Exhibit 10(a)

                         SANTA FE ENERGY RESOURCES, INC.
                           INCENTIVE COMPENSATION PLAN
             (AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1999)

I.    OBJECTIVES

      The objectives of the Incentive Compensation Plan (the "Plan") are:

            --    To communicate and focus management's attention on significant
                  business goals.
            --    To identify and reward superior performance.
            --    To provide a competitive compensation package to attract and
                  retain high quality key employees.

      The Plan is intended to encourage key management to achieve and surpass
      Company, group and individual objectives through establishing annual
      objectives, reviewing performance and awarding cash bonuses based on the
      achievement of such objectives.

      The purposes of the Plan are to achieve strong business performance,
      equitable compensation and a staff of high quality, motivated key
      employees.

II.   ADMINISTRATION

      The Plan shall be under the direction of the Compensation and Benefits
      Committee ("Committee") of the Board of Directors of Santa Fe Energy
      Resources, Inc. (the "Company").

      However, the responsibility for ensuring that administrative procedures
      are established for Plan operation, that the Plan is managed in a timely
      and effective manner, and that periodic analyses of the Plan's
      effectiveness are undertaken, shall be the duty of a Plan Administrator
      appointed by the Committee, who need not be a member of the Committee. The
      Plan Administrator shall report his findings, conclusions and
      recommendations regarding the Plan's operation and effectiveness to the
      Committee from time to time.

      The Committee shall have such discretionary authority to administer the
      Plan, to construe and interpret the Plan, to decide all questions of
      eligibility, to determine the amount, manner and time of payment of any
      benefits hereunder and to make all other determinations deemed necessary
      or advisable for the administration of the Plan. The attached
      Administrative Guidelines have been adopted by the Committee and may be
      changed at any time by the Committee in its discretion.

III.   ELIGIBILITY

      Eligible employees under the Plan are those key employees of the Company
      and its subsidiaries who may, have a substantial impact on the operating
      performance of the Company and its subsidiaries.
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      Employment positions eligible for participation in the Plan each Plan
      Year, and the assigned levels of participation for such positions, shall
      be determined by the Committee based upon the recommendation of the Plan
      Administrator. However, the Committee may modify such recommendations in
      any manner it deems appropriate.

IV.   INCENTIVE OPPORTUNITIES

      The incentive award opportunity with respect to an eligible employment
      position shall be designed to reflect the overall impact of the position
      on Company performance and to provide a total cash compensation package
      for such position that is in line with key competitors of the Company.

V.    BASIS FOR DETERMINING THE INCENTIVE AWARD

      The incentive award may be based upon a combination of Company, operating
      unit and/or individual results, in the Committee's discretion.

      The combination of factors, and the respective weights, used in
      determining the maximum award for an eligible position will be established
      by the Committee on an annual basis. The maximum award with respect to an
      eligible position shall be expressed as a percentage (which shall not be
      less than 20% nor more than 100%) of the participant's base salary at the
      beginning of the Plan year. The percentage applicable to an eligible
      position shall be determined by the Committee. A participant's basis of
      participation in the Plan will be communicated to him in writing as early
      as possible in the Plan year. However, incentive awards may be increased
      by up to 25% at the discretion of the Committee or reduced or eliminated
      in certain instances pursuant to Article VII and/or VIII.

VI.    PERFORMANCE OBJECTIVES

      Performance objectives are intended to support the strategic mission of
      the Company and shall be: -- Specific and based upon measurable results --
      Challenging, but attainable, and -- Tailored to each position.

      The basis and amount of the incentive award to be provided for different
      levels of performance will be established at the beginning of the Plan
      Year for each participating position. A performance schedule for each
      specific objective shall be established by the Committee to indicate the
      award payable at varying levels of performance. Performance objectives may
      be revised at any time by the Committee in light of unanticipated or
      extraordinary events.

      Specific objectives will be based primarily on the Company's business
      plans and competitive levels of performance. For any specific performance
      objective, the award payable (as a percent of the maximum) for a given
      level of performance will be consistent throughout the Plan.

