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                                                                     Exhibit 4.4

                         HARVEST NATURAL RESOURCES, INC.
                           DEFERRED COMPENSATION PLAN
                           FOR THE BOARD OF DIRECTORS


1.       PURPOSE

         The purpose of this Plan is to 1) provide a means for deferring payment
         of all or a portion of regular Board retainers, and 2) encourage Board
         members to participate in the equity of Harvest Natural Resources, Inc.
         (the "Company") on a long-term basis. Board Compensation eligible for
         this deferral program includes all regular Board retainers, Chairman of
         the Board retainer and Committee Chair retainers, excluding expenses
         and meeting fees and business meeting fees, payable to Directors for
         their service on the Board of Directors (the "Board") of the Company.
         Such compensation eligible to be deferred is referred to herein as
         "Compensation".

2.       EFFECTIVE DATE AND PLAN YEAR

         The first plan year is effective beginning June 1, 2003 and a new plan
         year commences as of the first day of the month which follows the
         Annual Meeting of Stockholders thereafter unless terminated or modified
         by the Board of Directors.

3.       ELIGIBILITY

         Any individual serving as a member of the Board as of the effective
         date of this Plan or who subsequently becomes a member is eligible
         under this Plan, provided that no member who is an employee of the
         Company or any of its subsidiaries shall be eligible under this Plan
         during the time the he or she is an employee of the Company.

4.       ELECTION

         Election to defer Compensation is to be made on or before the first day
         of the month which follows the Annual Meeting of Stockholders, for
         Compensation for services as a member of the Board for the following
         and later plan years; provided, however, the election to defer
         Compensation for the period of June 1, 2003 through the first day of
         the month which follows the next Annual Meeting of Stockholders is to
         be made within 30 days after the approval of the Plan at the May 22,
         2003 Board meeting.

         Election to defer is a continuing election until changed by the
         Director on or before the end of any plan year for the then following
         and later plan years. However, once an election is made (and
         effective), subsequent elections will have no effect on the amounts,
         timing and manner of payment covered by the previous election.

         Any newly elected Director who was not a Director immediately following
         the preceding Annual Meeting of Stockholders may elect, within 30 days
         after his or her term begins, to

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         defer Compensation for services as a member of the Board for the
         balance of the plan year in which such election is made.

         Forms shall be made available to Directors each year for the purpose of
         making or changing their election.

5.       AMOUNT

         All or any portion, in multiples of 10%, of a Director's Compensation
         may be deferred. Compensation includes regular Board retainers,
         Chairman of the Board retainer and Committee Chair retainers and
         excludes meeting fees paid for Board or Committee meetings, business
         meeting fees and expenses.

6.       DEFERRED ACCOUNTS

         Each Director shall have a Harvest Stock Unit Account and a Fixed
         Income Account (together, the "Accounts"). Amounts deferred pursuant to
         paragraph 5 may be credited to either Account, at the election the
         Director made at the time of the deferral election, in multiples of 10%
         of such Director's Compensation within each account. At no time may the
         Director transfer balances between Accounts.

         (a)      HARVEST STOCK UNIT ACCOUNT

                  (i)      Amounts deferred and credited to the Harvest Stock
                           Unit Account shall be converted into phantom shares
                           of the Company's common stock on the basis of the
                           average Fair Market Value of the Company's common
                           stock during the 5 trading day period commencing on
                           the first trading day in a plan year. . "Fair Market
                           Value" means the average of the high and low trading
                           prices per share on the applicable dates, as
                           reported in The Wall Street Journal listing of
                           consolidation trading for New York Stock Exchange
                           issues. The Harvest Stock Unit Account will be
                           credited on or about the first business day which
                           follows the 5 trading day period.

