<PAGE>
 
                                                                    Exhibit 10.8
                        SEVERANCE PROTECTION AGREEMENT

   THIS AGREEMENT made as of the 6th day of February 1998 by and between Barrett
Resources Corporation (the "Company") and William J. Barrett (the "Executive").

   WHEREAS, the Board of Directors of the Company (the "Board") recognizes that
the possibility of a Change in Control (as hereinafter defined) exists and that
the threat or the occurrence of a Change in Control can result in significant
distractions of its key management personnel because of the uncertainties
inherent in such a situation;

   WHEREAS, the Board has determined that it is essential and in the best
interest of the Company and its stockholders to retain the services of the
Executive in the event of a threat or occurrence of a Change in Control and to
ensure his continued dedication and efforts in such event without undue concern
for his personal financial and employment security; and

   WHEREAS, in order to induce the Executive to remain in the employ of the
Company, particularly in the event of a threat or the occurrence of a Change in
Control, the Company desires to enter into this Agreement with the Executive to
provide the Executive with certain benefits in the event his employment is
terminated as a result of, or in connection with, a Change in Control and to
provide the Executive with certain other benefits whether or not the Executive's
employment is terminated.

   NOW, THEREFORE, in consideration of the respective agreements of the parties
contained herein, it is agreed as follows:

          1.   Term of Agreement.  This Agreement shall commence as of the date
               -----------------                                               
hereof and shall continue in effect until January 31, 1999 (the "Employment
Term").
          2.   Definitions.
               ----------- 

               2.1.  Accrued Compensation.  For purposes of this Agreement,
                     --------------------                                  
  "Accrued Compensation" shall mean an amount which shall include all amounts
  earned or accrued through the "Termination Date" (as hereinafter defined) but
  not paid as of the Termination Date including (i) base salary, (ii)
  reimbursement for reasonable and necessary expenses incurred by the Executive
  on behalf of the Company during the period ending on the Termination Date,
  (iii) vacation and sick leave pay (to the extent provided by Company policy or
  applicable law), and (iv) bonuses and incentive compensation.
<PAGE>
 
               2.2.  Base Amount.  For purposes of this Agreement, "Base Amount"
                     -----------                                                
  shall mean the greater of (a) the Executive's annual base salary at the rate
  in effect immediately prior to the Change in Control and (b) the Executive's
  annual base salary at the rate in effect on the Termination Date, and shall
  include all amounts of his base salary that are deferred under the qualified
  and non-qualified employee benefit plans of the Company or any other agreement
  or arrangement.

               2.3. Bonus Amount. For purposes of this Agreement, "Bonus Amount"
                    ------------  
  shall mean the greater of the Executive's most recent annual bonus paid during
  the twelve months preceding a Change in Control and the Executive's most
  recent annual bonus paid during the twelve months preceding the Termination
  Date.

               2.4.  Cause.  For purposes of this Agreement, a termination of
                     -----                                                   
  employment is for "Cause" if the Executive has been convicted of a felony
  involving moral turpitude or the termination is evidenced by a resolution
  adopted in good faith by two-thirds of the Board that the Executive (a)
  intentionally and continually failed substantially to perform his reasonably
  assigned duties with the Company (other than a failure resulting from the
  Executive's incapacity due to physical or mental illness or from the
  Executive's assignment of duties that would constitute "Good Reason" as
  hereinafter defined) which failure continued for a period of at least thirty
  days after a written notice of demand for substantial performance has been
  delivered to the Executive specifying the manner in which the Executive has
  failed substantially to perform, or (b) intentionally engaged in conduct which
  is demonstrably and materially injurious to the Company; provided, however,
  that no termination of the Executive's employment shall be for Cause until (x)
  there shall have been delivered to the Executive a copy of a written notice
  setting forth that the Executive was guilty of the conduct set forth in this
  Section 2.4 and specifying the particulars thereof in detail, and (y) the
  Executive shall have been provided an opportunity to be heard in person by the
  Board (with the assistance of the Executive's counsel if the Executive so
  desires).  Neither an act nor a failure to act, on the Executive's part shall
  be considered "intentional" unless the Executive has acted or failed to act
  with a lack of good faith and with a lack of reasonable belief that the
  Executive's action or failure to act was in the best interest of the Company.
  Notwithstanding anything contained in this Agreement to the contrary, no
  failure to perform by the Executive after a Notice of Termination is given by
  the Executive shall constitute Cause for purposes of this Agreement.

