f).

         (g) Distributions to Holders as of the Record Date. As of the close of
business on the Record Date, the claims register (for Claims) shall be closed,
and there shall be no further changes in the record holders of any Claims. The
Creditors' Trust and Reorganized Debtors shall have no obligation to recognize
any transfer of any Claims occurring after the Record Date. The Creditors' Trust
and Reorganized Debtors shall instead be entitled to recognize and deal for all
purposes under the Plan (except as to voting to accept or reject the Plan
pursuant to Section 4.1 of the Plan) with only those record holders stated on
either the Claims Register (for Claims) or Records of Norwest Bank, N.A. (for
Notes) as of the close of business on the Record Date.



                                      -16-
<PAGE>   21


         (h) Distribution Withheld for Disputed Claims.

                  (i) Establishment and Maintenance of Reserve. On the Initial
         Distribution Date and each Subsequent Distribution Date, the Creditors
         Trust shall reserve from the distributions to be made on such dates to
         the holders of Allowed Claims in a particular Class, an amount of Cash
         equal to 100% of the distributions to which holders of Disputed Claims
         in such Class would be entitled under the Plan as of such dates as if
         such Disputed Claims were Allowed Claims in their Disputed Claim
         Amounts (the "Reserve").

                  (ii) Cash Held in Reserve. Any dividends to be paid on with
         respect to NEG Claims held in the Reserve shall be deposited in a
         segregated bank account or accounts in the name of Creditors Trust and
         designated as held in trust for the benefit of holders of Disputed
         Claims to the extent such Disputed Claim is ultimately Allowed. Cash
         held in the Reserve shall not constitute property of the Reorganized
         Debtors. The Creditors Trust shall invest the Cash held in the Reserve
         in a manner consistent with investment guidelines, which investment
         guidelines shall be included in the Plan Supplement. The Creditors
         Trust shall pay, or cause to be paid, out of the funds held in the
         Reserve, any tax imposed on the Reserve by any governmental unit with
         respect to income generated by the property held in the Reserve. The
         yield earned on such invested Cash (net of applicable taxes) shall be
         held in trust for the benefit of holders of Disputed Claims to the
         extent such Disputed Claim is ultimately Allowed.

         (i) Distributions Upon Allowance of Disputed Claims. The holder of a
Disputed Claim that becomes an Allowed Claim subsequent to the Initial
Distribution Date shall receive distributions from the Reserve in accordance
with and pursuant to the terms of the Plan on the next Subsequent Distribution
Date selected by the Trust Committee during the Quarter that follows the Quarter
during which such Disputed Claim becomes an Allowed General Unsecured Claim
pursuant to a Final Order. Such distributions shall be made in accordance with
the Plan based upon the distributions that would have been made to such holder
under the Plan if the Disputed Claim had been an Allowed Claim on or prior to
the Effective Date, without any post-Effective Date interest thereon.

         (j) Surplus Distributions to Holders of Allowed General Unsecured
Claims. The following consideration shall constitute surplus distributions (the
"Surplus Distributions") pursuant to the Plan: (i) distributions under the Plan
to holders of Allowed Claims that are unclaimed for a period of one (1) year
after distribution thereof; and (ii) to the extent that a Disputed Claim is not
Allowed or becomes an Allowed Claim in an amount less than the Disputed Claim
Amount, the excess of the amount in the Reserve over the amount actually
distributed on account of such Disputed Claim. The Surplus Distributions shall
be distributed to the holders of Allowed Note Claims pursuant to the Plan;
provided, however, that the Creditors' Trust shall not be under any obligation
to make any Surplus Distributions on a Subsequent Distribution Date unless the
Cash to be distributed on a Subsequent Distribution Date aggregates $100,000 or
more, unless the distribution is the last distribution under the Plan.

         4.4 Objections to and Resolution of Administrative Expense Claims,
Claims and Equity Interests. Except as to applications for allowances of
compensation and reimbursement of


                                      -17-
<PAGE>   22



expenses under Sections 330 and 503 of the Bankruptcy Code, the Creditors
Committee or Creditors Trust shall have the exclusive right to make and file
objections to Administrative Expense Claims, Claims and Equity Interests
subsequent to the Confirmation Date. All objections shall be litigated to Final
Order; provided, however, that the Creditors Committee or Creditors Trust shall
have the authority to compromise, settle, otherwise resolve or withdraw any
objections, without approval of the Bankruptcy Court. Unless otherwise ordered
by the Bankruptcy Court, the Creditors Committee or Creditors Trust shall file
all objections to Administrative Expense Claims that are the subject of proofs
of Claim or requests for payment filed with the Bankruptcy Court (other than
applications for allowances of compensation and reimbursement of expenses),
Claims and Equity Interests and serve such objections upon the holder of the
Administrative Expense Claim, Claim or Equity Interest as to which the objection
is made as soon as is practicable, but in no event later than ninety (90) days
after the Effective Date or such later date as may be approved by the Bankruptcy
Court.

