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                                                                    Exhibit 10.7


                           BELDEN & BLAKE CORPORATION
                     1999 CHANGE IN CONTROL PROTECTION PLAN
                                FOR KEY EMPLOYEES

Article I.  GENERAL STATEMENT OF PURPOSE.

                  This Belden & Blake Corporation 1999 Change in Control
                  Severance Pay Plan for Key Employees is designed to assure
                  fair treatment of Key Employees (as defined below) in the
                  event of a Change in Control (as defined below). In such
                  circumstances, it would permit Key Employees to make critical
                  career decisions in an atmosphere free of time pressure and
                  financial uncertainty, increasing their willingness to remain
                  with Belden & Blake Corporation notwithstanding the outcome of
                  a possible Change in Control.

Article II.  DEFINITIONS.

                  Where the following words and phrases appear in the Plan, they
                  shall have the respective meanings set forth below, unless
                  their context clearly indicates otherwise:

                  Section 2.1 APPLICABLE PERIOD. Each Key Employee shall be
                  notified in writing of his or her Applicable Period.
                  Section 2.2 BASE SALARY. The term "Base Salary" shall mean,
                  with respect to each Key Employee, the monthly rate of base
                  compensation of such Key Employee in effect immediately prior
                  to the Change in Control or at such higher rate as may be in
                  effect immediately prior to the Key Employee's termination of
                  employment. "Base Salary" shall include any portion of the Key
                  Employee's annual base compensation the receipt of which the
                  Key Employee has elected to defer.
                  Section 2.3 BOARD. The term "Board" shall mean the board of
                  directors of the Corporation.
                  Section 2.4 CAUSE. The term "Cause" shall mean that, prior to
                  any termination of employment pursuant to Section 3.1, the Key
                  Employee shall have committed:

                           (i)      (a)  an intentional act of fraud,
                                         embezzlement or theft in connection
                                         with his or her duties or in the course
                                         of his employment with the Company;

                                    (b)  intentional wrongful damage to property
                                         of the Company; or

                                    (c)  intentional wrongful disclosure of
                                         secret processes or confidential
                                         information of the Company; and

                           (ii) and any such act shall have been materially
                                harmful to the Company.

               For purposes of the Plan, no act or failure to act on
the part of the Key Employee shall be deemed "intentional" if it was due
primarily to an error in judgment or negligence, but shall be deemed
"intentional" only if done or omitted to be done by the Key Employee not in good
faith and without reasonable belief that his or her action or omission was in
the best interest of the Company. Notwithstanding the foregoing, the Key
Employee shall not be deemed to have been terminated for "Cause" hereunder
unless and until there shall have been delivered to the Key Employee a copy of a
resolution duly adopted by the affirmative vote of not less than three quarters
of the Board then in office at a meeting of the Board called and held for such
purpose, after reasonable notice to the Key Employee and an opportunity for the
Key Employee, together with his counsel (if the Key Employee chooses to have
counsel present at such meeting), to be heard before the


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Board, finding that, in the good faith opinion of the Board, the Key Employee
had committed an act constituting "Cause" as herein defined and specifying the
particulars thereof in detail. Nothing herein will limit the right of the Key
Employee or his beneficiaries to contest the validity or propriety of any such
determination.
                  Section 2.5 CHANGE IN CONTROL. The term "Change in Control"
                  shall mean the following and shall be deemed to occur if:
                           (i)      Prior to the occurrence of an underwritten
                                    public offering of the Company's equity
                                    securities, any of the following events
                                    occurs:
                                    (A) Any individual, entity or group (within
                                        the meaning of Section 13(d)(3) or
                                        14(d)(2) of the Securities Exchange Act
                                        of 1934, as amended) (each, a "Person"),
                                        other than a Permitted Holder, becomes
                                        the beneficial owner (within the meaning
                                        of Rule 13d-3 promulgated under the
                                        Securities Exchange Act of 1934, as
                                        amended) of 50% or more of either the
                                        then outstanding shares of common stock
                                        ("Outstanding Common Stock") or the
                                        combined voting power of the
                                        Corporation's then outstanding Voting
                                        Stock; or
                                    (B) Consummation by the Corporation of the
                                        sale or other disposition by the
                                        Corporation of all or substantially all
                                        of the Corporation's assets or a merger,
                                        consolidation or other reorganization of
                                        the Corporation with any other Person,
                                        other than:
                                        (3) a merger, consolidation or
                                            other reorganization that would
                                            result in the Voting Stock of the
                                            Corporation outstanding immediately
                                            prior thereto (or, in the case of a
                                            reorganization or merger or
                                            consolidation that is preceded or
                                            accomplished by an acquisition or
                                            series of related acquisitions by
                                            any person, by tender or exchange
                                            offer or otherwise, of Voting Stock
                                            representing 50% or more of the
                                            combined voting power of all
                                            securities of the Corporation,
                                            immediately prior to such
                                            acquisition or the first acquisition
                                            in such series of acquisitions)
                                            continuing to represent, either by
                                            remaining outstanding or by being
                                            converted into voting securities of
                                            another entity, more than 50% of the
                                            combined voting power of the Voting
                                            Stock of the Corporation or such
                                            other entity outstanding immediately
                                            after such reorganization or merger
                                            or consolidation (or series of
                                            related transactions involving such
                                            a reorganization or merger or
                                            consolidation), or

