AGREEMENT

THIS AGREEMENT, between KEY PRODUCTION COMPANY, INC., a Colorado corporation ("Key"), and MONROE W. ROBERTSON ("Robertson"), is executed this 23rd
day of February, 2002.

RECITALS

1.    Robertson
has been an employee and an officer of Key since 1992. Robertson's employment was pursuant to a written Employment Agreement dated September 1, 1992.
Pursuant to that Employment Agreement, Robertson is entitled to certain payments upon termination of his employment.

2.    As
an employee of Key, Robertson participates in several employee benefit plans established and maintained by Key for its eligible employees.

3.    Pursuant
to the Key Production Company, Inc. Stock Option Plan (the "Stock Option"), Robertson was granted non-qualified options to purchase shares of
the $0.25 par value common stock of Key (the "Stock"), 40,000 of these options are scheduled to vest on September 6, 2002.

4.    Key
wishes to recognize the substantial contribution made by Robertson to the formation of the Company and to its growth and significant increase in shareholder value.

5.    Key
and Robertson desire fully and forever to resolve all claims and potential claims between them by providing for the termination of Robertson's employment on the terms
and conditions set forth below.

6.    Key
and Robertson desire to void the provisions of the Robertson's Employment Agreement and provide this written Agreement and the Non-Competition Agreement
dated                        defining all of Robertson's rights upon termination of employment.

AGREEMENT

NOW, THEREFORE, in consideration of the promises described below, the parties hereto agree as follows:

1.Termination.Robertson shall voluntarily terminate his employment with Key on or before March 1, 2002.

2.Payment.Key shall pay to Robertson the sum of $700,000, less all applicable federal, state, and local taxes
and other deductions required by law. The net payment shall be made in a single lump sum on or before March 1, 2002.

3.Continuation of Medical Insurance.Key shall provide Robertson with coverage provided to officers under the
Key medical and dental plan through February 29, 2004. For the first eighteen months, the continued coverage shall be provided under the Consolidated Omnibus Budget Reconciliation Act of 1985
(COBRA). For the remainder of the covered period, Key will continue the coverage on the same terms as COBRA continuation coverage. For the entire period of coverage, Key will pay the COBRA premium
less the amount Robertson would have paid as a payroll deduction for the medical and dental insurance coverage. Robertson shall pay an amount for medical and dental insurance similar to officers
erings of the Company. Robertson shall make appropriate arrangements to pay Key an amount equal to the payroll deduction. If not paid, coverage will terminate under the terms of the applicable Plan.
If Key or a successor changes medical and/or dental coverage, Robertson shall be provided with coverage with terms similar to coverage and terms provided to officers of Key or its successor(s).

4.Retirement Plans.Robertson shall receive benefits, if any, from the Key retirement plans as and when he may
be entitled to receive benefits in accordance with the terms of each plan.

5.Stock Options.By action of the Board on February 21, 2002, the options which were to vest on
September 6, 2002 were fully vested on February 21, 2002. These options may be exercised by

---

Robertson within three months following the date of the termination of Robertson's employment, but not thereafter. Robertson shall make appropriate arrangements with the Company for the payment of
all amounts required to be withheld under federal, state, and local tax laws upon exercise of the options.

6.Unused Vacation.Key shall pay to Robertson in a single lump sum on or before March 1, 2002 an amount
equal to the value of any unused vacation earned prior to March 1, 2002.

7.No Other Benefits.Except as provided in this Agreement or as may be required by the Internal Revenue Code
and Employee Retirement Income Security Act of 1974, as amended, and other applicable law Robertson shall not be entitled to any employee benefits following his separation from employment with Key.

8.Release by Robertson.(a) In consideration of the rights and obligations created by this Agreement,
the receipt and sufficiency of which are hereby acknowledged, Robertson for himself, his heirs, personal representatives, successors and assigns, hereby fully and forever releases and discharges Key,
its subsidiaries, affiliates, and each of them, as well as their officers, directors, shareholders, employees, agents, attorneys, successors and assigns, from any and all claims, demands, obligations,
actions, liabilities and damages of every kind and nature whatsoever, at law or in equity, known or unknown, suspected or unsuspected, that Robertson may now have or claim at any future time to have,
based in whole or in part upon any act or omission through the date of his separation from employment with Key, including without limitation those claims, demands, obligations, actions, liabilities
and damages arising from, relating to or based upon Robertson's employment with Key or separation from employment with Key.



9.Release by Key.In consideration of the rights and obligations created by this Agreement, the receipt and
sufficiency of which are hereby acknowledged, Key, for itself, its subsidiaries, affiliates, and each of them, as well as their officers, directors, shareholders, employees, agents, attorneys,
successors and assigns, hereby fully and forever releases and discharges Robertson, his heirs, personal representatives, successors and assigns, from any and all claims, demands, obligations, actions,
liabilities and damages of
every kind and nature whatsoever, at law or in equity, known or unknown, suspected or unsuspected that Key may now have or claim at any future time to have, based in whole or in part upon any act or
omission through the date of Robertson's separation from employment with Key, including without limitation those claims, demands, obligations, actions, liabilities and damages arising from, relating
to or based upon Robertson's employment with Key or separation from employment with Key.

2

---

10.Termination Employment Agreement.The Employment Agreement dated September 1, 1992 shall be null and
void and shall have no effect upon the execution of this Agreement. Robertson waives all claims arising under the Employment Agreement.

11.Miscellaneous.



IN
WITNESS WHEREOF, the undersigned have executed this Agreement on the date first written above.

|        |  | KEY PRODUCTION COMPANY, INC.
|------- |  | ----------------------------
|ATTEST: |  |                             
|        |  | By:                         
|        |  | MONROE W. ROBERTSON         

3

---

QuickLinks