         4.5 Record Date for Distributions to Holders of Notes. At the close of
business on the Record Date, the transfer ledgers of Norwest Trust, as
indenture trustee, agent and servicer of the Notes, shall be closed and there
shall be no further changes in the record holders of the Notes. On or before the
Effective Date, Norwest Trust shall certify to the Creditors Trust or the
Reorganized Debtors the names and addresses of all holders of the Notes and the
face amount of the Notes held by them as of the Record Date. Norwest Trust, as
indenture trustee, agent and servicers of the Notes, and the Creditors Trust and
Reorganized Debtors shall have no obligation to recognize any transfer of Notes
occurring after the Record Date.

         4.6 Fees and Expenses of Norwest Trust. Notwithstanding anything to the
contrary contained in the Plan, any fees and expenses of Norwest Trust incurred
through the Effective Date with regard to any of the Notes, including reasonable
legal fees and expenses incurred in connection with the Chapter 11 Cases, as
determined by the Bankruptcy Court in accordance with the standard for allowance
and payment of such charges under the respective Note Indenture (and not with
reference to any "substantial contribution" or other standard applicable under
Bankruptcy Code Section 503(b)(3), (4) or (5) or otherwise), shall be paid in
full, in Cash as part of the Plan. As of the date hereof, Norwest Trust
estimates that its fees and expenses, including legal fees and expenses,
aggregate approximately $________.

         4.7 Waiver of Subordination. Subject to the provisions of this Plan,
the distributions to the holders of Notes shall not be subject to levy,
garnishment, attachment or other legal process by any holder of Senior
Indebtedness (as such term is defined in each of the Note Indentures) by reason
of claimed contractual subordination rights. On the Effective Date, all
creditors shall be deemed to have waived any and all contractual subordination
rights which they may have with respect to such distributions. The Bankruptcy
Court in the Confirmation Order shall permanently enjoin, effective as of the
Confirmation Date, all holders of Senior Indebtedness from enforcing or
attempting to enforce any such rights with respect to such distributions to the
subordinated creditors, including the holders of the Notes.


                                      -18-
<PAGE>   23


                                   ARTICLE V.
                        TREATMENT OF EXECUTING CONTRACTS
                              AND UNEXPIRED LEASES

         5.1 Assumption or Rejection of Executory Contracts and Unexpired
Leases.

         (a) Executory Contracts and Unexpired Leases. Pursuant to Sections
365(a) and 1123(b)(2) of the Bankruptcy Code, all executory contracts and
unexpired leases entered into prior to the Commencement Date that exist between
the Debtors and any person shall be assumed or rejected (as set forth below) by
the Debtors and/or Reorganized Debtors as of the Effective Date. Notwithstanding
anything contained herein to the contrary, any executory contract or unexpired
lease (i) which has been assumed pursuant to a Final Order of the Bankruptcy
Court entered prior to the Confirmation Date, (ii) which has been rejected
pursuant to a Final Order of the Bankruptcy Court entered prior to the
Confirmation Date, or (iii) as to which a motion for approval of the rejection
of such executory contract or unexpired lease has been filed prior to the
Confirmation Date shall be rejected or assumed in accordance with such motion or
Final Order. Subject to the immediately preceding sentence, the executory
contracts and unexpired leases described below and identified in Exhibits to the
Plan or Disclosure Statement shall be deemed to be, respectively, assumed or
rejected as follows:

                  (i) Joint Assumed Operating Agreements. Any Joint Operating
         Agreements not sold to Arnos Corp. under the Purchase and Sale
         Agreement shall be assumed and be rejected, as indicated in exhibits or
         pleadings filed with the Court prior to Confirmation. Subject to
         satisfactory agreement, regarding adequate assurance of future
         performance, all other Joint Operating or other similar Agreements that
         are not specifically listed in such exhibits or pleadings shall be
         deemed assumed.

                  (ii) Seismic Contracts. The Seismic Contracts specifically
         identified in Exhibit "A" shall be deemed rejected. All other Seismic
         Contracts shall be deemed assumed.

                  (iii) Oil and Gas Purchase Contracts. Any Oil and Gas Purchase
         Contracts not specifically identified and sold to Arnos Corp. under the
         Purchase and Sale Agreement shall be deemed rejected.

                  (iv) NEG Operating Agreements. All NEG Operating Agreements
         not sold to Arnos Corp. under the Purchase and Sale Agreement shall be
         deemed assumed or rejected depending on whether the Creditors Committee
         sells the Miscellaneous Asset and/or Class 6 Noteholders' rights to
         receive Additional Stock to a third party or parties.