                                        (4) a merger, consolidation or other
                                            reorganization effected to implement
                                            a recapitalization or
                                            reincorporation of the Corporation
                                            (or similar transaction) that does
                                            not result in a material change in
                                            beneficial ownership of the Voting
                                            Stock of the Corporation or its
                                            successor.


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                           (ii)     following the occurrence of an underwritten
                                    public offering of the Corporation's equity
                                    securities, any of the following events
                                    occur:

                                    (A)     the acquisition in one or more
                                            transactions by any Person, other
                                            than a Permitted Holder, of
                                            beneficial ownership (within the
                                            meaning of Rule 13d-3 promulgated
                                            under the Securities Exchange Act of
                                            1934, as amended) of greater than
                                            thirty percent (30%) of the
                                            Outstanding Common Stock or the
                                            Corporation's Voting Stock; or

                                    (B)     the consummation of a merger,
                                            reorganization, consolidation, share
                                            exchange, transfer of assets or
                                            other transaction having similar
                                            effect involving the Corporation,
                                            unless, following such transaction,
                                            stock possessing at least fifty
                                            percent (50%) of the Outstanding
                                            Common Stock and the outstanding
                                            Voting Stock of the Corporation
                                            resulting from such transaction is
                                            beneficially owned, directly or
                                            indirectly, by Permitted Holders, or
                                            Persons who were beneficial owners
                                            of the Outstanding Common Stock and
                                            the Corporation's Voting Stock,
                                            respectively, immediately prior to
                                            such transaction; or

                                    (C)     individuals who are members of the
                                            Board of the Corporation as of the
                                            Effective Date of this Agreement
                                            (the "Incumbent Directors") cease
                                            for any reason to constitute at
                                            least a majority of the members of
                                            the Board; provided, however, that
                                            any individual becoming a director
                                            subsequent to the date of this
                                            Agreement whose appointment to the
                                            Board or nomination for election by
                                            the Corporation was approved by a
                                            vote of at least a majority of the
                                            Incumbent Directors then in office
                                            (unless such appointment or election
                                            was at the request of an unrelated
                                            third party who has taken steps
                                            reasonably calculated to result in a
                                            Change in Control as described in
                                            paragraphs (A) or (B) above and who
                                            has indicated publicly an intent to
                                            seek control of the Corporation)
                                            shall be treated from the date of
                                            his or her appointment or election
                                            as an Incumbent Director; or

                                    (D)     consummation of a complete
                                            liquidation or dissolution of the
                                            Corporation.

         For purposes of this Agreement, "Permitted Holders" means (i) TPG
Partners II, L.P., TPG Parallel II, L.P. and TPG Investors II, L.P. (the
"Investors"), (ii) any investment partnership or fund management by the
principals of TPG II, (iii) any partners of the Investors, (iv) members of the
immediate family of the persons described in (iii) and trusts for the benefit of
members of their immediate family, (iv) the respective affiliates (within the
meaning ascribed to such term in Rule 405 of the Securities Act of 1933, as
amended) of Persons described in this Section 2.5, and (v) any Person acting in
the capacity of an underwriter in connection with a public or private offering
of the