      The Committee will assign objectives, based upon the recommendation of the
      Plan Administrator, which are appropriate to the managerial impact of each
      participant's position. As appropriate, the individual objectives may
      include divisional, district or combined operating unit performance
      objectives.
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      Performance objectives may include, among others:

           --     Pre-tax Income and Cash Flow,
           --     Operating Expenses Control,
           --     Capital Spending Control,
           --     Reserve Additions,
           --     "Dry Hole Control",
           --     Reservoir Management,
           --     Prospect Development, and
           --     Land Management.

VII.  PERFORMANCE

      Performance will be reviewed at appropriate intervals as financial and
      operating results are available. At the end of each Plan Year, the
      determination of the achievement of the objectives for such Plan Year and
      the payment or awards earned will occur as soon as practicable after the
      compilation of the year-end financial and operating results. All financial
      and operating results will be reviewed by the Controller of the Company
      and the achievement of all individual objectives shall be approved by the
      President of the Company prior to the recommendation to the Committee of
      the payment of awards by the Plan Administrator. The Committee has the
      authority to approve all awards recommended for payment.

      At the discretion of the Committee, incentive awards, either individually
      or collectively, may be increased, decreased, or completely eliminated at
      any time during a Plan Year or after the end of the Plan Year but before
      payment on the basis of the following considerations:

            --     Company performance relative to its competitors,
            --     Balancing of long-term versus short-term considerations,
            --     Handling of unforeseen opportunities and obstacles, or
            --     Individual professional conduct.

VIII. AWARD PAYMENTS

      Payment of earned awards will be made as soon as possible after the close
      of each Plan Year upon the approval of the Committee. Payments will be
      subject to all applicable tax withholding requirements.

      If a participant's employment terminates during a Plan Year whether
      voluntarily or involuntarily, the participant shall forfeit all rights to
      any incentive award for the Plan Year, unless the Committee, in its
      discretion, elects to pay all or a portion of the award. If a participant
      voluntarily resigns after the Plan Year-end, but before award payout, the
      participant shall be entitled to the incentive award payment, if any, he
      would be eligible to receive pursuant to Article VII.

      In the discretion of the Committee and the election of the participant -
      made irrevocably prior to the beginning of the applicable Plan Year - all
      or a portion of an incentive award for a Plan Year may be deferred until
      termination of employment or immediately prior to termination of
      employment. The methods of deferment and subsequent payment shall be
      determined by the Committee.
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IX.   COMMUNICATIONS

      The effectiveness of the Plan depends upon participants fully
      understanding the purpose of the Plan, the performance objectives and the
      administration of the Plan. It shall be the responsibility of the Plan
      Administrator to ensure that all aspects of the Plan are presented to and
      understood by the participants

X.    CHANGE IN CONTROL

       A "Change in Control" shall be deemed to have occurred if:

      (i) any "person" (as such term is used in Section 13 (d) and 14 (d) of the
      Securities Exchange Act of 1934, as amended (the "Exchange Act")), other
      than a trustee or other fiduciary holding securities under an employee
      benefit plan of the Company or any affiliate, or any corporation owned,
      directly or indirectly, by the stockholders of the Company in
      substantially the same proportions as their ownership of stock of the
      Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3
      under the Exchange Act), directly or indirectly of securities of the
      Company representing 25% or more of the combined voting power of the
      Company's then outstanding securities;

       (ii) during any period of two consecutive years (not including any period
       prior to the effective date of the amended and restated Plan),
       individuals who at the beginning of such period constitute the Board of
       Directors of the Company, and any new director (other than a director
       designated by a person who has entered into an agreement with the Company
       to effect a transaction described in clause (i), (iii) or (iv) of this
       Section) whose election by the Board of Directors of the Company or
       nomination for election by the Company's stockholders was approved by a
       vote of at least two-thirds of the directors then still in office who
       either were directors at the beginning of the period or whose election or
       nomination for election was previously so approved (hereinafter referred
       to as "Continuing Directors"), cease for any reason to constitute at
       least a majority thereof;