                  (v) Office Leases. The Office Lease shall be deemed assumed or
         rejected depending on whether the Creditors Committee sells the
         Miscellaneous Asset and/or Class 6 Noteholders' rights to receive
         Additional Stock to a third party or parties.

                  (vi) Farmout Agreements, Easements, and Surface Rights. All
         Farmout Agreements, Easements, and Surface Rights, to the extent that
         they constitute executory


                                      -19-
<PAGE>   24



         contract and not sold to Arnos Corp. under the Purchase and Sale
         Agreement, shall be deemed assumed or rejected as indicated in the
         exhibits or pleadings filed by the Creditors Committee prior to the
         Confirmation Date.

                  (vii) Indemnification Agreements. All Indemnification
         Agreements of NEG shall be deemed rejected.

                  (viii) Notwithstanding the foregoing, any executory contract
         or unexpired lease not specifically rejected as heretofore provided
         (and not otherwise assumed or rejected), except as specifically
         identified in the exhibits or pleadings filed by the Creditors
         Committee prior to the Confirmation Date shall be deemed assumed.

                  (ix) To the extent that the holder of a Claim arising from the
         rejection of any contract, agreement or lease asserts a Secured Claim,
         the Debtors may file a motion under Section 506 of the Bankruptcy Code
         to limit the amount of such Secured Claim, an adversary proceeding to
         avoid the Security Interest taken for such Claim, and/or an objection
         to the Claim itself. To the extent such Claim is Unsecured, such Claim
         shall be treated as a General Unsecured Claim under Class 6 of the
         Plan.

                  (x) The listing of a document on exhibits or pleadings filed
         by the Debtors shall not constitute an admission by the Debtors or
         Reorganized Debtors that such document is an executory contract or an
         unexpired lease or that the Debtors or Reorganized Debtors have any
         liability thereunder.

         (b) Approval of Assumption or Rejection of Executory Contracts and
Unexpired Leases. Entry of the Confirmation Order shall constitute (i) the
approval, pursuant to Sections 365(a) and 1123(b)(2) of the Bankruptcy Code, of
the assumption of the executory contracts and unexpired leases assumed pursuant
to the Plan, (ii) the extension of time, pursuant to Section 365(d)(4) of the
Bankruptcy Code, within which the Debtors may assume or reject the unexpired
leases hereof through the date of entry of a Final Order approving the
assumption or rejection of such unexpired leases, and (iii) the approval,
pursuant to Sections 365(a) and 1123(b)(2) of the Bankruptcy Code, of the
rejection of the executory contracts and unexpired leases rejected pursuant to
the Plan.

         (c) Cure of Defaults. Except as may otherwise be agreed to by the
parties, within ninety (90) days after the Effective Date, the Reorganized
Debtors shall cure any and all undisputed defaults under any executory contract
or unexpired lease assumed pursuant to the Plan in accordance with Section
365(b)(l) of the Bankruptcy Code.

         (d) Bar Date for Filing Proofs of Claim Relating to Executory Contracts
and Unexpired Leases Rejected Pursuant to the Plan. Claims arising out of the
rejection of an executory contract or unexpired lease pursuant to the Plan must
be filed with the Bankruptcy Court and served upon the Debtors or Reorganized
Debtors, or as otherwise may be provided in the Confirmation Order, by no later
than thirty (30) days after the later of (i) notice of entry of an order
approving the rejection of such executory contract or unexpired lease, and (ii)
notice of entry of the Confirmation Order. Any Claims not filed within such time
will be forever barred from assertion against the Debtors, their



                                      -20-
<PAGE>   25


estates, the Reorganized Debtors and their property. Notwithstanding anything to
the contrary contained in the Plan, the Creditors Trust shall have until sixty
(60) days after a proof of Claim filed in accordance with this Article, to file
an objection to such Claim.

         5.2 Compensation and Benefit Programs. Except as otherwise provided in
the Plan, all employment and severance practices and policies, and all
compensation and benefit plans, policies, and programs of the Debtors applicable
to their directors, officers or employees, including, without limitation, all
savings plans, retirement plans, health care plans, severance benefit plans,
indemnity agreements, incentive plans, workers' compensation programs and life,
disability and other insurance plans are treated as executory contracts under
the Plan and are hereby rejected pursuant to Sections 365(a) and 1123 (b)(2) of
the Bankruptcy Code. Notwithstanding the foregoing, the "Stayput" Bonus and
Employee's Severance Programs approved by the Court by order dated September 7,
1999 shall be assumed and the benefits due thereunder shall be paid to the
designated recipients thereof by the Creditors' Trust. Any disputes as to the
entitlement to such payments by any employee shall be treated as a Disputed
Claim and resolved by the Court, after notice and hearing.

                                   ARTICLE VI.
                         MEANS OF IMPLEMENTING THIS PLAN

         6.1 General. On the Effective Date, the Management, Control and
Operation of the Reorganized Debtors shall become the general responsibility of
the Boards of Director of the Reorganized Debtors, who shall, thereafter, have
the responsibility for the management, control and operation of the Reorganized
Debtors.