                  (ii)     On the record date for each cash dividend or other
                           cash distribution with respect to the Company's
                           common stock, each Director's Harvest Stock Unit
                           Account shall be credited with an amount equal to
                           the amount of the per share dividend or
                           distribution, multiplied by the number of phantom
                           shares of the Company's common stock in such
                           Account, and, if such Director is then serving as a
                           member of the Board, shall be converted into phantom
                           shares of the Company's common stock on the basis of
                           the Fair Market Value of the Company's Common Stock
                           on the payment date for such dividend or
                           distribution. If a Director is no longer serving as
                           a member of the Board on the record date for such
                           dividend or distribution, the amount representing
                           such dividend or distribution shall be credited to
                           and paid out of the Harvest Stock Unit Account to
                           such Director as soon as practicable after the
                           payment date for such dividend or distribution.

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                  (iii)    In the event of a subdivision or combination of
                           shares of Company common stock, the number of
                           phantom shares credited to the Harvest Stock Unit
                           Accounts on the effective date of such subdivision
                           or combination shall be proportionately subdivided
                           or combined as the case may be. No adjustment shall
                           be made in phantom shares in connection with the
                           issuance by the Company of any rights or options to
                           acquire additional shares of Company common stock or
                           securities convertible into Company common stock. In
                           the event of any stock dividend or reclassification
                           of Company common stock, any merger or consolidation
                           to which the Company is a party, or any spinoff of
                           shares or distribution of property other than cash
                           with respect to the Company common stock, the Human
                           Resources Committee shall cause appropriate
                           adjustments, if any, to be made in the phantom
                           shares to reflect such stock dividend,
                           reclassification, merger or consolidation, spinoff
                           or distribution of property.

                  (iv)     The Company shall credit an additional 50 percent to
                           the Harvest Stock Unit Account of any Director who
                           elects to have his or her Compensation deferred and
                           credited to the Harvest Stock Unit Account. The
                           Company's matching contribution shall be credited to
                           the Harvest Stock Unit Account and shall remain so
                           credited until the Director's service as a member of
                           the Board is terminated for any reason. The
                           Company's matching contribution shall be forfeited
                           by the Director if he or she terminates service (for
                           reasons other than disability or death) prior to the
                           first anniversary of the plan year for which the
                           deferral is applicable. Notwithstanding the
                           foregoing, a forfeiture shall not be imposed if the
                           Director's termination of service occurs within two
                           years of a change of control of the Company or if
                           the Human Resources Committee determines that it is
                           in the best interests of the Company not to impose
                           the forfeiture.

         (b)      FIXED INCOME ACCOUNT

                  Amounts credited to the Fixed Income Account shall earn
                  interest compounded quarterly, from the date the Compensation
                  would otherwise have been paid until it is actually paid in
                  full. The rate of interest shall be set at an annual rate
                  equal to the greater of 10% or the "prime rate" for commercial
                  loans by Citibank.

7.       DISTRIBUTION

         All distributions from the Fixed Income Account and Harvest Stock Unit
         Account shall be made in cash. Cash distributions from the Harvest
         Stock Unit Account will be made on the basis of the Fair Market Value
         of the Company's common stock on the last trading day preceding the
         date of distribution multiplied by the number of phantom shares of the
         Company's common stock in such Account represented by the distribution.
         The Director
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         must elect, at the same time and on the same form provided
         to elect a deferral of Compensation, the timing and manner of payment
         of such Compensation.

         (a)      TIMING OF PAYMENT

                  Distributions from the Fixed Income Account shall begin on the
                  future date specified by the Director in the deferral election
                  form, including following retirement from the Director's
                  principal occupation. Distributions from the Harvest Stock
                  Unit Account shall begin no sooner than six months nor later
                  than one year following termination from the Board for any
                  reason, as specified by the Director in the deferral election
                  form.