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Corporation's equity securities. Notwithstanding any provision of this Section
2.5 to the contrary, a Change in Control shall not be deemed to occur as a
result of the Company's formation of a royalty trust or the transfer of assets
of the Company to such a royalty trust.
                      Section 2.6 CODE. The term "Code" shall mean the Internal
                      Revenue Code of 1986, as amended.
                      Section 2.7 COMMITTEE. The term "Committee" shall mean the
                      Compensation Committee of the Board.
                      Section 2.8 COMPANY. The term "Company" shall mean the
                      Corporation and its Subsidiaries.
                      Section 2.9 CORPORATION. The term "Corporation" shall mean
                      the Belden & Blake Corporation, an Ohio corporation, and
                      any Successor.
                      Section 2.10 DATE OF TERMINATION. The term "Date of
                      Termination" shall mean the effective date of a Key
                      Employee's termination of employment other than
                      termination for Cause.
                      Section 2.11 EFFECTIVE DATE. The term "Effective Date"
                      shall mean August 12, 1999.
                      Section 2.12 KEY EMPLOYEE. The term "Key Employee" shall
                      mean each of the employees of the Company who is notified
                      in writing of his or her eligibility to participate in
                      this Plan. Notwithstanding the foregoing, employees who
                      would otherwise be Key Employees shall not be Key
                      Employees for purposes of the Plan if they have entered
                      into an employment agreement, severance agreement or
                      similar arrangement with the Company providing for the
                      payment of severance compensation in specified
                      circumstances following a Change in Control.
                      Section 2.13 PLAN. The term "Plan" shall mean Belden &
                      Blake Corporation 1999 Change in Control Protection Plan
                      for Key Employees.
                      Section 2.14 SEVERANCE PAY. The term "Severance Pay" shall
                      mean the amount payable as set forth in Section 3.2 of the
                      Plan.
                      Section 2.15 SUBSIDIARY. The term "Subsidiary" shall mean
                      an entity in which the Corporation directly or indirectly
                      beneficially owns 50% or more of the outstanding Voting
                      Stock.
                      Section 2.16 SUCCESSOR. The term "Successor" shall mean
                      another corporation or unincorporated entity or group of
                      corporations or unincorporated entities that acquires
                      ownership, directly or indirectly, of all or substantially
                      all of the assets of the Company whether by purchase,
                      merger, consolidation, reorganization or otherwise.
                      Section 2.17 VOTING STOCK. The term "Voting Stock" shall
                      mean securities entitled to vote generally in the election
                      of directors.
Article III.  SEVERANCE BENEFITS
                      Section 3.1  ELIGIBILITY.

                      (a) A Key Employee will be eligible for Severance Pay
                      under the Plan if within six (6) months prior to the
                      occurrence of a Change of Control or within two (2) years
                      after the occurrence of a Change in Control:
                           (i) The Key Employee's employment with the
                           Company is terminated by the Company other than for
                           Cause; or

                           (ii) The Key Employee resigns from his or her
                           employment with the Company following the occurrence
                           of any of the following events:

                                    (A) A reduction in the Key Employee's Base
                           Salary in effect immediately prior to the Change in
                           Control or a material reduction or termination of
                           medical benefit coverage to which the Key Employee or
                           his dependents were entitled immediately prior to the
                           Change in Control;


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                           or
                                    (B) The Company requires the Key Employee to
                           change his or her principal location of work to any
                           location which is in excess of 40 miles from the
                           location thereof immediately prior to the Change in
                           Control; or

                                    (C) a substantial and adverse change in the
                           Key Employee's status or position as a key employee
                           of the Company, or a substantial reduction in the
                           duties and responsibilities previously exercised by
                           the Key Employee, except in connection with the
                           termination of the Key Employee's employment for
                           Cause or permanent disability, or as a result of the
                           Key Employee's death.

                  (b) Notwithstanding the provisions of Section 3.1(a), a Key
Employee will not be eligible for Severance Pay under the Plan if the Key
Employee's employment with the Company is terminated by the Company prior to the
occurrence of a Change in Control under circumstances constituting "cause" as
defined in the Belden & Blake Corporation 1999 Severance Pay Plan.
                  Section 3.2 SEVERANCE PAY. Each Key Employee who is terminated
                  under the circumstances described in Section 3.1 shall, within
                  five (5) business days after such termination, receive
                  Severance Pay from the Company in a lump sum payment (the
                  "Severance Payment") in an amount equal to the Key Employee's
                  Base Salary times the number of months in the Applicable
                  Period.
                  Section 3.3 LIMITATION AND INDEMNIFICATION. (a)
                  Notwithstanding anything in the Plan to the contrary, the
                  Company shall not be obligated to pay to any Key Employee any
                  amount of money which is in excess of the then maximum amount
                  which the Company can deduct for federal income tax purposes.
                  (b) Without limiting the generality of paragraph (a) of this
                  Section, if any Key Employee is a "disqualified individual",
                  as defined in Section 280G(c) of the Code, the present value
                  of payments under the Plan made to the Key Employee shall not
                  in the aggregate be greater than the excess, if any, of (i)
                  299% of the Key Employee's "base amount", as determined under
                  Section 280G of the Code, over (ii) the aggregate present
                  value of all payments outside of this Plan that are in the
                  nature of compensation (other than the payments under the
                  Plan) to or for the Key Employee's benefit that are considered
                  "contingent on a change" in ownership or control of the
                  Corporation as determined under Section 280G(b)(2) of the
                  Code. If the application of the preceding sentence should
                  require a reduction in benefits, such reduction shall be
                  implemented by reducing any cash benefits to the extent
                  necessary. In each case, the reductions shall be made starting
                  with the latest payment. In no event, however, will any
                  benefit be reduced to the extent such benefit is specifically
                  excluded by Section 280G(b) of the Code as a "parachute
                  payment" or as an "excess parachute payment". Any decisions
                  regarding the requirement or implementation of such reductions
                  shall be made by tax counsel selected by the Corporation's
                  independent accountants and acceptable to the Key Employee.
                  (c) Unless otherwise prohibited by applicable law, if,
                  notwithstanding the application of paragraph (b) of this
                  Section, an amount paid to the Key Employee under the Plan is
                  subject to the excise tax imposed by Section 4999 of the Code,
                  the Company shall pay to the Key Employee an additional amount
                  in cash (the "Additional Payment") equal to the amount