         6.2 Meetings of Stockholders of Reorganized Debtors. In accordance with
the Amended NEG Certificate of Incorporation, the Amended NEG Bylaws, as the
same may be amended from time to time, the first annual meeting of the
stockholders of the Reorganized Debtors shall be held on a date in calendar year
2000 selected by the respective Board of Directors of the Reorganized Debtors,
and subsequent meetings of the stockholders of the Reorganized Debtors shall be
held at least once annually each year thereafter.

         6.3 Directors and Officers of the Reorganized Debtors.

         (a) Boards of Directors.

                  (i) Reorganized NEG. Unless the Creditors Committee decides in
         its discretion to liquidate the Remaining Assets or sell the Class 6
         Noteholder Rights to Remaining Additional stock to a third party or
         parties under Article V, the initial Board of Directors of Reorganized
         NEG shall consist of the following five individuals:

                  a. Katalin Kutasi
                  b. Joe Radecki
                  c. Darryl Schall
                  d. Peter Ehret
                  e. Chris Ryan



                                      -21-
<PAGE>   26
         6.4 Confidentiality Agreements with Interested Third Party Purchasers.

                  6.4.1 All Third Parties interested in purchasing the
         Noteholders' Rights to receive Additional Common Stock should execute a
         Confidentiality Agreement with the Committee. The Court shall approve
         the form of such Confidentiality Agreements and the Debtors will be
         third party beneficiaries.

                  6.4.2 The Debtors, senior management, accounting personnel,
         land, exploration, operating personnel shall make themselves available
         to answer questions of interested parties.

         6.5 Court Approved Format to Sell Rights of Noteholders to Receive
Additional NEG Common Stock.

         The Creditors Committee may submit to the Debtors a form of bid for the
sale of the rights of the Noteholders to receive Additional NEG Common Stock
under the Plan. Such a sale shall not include the rights of Noteholders as
beneficiaries under the Creditors Trust. The bid form shall contemplate a cash
and/or stock format.

         Sealed offers shall be received three days in advance of, and reviewed
by the Creditors Committee by the Effective Date. After evaluation by the
Creditors Committee and its consultants, the Creditors Committee may select the
highest and best offer and the bid deemed acceptable by the Creditors Committee
in its sole discretion. The holders of Notes designate the Creditors Committee
hereunder as their agent with full power of attorney and authority to negotiate
the sale of such rights to receive Additional NEG Common Stock to a high bidder.

         6.6 New Board of Directors. The new Board of Directors will be
appointed by the Creditors Committee in conjunction with the successor bidder,
if any, of the Noteholders Rights to receive Additional Common Stock. In the
event the Creditors Committee chooses not to proceed forward with a sale of the
Noteholders' Rights to receive Additional NEG Common Stock, the Creditors
Committee will have the exclusive right to appoint a Board of Directors
consisting of at least five (5) members. The specific names of the slate of new
directors will be submitted by the Creditors Committee at the conclusion of the
hearing to approve the Disclosure Statement, if different from those discussed
herein.

                                  ARTICLE VII.
           MEANS OF EXECUTION OF THIS PLAN, CREATION OF THE CREDITORS
                   TRUST, PROSECUTION OF CAUSES OF ACTION, AND
         DISTRIBUTION OF ANY CASH, TRUST ASSETS AND LITIGATION PROCEEDS

         7.1 Orderly Prosecution. As of the Effective Date, all Causes of Action
shall be conveyed to and become the exclusive property of the Creditors Trust
with a view to a subsequent prosecution and liquidation by the Trustee. In order
to carry out an orderly prosecution of the Causes of Action, the Creditors
Trust, its agents and professionals may appoint necessary personnel


                                      -22-
<PAGE>   27
and may carry on operations, including the prosecution, trial and settlement of
the Causes of Action, to obtain a fair and reasonable value for the Causes of
Action for the benefit of creditors.

         (a) Creation of Trust. The Confirmation Order shall ratify the
Creditors' Trust created by the Creditors' Committee. The Creditors Trust shall
be established for the purpose of receiving as of the Effective Date (i) all
Causes of Action, (ii) all Cash of the Debtors, (iii) Arnos Escrow Funds, plus
accrued interest thereof as of the Confirmation Date, and (iv) other assets of
NEG, including the Remaining Assets and Operating Assets, as provided in Section
3.6 herein, (collectively the "Trust Accounts").