         (b)      MANNER OF PAYMENT

                  The Director may elect to receive payment from the Accounts in
                  a lump sum or in 3 or 5 annual installments of an aggregate
                  amount of cash equal to the value of the accounts maintained
                  for the Director in the Accounts at the business day preceding
                  the installment payment divided by the remaining number of
                  such annual installments. If the amount in a Director's
                  Account is less than $50,000 at the time the first annual
                  installment is to be paid, the Company may elect to pay the
                  amount in a single lump sum.

         (c)      CHANGES TO DISTRIBUTION ELECTION

                  The Director may change his distribution election at any time
                  so long as the change is made at least one year prior to the
                  revised distribution date. In the event that the Director's
                  service terminates less than a year from the revised
                  distribution date, the prior distribution election will
                  determine the date and form of the distribution.

         In the case of distributions from the Fixed Income Account, the lump
         sum or first installment is to be paid in January of the year elected
         by the Director. In the case of distributions from the Harvest Stock
         Unit Account, the lump sum or first installment will be paid no sooner
         than six months nor later than one year following the date of
         termination of service as a member of the Board, as elected by the
         Director, and any remaining installments in January of each succeeding
         year until the total balance is paid.

         In the event of the death of a Director then serving as a member of the
         Board or a terminated or retired Director entitled to a distribution
         under this Plan, the balance of the Accounts shall be payable to the
         estate or designated beneficiary in full within 90 days of such
         Director's, terminated Director's or retired Director's death.

         The Director will designate his or her beneficiary at the same time he
         or she elects deferral of Compensation. However, the latest designated
         beneficiary will be the beneficiary or beneficiaries for the total of
         all distributions from the Accounts. The

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         designated beneficiary may be changed at any time on a form provided by
         the Secretary of the Company, provided that no designation will be
         effective unless it is filed with the Secretary of the Company prior to
         the Director's death. Directors who name a beneficiary other than their
         spouse will be required to provide spousal consent to the beneficiary
         designation.

8.       UNFUNDED PLAN

         The plan is intended to be an unfunded plan for tax purposes and under
         Title I of ERISA.

         The liability of the Company to any Director, terminated Director,
         retired Director or his or her estate or designated beneficiary under
         the Plan shall be that of a debtor only pursuant to such contractual
         obligations as are created by the Plan, and no such obligation of the
         Company shall be deemed to be secured by any assets, pledges, or other
         encumbrances on any property of the Company.

         At the sole discretion of the Company, the Company may establish or
         become a signatory to a rabbi trust to accumulate assets to help
         fulfill its obligations under the plan. The existence of such plan
         shall not create a lien on any asset held by the Company, contributed
         to any trust created, or otherwise designated to be used for payment of
         any of its obligations created by this agreement.

9.       INALIENABILITY OF DEFERRED COMPENSATION

         Except to the extent of the rights of a designated beneficiary, no
         distribution pursuant to, or interest in, the Plan may be transferred,
         assigned, pledged or otherwise alienated and no such distribution or
         interest shall be subject to legal process or attachment for the
         payment of any claims against any individual entitled to receive the
         same.

10.      CONTROLLING STATE LAW

         All questions pertaining to the construction, regulation, validity and
         effect of the Plan shall be determined in accordance with the laws of
         the State of Texas.

11.      AMENDMENT

         The Board of Directors of the Company in its sole discretion may amend,
         suspend or terminate the Plan at any time. However, any such amendment,
         suspension or termination of the Plan may not adversely affect any
         Director's or his or her beneficiary's rights with respect to
         Compensation previously deferred.

12.      ADMINISTRATION

         Administration of the Plan will be coordinated by the Controller of the
         Company. Administration will include, but not be limited to, crediting
         of deferred compensation,

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         dividends and accrued interest to individual Director accounts and
         ultimate disbursement of deferred amounts.

13.      EFFECTIVE DATE

         This Plan shall become effective May 23, 2003 applicable only to
         compensation for services rendered on or after that date.


APPROVED BY THE BOARD OF DIRECTORS May 22, 2003

AMENDED BY HUMAN RESOURCES COMMITTEE May 19, 2004