      (iii) the stockholders of the Company approve a merger or consolidation of
      the Company with any other corporation, other than a merger or
      consolidation which would result in the voting securities of the Company
      outstanding immediately prior thereto continuing to represent (either by
      remaining outstanding or by being converted into voting securities of the
      surviving entity) more than 65% of the combined voting power of the voting
      securities of the Company (or such surviving entity) outstanding
      immediately after such merger or consolidation; or

      (iv) the stockholders of the Company approve a plan of complete
      liquidation of the Company or an agreement for the sale or disposition by
      the Company of all or substantially all of the Company's assets. For
      purposes of this clause (iv), the term "the sale or disposition by the
      Company of all or substantially all of the Company's assets" shall mean a
      sale or other disposition transaction or series of related transactions
      involving assets of the Company or of any direct or indirect subsidiary of
      the Company (including the stock of any direct or indirect subsidiary of
      the Company) in which the value of the assets or stock being sold or
      otherwise disposed of (as measured by the purchase price being paid
      therefor or by such other method as the Board of Directors of the Company
      determines is appropriate in a case where there is no readily
      ascertainable purchase price) constitutes more than two-thirds of the
      "fair market value of the Company" (as hereinafter defined). For purposes
      of the 
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      preceding sentence, the "fair market value of the Company" shall be the
      aggregate market value of the Company's outstanding common stock (on a
      fully diluted basis) plus the aggregate market value of the Company's
      other outstanding equity securities. The aggregate market value of the
      Company's common stock shall be determined by multiplying the number of
      shares of the Company's common stock (on a fully diluted basis)
      outstanding on the date of the execution and delivery of a definitive
      agreement with respect to the transaction or series of related
      transactions (the "Transaction Date") by the average closing price for the
      Company's common stock for the ten trading days immediately preceding the
      Transaction Date. The aggregate market value of any other equity
      securities of the Company shall be determined in a manner similar to that
      prescribed in the immediately preceding sentence for determining the
      aggregate market value of the Company's common stock or by such other
      method as the Board of Directors of the Company shall determine is
      appropriate. However, notwithstanding anything in this clause (iv) to the
      contrary, a spinoff or distribution of the stock of a subsidiary of the
      Company to those persons who were stockholders of the Company immediately
      prior to such spinoff or distribution in substantially the same proportion
      as their ownership of Company stock immediately prior to such spinoff or
      distribution shall not constitute a "sale or disposition by the Company of
      all or substantially all of the Company's assets."

      In the event that a Change in Control occurs, the performance objectives
      established pursuant to Section V hereof for the year during which the
      Change in Control occurred shall be deemed to have been met in full at the
      maximum performance level so established, and each participant shall be
      entitled to receive a bonus in respect of the year in which such Change in
      Control occurs, provided, however, that if a participant's employment is
      terminated prior to December 31 of such year, such participant shall be
      entitled to a prorated bonus, the amount of which shall be determined by
      multiplying the bonus which he would have been entitled had he remained
      employed until December 31 by a fraction, the numerator of which is the
      number of days in such year through the date of the participant's
      termination of employment, and the denominator of which is 365.

XI.   TERMINATIONS OR AMENDMENT

      The Plan may be terminated or amended at any time by Board of Directors of
      the Company.

XII.  EFFECTIVE DATE

      This Plan was originally effective as of January 1, 1990, and is now
      amended and restated as of January 1, 1999.
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                                  ATTACHMENT A

ADMINISTRATIVE GUIDELINES

1.   An employees participation in the Plan will be based upon the calendar
     months in which the employee held a position eligible for participation
     during a Plan Year.

2.   The employee must be in an eligible position on the 1st day of the month in
     order to participate in the Plan for that month.

3.   Except as provided for in the Plan, an employee must be on the active
     payroll on the last day of the Plan Year in order to participate for any
     portion of that year.

4.   If a participant transfers between eligible positions under the Plan during
     the Plan Year his/her participation will be based on full months of
     participation in each position at the participation levels established for
     each position.

5.   New hires or employees who first assume an eligible position on October 1st
     or later in a given Plan Year are not eligible for participation in that
     Plan Year.

6.   Nothing contained in these Administrative Guidelines will take precedence
     over specific decisions rendered by the Committee concerning eligibility,
     participation, or other Plan administration policies and practices.