               2.5. Change in Control. For purposes of this Agreement, a "Change
                    -----------------  
  in Control" shall mean any of the following events:
                    (a) An acquisition (other than directly from the Company) of
      any voting securities of the Company (the "Voting Securities") by any
      "Person" (as the term person is used for purposes of Section 13(d) or
      14(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act"))
      immediately after which  

                                       2
<PAGE>
 
      such Person has "Beneficial Ownership" (within the meaning of Rule 13d-3
      promulgated under the 1934 Act) of thirty percent or more of the combined
      voting power of the Company's then outstanding Voting Securities;
      provided, however, that in determining whether a Change in Control has
      occurred, Voting Securities which are acquired in a "Non-Control
      Acquisition" (as hereinafter defined) shall not constitute an acquisition
      which would cause a Change in Control. A "Non-Control Acquisition" shall
      mean an acquisition by (1) an employee benefit plan (or a trust forming a
      part thereof) maintained by (x) the Company or (y) any corporation or
      other Person of which a majority of its voting power or its equity
      securities or equity interest is owned directly or indirectly by the
      Company (a "Subsidiary"), (2) the Company or any Subsidiary, or (3) any
      Person in connection with a "Non-Control Transaction."

                    (b) The individuals who, as of the date hereof, are members
      of the Board (the "Incumbent Board"), cease for any reason to constitute
      at least two-thirds of the Board; provided, however, that if the election,
      or nomination for election by the Company's stockholders, of any new
      director was approved by a vote of at least two-thirds of the then
      Incumbent Board, such new director shall, for purposes of this Agreement,
      be considered as a member of the Incumbent Board; provided, further,
      however, that no individual shall be considered a member of the Incumbent
      Board if such individual initially assumed office as a result of either an
      actual or threatened "Election Contest" (as described in Rule 14a-11
      promulgated under the 1934 Act) or other actual or threatened solicitation
      of proxies or consents by or on behalf of a Person other than the Board (a
      "Proxy Contest") including by reason of any agreement intended to avoid or
      settle any Election Contest or Proxy Contest; or

                    (c) Approval by stockholders of the Company of:

                        (1) A merger, consolidation or reorganization involving
       the Company, unless
                            (A) the stockholders of the Company, immediately
          before such merger, consolidation or reorganization, own, directly or
          indirectly, immediately following such merger, consolidation or
          reorganization, at least sixty percent of the combined voting power of
          the outstanding Voting Securities of the corporation resulting from
          such merger or consolidation or reorganization (the "Surviving
          Corporation") in substantially the same proportion as their ownership
          of the Voting Securities immediately before such merger, consolidation
          or reorganization, and

                                       3
<PAGE>
 
                            (B) the individuals who were members of the
          Incumbent Board immediately prior to the execution of the agreement
          providing for such merger, consolidation or reorganization constitute
          at least two-thirds of the members of the board of directors of the
          Surviving Corporation or a corporation beneficially owning, directly
          or indirectly, a majority of the Voting Securities of the Surviving
          Corporation, and
                            (C) no Person (other than the Company, any
          Subsidiary, any employee benefit plan (or any trust forming a part
          thereof) maintained by the Company, the Surviving Corporation or any
          Subsidiary, or any Person who, immediately prior to such merger,
          consolidation or reorganization had Beneficial Ownership of thirty
          percent or more of the then outstanding Voting Securities) owns,
          directly or indirectly, thirty percent or more of the combined voting
          power of the Surviving Corporation's then outstanding voting
          securities, and
                            (D) a transaction described in clauses (A) through
          (C) shall herein be referred to as a "Non-Control Transaction";
                 
                 (2) A complete liquidation or dissolution of the Company; or
                 
                 (3) An agreement for the sale or other disposition of all or
       substantially all of the assets of the Company to any Person (other than
       a transfer to a Subsidiary).