         (b) Authorization. Except as otherwise provided in this Plan, the
Creditors Trust shall have all of the following rights and powers:

                  (i) Maintain and administer the Causes of Action;

                  (ii) Employ, retain or replace professional persons;

                  (iii) Receive reimbursement of expenses;

                  (iv) Employ necessary personnel;

                  (v) Sell, liquidate, or otherwise dispose of the Trust Assets
         for cash, individually or in bulk, by public or private sale;

                  (vi) Invest the proceeds of such Trust Assets in accordance
         with this Plan;

                  (vii) Distribute the cash and proceeds from the sale,
         liquidation, settlement, prosecuting or other distribution of Trust
         Assets as soon as practicable; object to, settle, liquidate, or
         otherwise resolve all liabilities and undetermined claims; maintain
         possession of the originals of any and all instruments and documents
         pertaining thereto; pay all expenses incurred in connection with the
         administration of the Trust; calculate and make distribution to the
         holders of Allowed Claims all as set forth in this Plan;

                  (viii) Utilize such other powers as may be vested in the
         Creditor Trust by provision of this Plan under the Confirmation Order;

                  (ix) Sue and be sued;

                  (x) Release, convey, or assign any right, title or interest in
         or about the Trust Assets;

                  (xi) Such other activities are necessary to effectuate the
         provisions of the Plan; and

                  (xii) Prosecution to trial, judgment, final claim or
         settlement of all Causes of Action deemed appropriate by the Trustee,
         in its discretion to prosecute and/or litigate.


                                      -23-
<PAGE>   28
         (a) Operations of Trust. The Creditors Trust shall be directed in all
things by the Trust Committee representatives provided for under this Plan and
adopted in accordance with the procedures set forth in the Plan. Full and
complete authority is conferred upon the Trustee to do and perform all acts,
execute all documents, and make all payments and disbursement of funds directed
to be done, executed, performed, paid and distributed by the provisions of this
Plan.

         (b) Payment of Fees and Expenses: All fees and expenses of the
Creditors Trust, the Trustee, its agents professionals and employees incurred in
connection with objections to Claims, and in settlement, litigation and
prosecution of Causes of Action and claims of NEG against third portions shall
be paid by the Creditors' Trust. The Creditors Trust may establish reserves and
accounts it may deem necessary to provide for the payment of fees, expenses and
fund liabilities. All Trust Assets and proceeds shall be held in trust for the
benefit of holders of Superior Claims and thereafter for the payment of Allowed
Note Claims. Such funds shall not be subject to any Claim by Equity Interest
Holders.

         NEG shall execute all necessary documents and cooperate fully with the
Creditors Trust in effectuating the transfer of Causes of Action and Assets to
the Trust. To the extent the Debtor has not designated an officer or
representative to execute such documents, the Chairman of the Creditors
Committee shall be vested with such powers hereunder and under Section 1142 of
the Bankruptcy Code.

         (c) Allocation of Proceeds. The proceeds shall be allocated and
distributed by the Creditors Trust in the following priority:

                  (i) reserves sufficient, in the judgment of the Trustee to pay
         for the ongoing Creditors Trust;

                  (ii) distribution on account of Allowed Superior Claims and
         then Allowed Note Claims as provided in this Plan. From time to time,
         prior to the complete liquidation of all Trust Assets, the Creditors
         Trust may make interim distributions in accordance with the Plan.

         (d) Investment of Funds. All Investment Amounts, including all sole
proceeds and cash shall be invested and reinvested by the Creditors Trust in
United States Treasury Bills or in certificated of deposits, demand deposit or
interest-bearing accounts of banking institution acceptable to the Creditors
Trust or such other investments as shall be prudent and appropriate under the
circumstances, in such amounts and upon which term as a reasonable and prudent
fiduciary would select and with a view toward sufficient liquidity to make the
distributions contemplated by this Plan. All interest earned on such proceeds
and other cash shall be retained by the Creditors Trust and distributed in
accordance with this Plan.

         (e) Documents. All necessary documents for the implementation of this
Plan shall be filed with the Court by the Confirmation Date and executed by the
Creditor's Committee, Trustee and/or Trust Committee within thirty (30) days of
the Effective Date.



                                      -24-
<PAGE>   29
         (f) Distribution. On the Distribution Dates, the Creditors Trust shall
apply the proceeds and other Cash then on hand to the payment of expenses and
claims in accordance with this Plan and the Bankruptcy Code.

         In the event the aggregate funds of the Creditors Trust on the
Distribution Date, after establishment of reserves, are not sufficient to pay
Allowed Claims required to be paid at that time, allocation, distribution and
payment shall be in the priority established in this Plan and any partial
payment to a Class shall be pro rata.

         Upon payment of all Allowed Superior Claims required to be paid prior
to Class 6 Allowed Note Claims in accordance with this Plan and the Bankruptcy
Code, the remaining process shall be distributed pro rata to the Class 6 Allowed
Note Claims in accordance with the terms of this Plan. Prior to any distribution
of cash or proceeds with respect to Class 6 Allowed Note Claims, the NEG Trust
shall establish adequate reserves for undetermined or Disputed Claims that may
become Allowed Claims after the Effective Date.