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur
solely because any Person (the "Subject Person") acquired Beneficial Ownership
of more than the permitted amount of the outstanding Voting Securities as a
result of the acquisition of Voting Securities by the Company which, by reducing
the number of Voting Securities outstanding, increases the proportional number
of shares Beneficially Owned by the Subject Person, provided that if a Change in
Control would occur (but for the operation of this sentence) as a result of the
acquisition of Voting Securities by the Company, and after such share
acquisition by the Company, the Subject Person becomes the Beneficial Owner of
any additional Voting Securities which increases the percentage of the then
outstanding Voting Securities Beneficially Owned by the Subject Person, then a
Change in Control shall occur.
               (d) Notwithstanding anything contained in this Agreement to the
     contrary, if the Executive's employment is terminated prior to a Change in
     Control and the Executive reasonably demonstrates that such termination (i)
     was at the request of a third party who has indicated an intention or taken
     steps reasonably 

                                       4
<PAGE>
 
     calculated to effect a Change in Control and who effectuates a Change in
     Control (a "Third Party") or (ii) otherwise occurred in connection with, or
     in anticipation of, a Change in Control which actually occurs, then for all
     purposes of this Agreement, the date of a Change in Control with respect to
     the Executive shall mean the date immediately prior to the date of such
     termination of the Executive's employment.

            2.6.  Company.  For purposes of this Agreement, the "Company" shall
                  -------                                                      
  include the Company's "Successors and Assigns" (as hereinafter defined).

            2.7.  Disability.  For purposes of this Agreement, "Disability"
                  ----------                                               
  shall mean a physical or mental infirmity which impairs the Executive's
  ability to substantially perform his duties with the Company for a period of
  one hundred eighty consecutive days and the Executive has not returned to his
  full time employment prior to the Termination Date as stated in the "Notice of
  Termination" (as hereinafter defined).

            2.8.  Good Reason.
                  ----------- 
                 (a) For purposes of this Agreement, "Good Reason" shall mean
     the occurrence after a Change in Control of any of the events or conditions
     described in subsections (1) through (9) hereof:

                 (1) a change in the Executive's status, title, position or
       responsibilities (including reporting responsibilities) which, in the
       Executive's reasonable judgment, represents an adverse change from his
       status, title, position or responsibilities as in effect at any time
       within ninety days preceding the date of a Change in Control or at any
       time thereafter; the assignment to the Executive of any duties or
       responsibilities which, in the Executive's reasonable judgment, are
       inconsistent with his status, title, position or responsibilities as in
       effect at any time within ninety days preceding the date of a Change in
       Control or at any time thereafter; or any removal of the Executive from
       or failure to reappoint or reelect him to any of such offices or
       positions, except in connection with the termination of his employment
       for Disability, Cause, as a result of his death or by the Executive other
       than for Good Reason, provided, however, that, for purposes of this
       Section 2.8(a)(1), the fact that a Change in Control has occurred, in and
       of itself, shall not be deemed to constitute Good Reason;

                 (2) a reduction in the Executive's base salary or any failure
       to pay the Executive any compensation or benefits to which he is entitled
       within five days of notice thereof;

                 (3) the Company's requiring the Executive to be based at any
       place outside a 25-mile radius from his current place of employment,

                                       5
<PAGE>
 
       except for reasonably required travel on the Company's business which is
       not materially greater than such travel requirements prior to the Change
       in Control;

                 (4) the failure by the Company to provide the Executive with
       compensation and benefits, in the aggregate, at least equal (in terms of
       benefit levels and/or reward opportunities) to those provided for under
       each other employee benefit plan, program and practice in which the
       Executive was participating at any time within ninety days preceding the
       date of a Change in Control or at any time thereafter;

                 (5) the insolvency or the filing (by any party, including the
       Company) of a petition for bankruptcy of the Company, which petition is
       not dismissed within sixty days;

                 (6) any material breach by the Company of any provision of this
       Agreement;

                 (7) any purported termination of the Executive's employment for
       Cause by the Company which does not comply with the terms of Section 2.4;

                 (8) any event or occurrence constituting "good reason," as it
       may be defined in any agreement between the Executive and the Company or
       any of its affiliates; or

                 (9) the failure of the Company to obtain an agreement,
       satisfactory to the Executive, from any Successors and Assigns to assume
       and agree to perform this Agreement, as contemplated in Section 7 hereof.

               (b) Any event or condition described in Section 2.8(a)(1) through
     (9) which occurs prior to a Change in Control but which the Executive
     reasonably demonstrates (1) was at the request of a Third Party, or (2)
     otherwise arose in connection with, or in anticipation of, a Change in
     Control which actually occurs, shall constitute Good Reason for purposes of
     this Agreement notwithstanding that it occurred prior to the Change in
     Control.
               (c) The Executive's right to terminate his employment pursuant to
     this Section 2.8 shall not be affected by his incapacity due to a
     Disability

          2.9. Notice of Termination.  For purposes of this Agreement,
               ---------------------                                  
  following a Change in Control, "Notice of Termination" shall mean a written
  notice of termination from the Company of the Executive's employment which
  indicates the specific termination provision in this Agreement relied upon and
  which sets forth in reasonable 

                                       6
<PAGE>
 
  detail the facts and circumstances claimed to provide a basis for termination
  of the Executive's employment under the provision so indicated.

            2.10.  Successors and Assigns.  For purposes of this Agreement,
                   ----------------------                                  
  "Successors and Assigns" shall mean a corporation or other entity acquiring
  all or substantially all the assets and business of the Company whether by
  operation of law or otherwise, and any affiliate of such Successors and
  Assigns.

            2.11.  Termination Date.  For purposes of this Agreement,
                   ----------------                                  
  "Termination Date" shall mean (a) in the case of the Executive's death, his
  date of death, (b) in the case of Good Reason, the last day of his employment,
  and (b) in all other cases, the date specified in the Notice of Termination;
  provided, however, that if the Executive's employment is terminated by the
  Company for Cause or due to Disability, the date specified in the Notice of
  Termination shall be at least 30 days from the date the Notice of Termination
  is given to the Executive, provided that in the case of Disability the
  Executive shall not have returned to the full-time performance of his duties
  during such period of at least 30 days.

     3.     Termination of Employment.
            ------------------------- 

            3.1    Severance Pay and Benefits.  If, during the term of this
                   --------------------------                              
  Agreement, the Executive shall cease to be employed by Company following a
  Change in Control, the Executive shall be entitled to the following
  compensation and benefits:

                   (a) If the Executive's employment with the Company shall be
     terminated: (i) by the Company for Cause or Disability; (ii) by reason of
     the Executive's death; or (iii) by the Executive other than for Good
     Reason, the Company shall pay to the Executive the Accrued Compensation.

                   (b) If the Executive's employment with the Company shall be
     terminated before the Executive's death either: (i) by the Company other
     than for Cause or Disability or (ii) by the Executive for Good Reason, the
     Executive shall be entitled to the following:

                       (1) the Company shall pay the Executive all Accrued
       Compensation;

                       (2) the Company shall pay the Executive as severance pay
       and in lieu of any further compensation for periods subsequent to the
       Termination Date, in a single payment an amount in cash equal to the Base
       Amount and Bonus Amount that would have been paid for the remainder of
       the Employment Term; and

                                       7
<PAGE>
 
                 (3) for the remainder of the Employment Term (the "Continuation
       Period"), the Company shall at its expense continue on behalf of the
       Executive and his dependents and beneficiaries the medical, dental and
       hospitalization benefits provided (x) to the Executive at any time during
       the thirty (30) day period prior to the Change in Control or at any time
       thereafter or (y) to other similarly situated executives who continue in
       the employ of the Company during the Continuation Period.  The coverage
       and benefits (including deductibles and costs) provided in this Section
       3.1(b)(3) during the Continuation Period shall be no less favorable to
       the Executive and his dependents and beneficiaries, than the most
       favorable of such coverages and benefits during any of the periods
       referred to in clauses (x) and (y) above.  The Company's obligation
       hereunder with respect to the foregoing benefits shall be limited to the
       extent that the Executive obtains any such benefits pursuant to a
       subsequent employer's benefit plans, in which case the Company may reduce
       the coverage of any benefits it is required to provide the Executive
       hereunder as long as the aggregate coverages and benefits of the combined
       benefit plans is no less favorable to the Executive than the coverages
       and benefits required to be provided hereunder.  This subsection (3)
       shall not be interpreted so as to limit any benefits to which the
       Executive, his dependents or beneficiaries may be entitled under any of
       the Company's employee benefit plans, programs or practices following the
       Executive's termination of employment, including without limitation,
       retiree medical and life insurance benefits;

            3.2  Payment Form.  The amounts provided for in Sections 3.1(a) and
                 ------------                                                  
  3.1(b)(1) and (2) shall be paid in a single lump sum cash payment within 10
  business days after the Executive's Termination Date (or earlier, if required
  by applicable law).

            3.3  No mitigation.  The Executive shall not be required to mitigate
                 -------------                                                  
  the amount of any payment provided for in this Agreement by seeking other
  employment or otherwise and no such payment shall be offset or reduced by the
  amount of any compensation or benefits provided to the Executive in any
  subsequent employment except as provided in Section 3.1(b)(3).