         If and when, in the opinion of the Creditors Trust, there is sufficient
cash and proceeds to justify an interim distribution to creditors holding Class
6 Allowed Note Claims, it may make such interim distributions to holders of a
Class 6 Allowed Note Claims as it deems appropriate in its sole and absolute
discretion; provided that is shall maintain sufficient reserves as required in
this Section.

         (g) Report to Trust Beneficiaries Court. Every six months after the
Confirmation Date until the prosecution and liquidation of the Trust Assets and
the distribution of the proceeds thereof is complete, the Creditors Trust shall
submit a written report regarding the status of the Litigation and the
distributions made during the preceding period.

         (h) Authorization. The Trust Committee shall be composed of three
members: Katalin Kutasi, Chris Ryan; and Darryl Schall. The initial Trustee
shall be _____________. All Classes of creditors that vote to accept the Plan
hereby authorized the Creditors Trust to act on behalf and in place of such
creditor to the extent provided herein and in any document and instrument
delivered hereunder or in connection herewith, and to take such other action as
may be incidental thereto including, without limitation, the exercise of any
discretion in connection with any determination or decision required for the
administration of the Plan and the granting of any waive, consent, amendment,
suspension, supplementation, extension, renewal or other modification with
respect to any and all provisions of this Plan on a conditional or unconditional
basis.

         (i) Liability of the Creditors Trust. Neither the Creditors Trust, the
Trust Committee, the individual representatives nor any of their respective
employees or agents shall be liable for the payment of any estate liabilities,
and no entity shall look to any of the foregoing parties for payment of such
estate liabilities or obligations. The Trust Committee shall have no liability
to any holder of an Allowed Claim except for intentional misconduct, and shall
not be liable for any act or omission of any of its respective employees or
agents.

         (j) Exculpation. Each Trust Committee member shall be entitled to rely
upon advice of counsel concerning legal matters, and upon this Plan and any
schedule, certificate, statement, report


                                      -25-
<PAGE>   30


notice or other writing which it believes to be genuine or to have been
presented by a proper entity. Except for it or their own intentional misconduct;
neither the Trust Committee members, not any of their respective directors,
officers, employees or agents shall (a) be responsible for any recitals,
representations or warranties in contained in, or for the execution validity,
genuineness, effectiveness or enforceability of this Plan (b) be under any duty
to inquire into or pass upon any matter or to make any inquiry concerning the
validity of any representation or warranty of the Debtor or the performance by
the Debtor of its obligations or (c) in any event, be liable as such for any
action taken or omitted by it or them. Each creditor agrees and acknowledges
that the Trust Committee members make no representations or warranties will
respect to the legality, validity, sufficiently or enforceability of this Plan.

         (k) Delegation of Powers. The Creditors Trust delegates such authority
to the Trustee, its employees and agent as it shall reasonably deem necessary to
perform its responsibilities under this Plan.

         (l) Resignation. Death or Removal. The Trustee may resign at any time
upon thirty (30) days prior written notice to the other members of the Trust
Committee. A member of this Trust Committee may be removed only for cause and
upon notice and an opportunity for hearing. Appointment of a successor shall be
by designation of each respective creditor.

         (m) Termination. Upon termination of the Creditors Trust created in
this Article of the Plan, the powers and responsibilities of the Creditors Trust
and its representatives shall terminate.

         (n) Amended and Restated Articles of Incorporation. The Amended and
Restated Articles of Incorporation of the Reorganized Debtors, as amended, will
satisfy the provisions of the Plan and Section 1129(a) and (b) of the Bankruptcy
Code.

         (o) Implementing Documents. To implement this Plan, several documents
will be signed and delivered or otherwise made effective, including the
following documents:

                  o  Amended and Restated Articles of Incorporation of National
                     Energy Group, Inc.

                  o  Creditors Trust Agreement

                  o  Shareholders Agreement

                  o  Order Directing the Payment of Arnos Escrow Funds to the
                     Creditors Trust.

         Forms of these documents will be filed with the Bankruptcy Court by
April 2, 2000. Thereafter, the Creditors Committee will provide a copy of the
form of each of the documents to any party interest who requests it in writing.
Written requests should be sent to: Van Oliver, Andrews & Kurth L.L.P. 37th
Floor, 1717 Main St., Dallas, Texas 75201.


                                      -26-
<PAGE>   31


                                  ARTICLE VIII.
                      CONDITIONS PRECEDENT TO CONFIRMATION
                          AND CONSUMMATION OF THE PLAN

         8.1 Conditions to Confirmation. The Bankruptcy Court will not enter
the Confirmation Order unless and until each of the following conditions has
been satisfied or duly waived (if waivable) pursuant to Section 8.3 below.