            3.4  Other severance arrangements.  If the Executive is entitled to
                 ----------------------------                                  
  severance pay and benefits pursuant to this Agreement following a Change in
  Control, the following shall apply:

                 (a) The severance pay and benefits provided for in this Section
     3 shall be reduced by the amount of any other severance or termination pay
     to which the Executive may be entitled under any agreement with the Company
     or any of its Affiliates.

                                       8
<PAGE>
 
               (b) The Executive's entitlement to any other compensation or
     benefits or any indemnification shall be determined in accordance with the
     Company's employee benefit plans and other applicable programs, policies
     and practices or any indemnification agreement then in effect.

          4.   Notice of Termination.  Following a Change in Control, any
               ---------------------                                     
purported termination of the Executive's employment by the Company shall be
communicated by Notice of Termination to the Executive.  For purposes of this
Agreement, no such purported termination shall be effective without such Notice
of Termination.

          5.   Excise Tax Limitation.
               --------------------- 

               5.1  Notwithstanding anything contained in this Agreement to the
  contrary, to the extent that the payments and benefits provided under this
  Agreement and benefits provided to, or for the benefit of, the Executive under
  any other Company plan or agreement (such payments or benefits are
  collectively referred to as the "Payments") would be subject to the excise tax
  (the "Excise Tax") imposed under Section 4999 of the Internal Revenue Code of
  1986, as amended (the "Code"), the Payments shall be reduced (but not below
  zero) if and to the extent necessary so that no Payment to be made or benefit
  to be provided to the Executive shall be subject to the Excise Tax (such
  reduced amount is hereinafter referred to as the "Limited Payment Amount").
  Unless the Executive shall have given prior written notice specifying a
  different order to the Company to effectuate the foregoing, the Company shall
  reduce or eliminate the Payments, by first reducing or eliminating the portion
  of the Payments which are not payable in cash and then by reducing or
  eliminating cash payments, in each case in reverse order beginning with
  payments or benefits which are to be paid the farthest in time from the
  Determination (as hereinafter defined).  Any notice given by the Executive
  pursuant to the preceding sentence shall take precedence over the provisions
  of any other plan, arrangement or agreement governing the Executive's rights
  and entitlements to any benefits or compensation.

               5.2  The determination of whether the Payments shall be reduced
  to the Limited Payment Amount pursuant to this Agreement and the amount of
  such Limited Payment Amount shall be made, at the Company's expense, by an
  accounting firm selected by the Executive which is one of the six largest
  accounting firms in the United States (the "Accounting Firm"). The Accounting
  Firm shall provide its determination (the "Determination"), together with
  detailed supporting calculations and documentation to the Company and the
  Executive within ten days of the Termination Date, if applicable, or such
  other time as requested by the Company or by the Executive (provided the
  Executive reasonably believes that any of the Payments may be subject to the
  Excise Tax) and if the Accounting Firm determines that no Excise Tax is
  payable by the Executive with respect to the Payments, it shall furnish


                                       9
<PAGE>
 
  the Executive with an opinion reasonably acceptable to the Executive that no
  Excise Tax will be imposed with respect to any such Payments. The
  Determination shall be binding, final and conclusive upon the Company and the
  Executive.

          6.   Successors; Binding Agreement.
               ----------------------------- 

               6.1. This Agreement shall be binding upon and shall inure to the
  benefit of the Company, its Successors and Assigns, and the Company shall
  require any Successors and Assigns to expressly assume and agree to perform
  this Agreement in the same manner and to the same extent that the Company
  would be required to perform it if no such succession or assignment had taken
  place.

               6.2. Neither this Agreement nor any right or interest hereunder
  shall be assignable or transferable by the Executive, his beneficiaries or
  legal representatives, except by will or by the laws of descent and
  distribution. This Agreement shall inure to the benefit of and be enforceable
  by the Executive's legal personal representative.

          7.   Fees and Expenses.  The Company shall pay all legal fees and
               -----------------                                           
related expenses (including the costs of experts, evidence and counsel)
reasonably incurred by the Executive as they become due as a result of (a) the
Executive seeking to obtain or enforce any right or benefit provided by this
Agreement (including, but not limited to, any such fees and expenses incurred in
connection with the Dispute, and (b) the Executive's hearing before the Board as
contemplated in Section 2.4 of this Agreement; provided, however, that the
                                               --------  -------          
circumstances set forth in clause (a) (other than as a result of the Executive's
termination of employment under circumstances described in Section 2.5(d))
occurred on or after a Change in Control.

          8.   Notice.  For the purposes of this Agreement, notices and all
               ------                                                      
other communications provided for in the Agreement (including the Notice of
Termination) shall be in writing and shall be deemed to have been duly given
when personally delivered or sent by certified mail, return receipt requested,
postage prepaid, by overnight courier or by facsimile, addressed to the
respective addresses and facsimile numbers last given by each party to the
other, provided that all notices to the Company shall be directed to the
attention of the Board with a copy to the Secretary of the Company.  All notices
and communications shall be deemed to have been received on the date of delivery
thereof or on the third business day after the mailing thereof, except that
notice of change of address shall be effective only upon receipt.

          9.   Non-exclusivity of Rights.  Nothing in this Agreement shall
               -------------------------                                  
prevent or limit the Executive's continuing or future participation in any
benefit, bonus, incentive or other plan or program provided by the Company
(except for any severance or termination policies, plans, programs or practices)
and for which the Executive may qualify, nor shall 

                                       10
<PAGE>
 
anything herein limit or reduce such rights as the Executive may have under any
other agreements with the Company (except for any severance or termination
agreement). Amounts which are vested benefits or which the Executive is
otherwise entitled to receive under any plan or program of the Company shall be
payable in accordance with such plan or program, except as explicitly modified
by this Agreement.

          10.  No Guaranteed Employment.  The Executive and the Company
               ------------------------                                
acknowledge that, except as may otherwise be provided under any other written
agreement between the Executive and the Company, the employment of the Executive
by the Company is "at will" and may be terminated by either the Executive or the
Company at any time.

          11.  Settlement of Claims.  The Company's obligation to make the
               --------------------                                       
payments provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any circumstances, including, without
limitation, any set-off, counterclaim, recoupment, defense or other right which
the Company may have against the Executive or others.

          12.  Mutual Non-Disparagement.  The Company, its affiliates and
               ------------------------                                  
subsidiaries agree and the Company shall use its best efforts to cause their
respective executive officers and directors to agree, that they will not make or
publish any statement critical of the Executive, or in any way adversely
affecting or otherwise maligning the Executive's reputation.  The Executive
agrees that it will not make or publish any statement critical of the Company,
its affiliates and their respective executive officers and directors, or in any
way adversely affecting or otherwise maligning the business or reputation of any
member of the Company, its affiliates and subsidiaries and their respective
officers, directors and employees.

          13.  Miscellaneous.  No provision of this Agreement may be modified,
               -------------                                                  
waived or discharged unless such waiver, modification or discharge is agreed to
in writing and signed by the Executive and the Company.  No waiver by either
party hereto at any time of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.  No agreement or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not expressly set
forth in this Agreement.

          14.  Governing Law.  This Agreement shall be governed by and construed
               -------------                                                    
and enforced in accordance with the laws of the State of Colorado without giving
effect to the conflict of laws principles thereof.  Any action brought by any
party to this Agreement 

                                       11
<PAGE>
 
shall be brought and maintained in a court of competent jurisdiction in the City
and County of Denver in the State of Colorado.

          15.  Severability.  The provisions of this Agreement shall be deemed
               ------------                                                   
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof, and, in
such event, such provision shall be changed and interpreted so as to best
accomplish the objectives of such invalid or unenforceable provision within the
limits of applicable law or applicable court decisions.

                                       12
<PAGE>
 
          16.  Entire Agreement.  This Agreement constitutes the entire
               ----------------                                        
agreement between the parties hereto and supersedes all prior agreements, if
any, understandings and arrangements, oral or written, between the parties
hereto with respect to the subject matter hereof.

            IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer and the Executive has executed this
Agreement as of the day and year first above written.

                                 Barrett Resources Corporation
                                 
                                 By: /s/ PAUL M. RADY
                                    _____________________________
                                    Paul M. Rady
                                    President & Chief Executive Officer
                                    Barrett Resources Corp.
                              
                                 By: /s/ WILLIAM J. BARRETT
                                    _____________________________
                                    William J. Barrett

 ATTEST:                         By: /s/ EUGENE A. LANG, JR.
                                    _____________________________
                                    Eugene A. Lang, Jr.
                                    Secretary
                                    Barrett Resources Corp.
                                                            

                                       13