         (a) The documents implementing the Plan listed in Section 13.9 above
and the terms and conditions embodies therein will be acceptable in form and
substance to the Debtors, the Creditors Committee, Chase, the Standby Lenders
and Bank Group; provided that no Creditor or committee shall have standing to
object to the form of a document that has no material impact on them.

         (b) Entry of a Confirmation Order, acceptable in form and substance to
the Debtors and the Creditors Committee, which will, among other things, make
findings that particular sections of 1129 have been met, including, without
limitation, (i) that the Debtors, the Creditors Committee Plan Participants and
each of their Representatives has proposed and obtained confirmation of the Plan
in good faith; (ii) that the Plan is in the best interest of Creditors and (iii)
that the Plan is fair and equitable to holders of Claims and Equity Interests.

         8.2 Conditions to Effective Date. The Plan will not be consummated
and the Effective Date will not occur unless and until each of the following
conditions has been satisfied or duly waived (if waivable) pursuant to Section
18.3 below:

         (a) The Confirmation Order shall have been entered by the Bankruptcy
Court in a form satisfactory to the Debtors, the Creditors Committee, Chase. the
Standby Lenders and the Bank Group.

         (b) The Confirmation Order will authorize and direct the Creditors
Committee and Creditors Trust, Debtors, and the Reorganized Debtors to take all
actions necessary or appropriate to enter into, implement and consummate the
contracts, instruments, releases, leases, indentures and other agreements or
documents created in connection with the Plan, including those actions
contemplated by the provisions of the Plan set forth hereinabove.

         8.3 Waiver of Conditions. The conditions to Confirmation and the
Effective Date, may be waived in whole or in part by the Creditors Committee, at
any time, without notice.

         8.4 Cramdown. The Creditors Committee hereby requests confirmation of
the Plan under Section 1129(b) of the Bankruptcy Code if any Impaired Class does
not accept the Plan in accordance with Section 1126 of the Bankruptcy Code, or
if Classes 7 and 8 object to confirmation. The Creditors Committee reserves the
right to modifY the Plan to the extent, if any, that confirmation pursuant to
Section 1129(B) of the Bankruptcy Code requires modification.


                                      -27-
<PAGE>   32


                                   ARTICLE IX.
                            RETENTION OF JURISDICTION

         9.1 Jurisdiction. Until this Chapter 11 Case is closed, the Bankruptcy
Court will retain such jurisdiction as is legally permissible, including that
necessary to ensure that the purpose and intent of this Plan are carried out and
to hear and determine all Claims set forth herein that could have been brought
before the entry of the Confirmation Order. The Bankruptcy Court will retain
jurisdiction to hear and determine all Claims against the Debtors and to enforce
all causes of action that may exist on behalf of the Debtors. Nothing contained
in this Plan will prevent the Creditors Committee or Creditors Trust from taking
such action as may be necessary in the enforcement of any cause of action that
may exist on behalf of the Debtors and that may not have been enforced or
prosecuted by the Debtors.

         9.2 Examination of Claims. Following the Confirmation Date, the
Bankruptcy Court will further retain jurisdiction to decide disputes concerning
the classification and allowance of the Claim of any Creditor and the
re-examination of Claims that have been allowed for the purposes of voting, and
the determination of such objections as may be filed to Creditors' Claims. The
failure by the Creditors Committee to object to, or to examine, any Claims for
the purposes of voting will not be deemed a waiver of their right to object to,
or to re-examine, the Claim in whole or in part.

         9.3 Determination of Disputes. The Bankruptcy Court will retain
jurisdiction after the Confirmation Date to determine all questions and disputes
regarding title to the assets of the Debtors' estate, disputes concerning the
Allowance of Claims, and determination of all causes of action, controversies,
disputes, or conflicts, whether or not subject to any pending action, as of the
Confirmation Date, for the Debtors to recover assets pursuant to the provisions
of the Bankruptcy Code.

         9.4 Additional Purposes. The Bankruptcy Court will retain jurisdiction
for the following additional purposes after the Effective Date:

         (a) to modify this Plan after confirmation pursuant to the Bankruptcy
Rules and the Bankruptcy Code;

         (b) to assure the performance by the Creditors Trust to make
Distributions under this Plan.

         (c) to enforce and interpret the terms and conditions of this Plan;

         (d) to adjudicate matters arising in these bankruptcy cases, including
matters relating to the formulation and consummation of the Committee's Plan;

         (e) to enter such orders, including injunctions, as are necessary to
enforce the title, rights, and powers of the Creditors Trust and Reorganized
Debtor and to impose such limitations, restrictions, terms and conditions on
such title, rights, and powers at this Bankruptcy (court may deem necessary;


                                      -28-
<PAGE>   33


         (f) to enter an order terminating this Chapter 11 Case;

         (g) to correct any defect, cure any omission, or reconcile any
inconsistency in this Plan or the order of confirmation as may be necessary to
carry out the purposes and intent of this Plan;

         (h) to allow applications for fees and expenses pursuant to Section
503(b) of the Bankruptcy Code; and

         (i) to decide issues concerning federal tax reporting and withholding
which arise in connection with the confirmation or consummation of this Plan.

                                   ARTICLE X.
                            MISCELLANEOUS PROVISIONS

         10.1 Amendment of the Plan. This Plan may be amended by the Creditors
Committee before or after the Effective Date as provided in Section 1127 of the
Bankruptcy Code.

         10.2 Revocation of Plan. Creditors Committee reserves the right to
revoke and withdraw this Plan at any time before the Confirmation Date.

         10.3 Effective of Withdrawal or Revocation. If the Creditors Committee
revokes or withdraws this Plan before the Confirmation Date, or if the
Confirmation Date or the Effective Date does not occur, then this Plan will be
null and void. In such event, nothing contained herein will be deemed to
constitute a waiver or release of any Claims by or against the Debtors or any
other person, or to prejudice in any manner the rights of the Debtors or any
person in any further proceeding involving the Debtors.

         10.4 Effective of Withdrawal or Revocation. If the Creditors Committee
revoke or withdraws this Plan before the Confirmation Date, or if the
Confirmation Date or the Effective Date does not occur, then this Plan will be
null and void. In such event, nothing contained herein will be deemed to
constitute a waiver or release of any Claims by or against the Debtors or any
other person, or to prejudice in any manner the rights of the Debtors or any
person in any further proceedings involving the Debtors.

         10.5 Due Authorization By Creditors. Each and every Creditor who elects
to participate in the Distributions provided for herein warrants that it is
authorized to accept in consideration of the Claim against the Debtors the
Distributions provided for in this Plan and that there are no outstanding
commitments, agreements, or understandings, express or implied, that may or can
in any way defeat or modify the rights conveyed or obligations undertaken by it
under this Plan.

         10.6 Implementation. The Creditors Committee will be authorized to
take-all necessary steps, and perform all necessary acts, to consummate the
terms and conditions of the Plan.


                                      -29-
<PAGE>   34


         10.7 Limitation of Liability in Connection with the Plan, Disclosure
Statement and Related Documents and Related Indemnity:

                  (a) The Creditors Committee and its members, attorneys and
         agents will neither have nor incur any liability to any entity for any
         act taken or omitted to be taken in connection with or related to the
         formulation, preparation, dissemination, implementation, confirmation
         or consummation of the Plan, the Disclosure Statement, the Confirmation
         Order or any contract, instrument, release or other agreement or
         document created or entered into, or any other act taken or omitted to
         be taken in connection with the Plan, the Disclosure Statement or the
         Confirmation Order, including solicitation of acceptances of the Plan;
         provided, however, that the provisions of this Section shall have no
         effect on the liability of any Plan Participant that would otherwise
         result from any such act or omission to the extent that such act or
         omission is determined in a Final Order to have constituted gross
         negligence or willful misconduct.

         10.8 Section Headings. The section headings used in this Plan are for
reference purposes only and will not affect in any way the meaning or
interpretation of this Plan.

         10.9 Successors and Assigns. The rights and obligations of any Person
named or referred to in this Plan shall be binding upon, and shall inure to the
benefit of, the successors and assigns of such Persons.

         10.10 Severability. Should any provision in this Plan be determined to
be unenforceable in whole or in part, such determination shall in no way limit
or affect the enforceability and operating effect of any or all other provisions
of this Plan.

         10.11 Recordable Order. The Confirmation Order shall be declared to be
in recordable form and shall be accepted by any recording officer for filing and
recording purposes without further or additional orders, certification or other
supporting documents.

                                   ARTICLE XI.
                                   SIGNATURES

         The undersigned have executed this Plan as of the 25th day of February,
2000.


                                          Respectfully submitted,

                                          OFFICIAL CREDITORS COMMITTEE FOR
                                          NATIONAL ENERGY GROUP, INC./BOOMER
                                          MARKETING CORPORATION

                                          By: /s/ KATALIN KUTASI
                                             ----------------------------------
                                              Katalin Kutasi, Chairman


                                      -30-
<PAGE>   35



                                   SIGNATURES

         The undersigned have executed this Plan as of 28th day of Feb., 2000.


                                          Respectfully submitted,

                                          ANDREWS & KURTH L.L.P.


                                          By: /s/ VAN OLIVER
                                             --------------------------------
                                             Hugh M. Ray
                                             State Bar No. 16611000
                                             Van Oliver
                                             State Bar No. 15258700
                                             1717 Main Street, Suite 3700
                                             Dallas, Texas 75201
                                             Telephone: (214) 659-4400
                                             Facsimile: (214) 659-4401

                                             ATTORNEYS FOR THE COMMITTEE



                                      -31-