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                  necessary to cause the aggregate remuneration received by the
                  Key Employee under the Plan, including such additional cash
                  payment (net of all federal, state and local income taxes and
                  all taxes payable as the result of the application of Sections
                  280G and 4999 of the Code to be equal to the aggregate
                  remuneration the Key Employee would have received, excluding
                  such Additional Payment (net of all federal, state and local
                  income taxes), as if Sections 280G and 4999 of the Code had
                  not been enacted into law.
                  Section 3.4 MITIGATION. A Key Employee shall not be required
                  to mitigate the amount of any Severance Payment provided for
                  in the Plan by seeking other employment or otherwise.
                  Section 3.5 TIMING OF SEVERANCE PAY, ETC. Severance Pay and
                  any Additional Payment shall not be included as earnings for
                  the purpose of calculating contributions or benefits under any
                  employee benefit plan of the Company. Severance Pay and the
                  Additional Payment shall not be made from any benefit plan
                  funds, and shall constitute an unfunded unsecured obligation
                  of the Company. Severance Pay shall be paid in a lump sum on
                  the Date of Termination or promptly thereafter. The Additional
                  Payment shall be paid in a lump sum as soon as practicable
                  after the amount of such Payment has been calculated.
                  Severance Pay and the Additional Payment shall be net of any
                  income, excise or employment taxes which are required to be
                  withheld from such payment.
                  Section 3.6 RELEASE. Payment of the Severance Pay and any
                  Additional Payment as set forth in Section 3.2 and Section 3.3
                  (c) respectively, to a Key Employee is conditioned upon the
                  Key Employee executing and delivering a release satisfactory
                  to the Corporation releasing the Company from any and all
                  claims, demands, damages, actions and/or causes of action
                  whatsoever, which he or she may have had on account of the
                  termination of his or her employment, including, but not
                  limited to claims of discrimination, including on the basis of
                  sex, race, age, national origin, religion, or handicapped
                  status (with all applicable periods during which the Employee
                  may revoke the release or any provision thereof having
                  expired), and any and all claims, demands and causes of action
                  for retirement (other than under the Belden & Blake
                  Corporation Employees 401(k) Profit Sharing Plan or under any
                  "welfare benefit plan" of the Company (as the term "welfare
                  benefit plan" is defined in Section 3(1) of the Employee
                  Retirement Income Security Act of 1974, as amended)),
                  severance or other termination pay. Such release shall not,
                  however, apply to the ongoing obligations of the Company
                  arising under the Plan, or rights of indemnification the
                  Employee may have under the Company's policies or by contract
                  or by statute.
                  Section 3.7 CONFIDENTIALITY; CONFIDENTIAL INFORMATION. Payment
                  of Severance Pay and any Additional Payment as set forth in
                  Section 3.2 and Section 3.3(c), respectively, to a Key
                  Employee is conditioned upon the Key Employee agreeing in
                  writing with the Company that:
                  (a) The Key Employee acknowledges and agrees that in the
                  performance of his of her duties as an employee of the
                  Company, he or she was brought into frequent contact with, had
                  access to, and became informed of confidential and proprietary
                  information of the Company and/or information which is a trade
                  secret of the Company (collectively, "Confidential
                  Information"), as more fully described in Subsection (b) of
                  this Section. The Key Employee acknowledges and agrees that
                  the Confidential Information of the Company gained by the Key
                  Employee during his association with the Company was developed
                  by and/or for the


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                  Company through substantial expenditure of time, effort and
                  money and constitutes valuable and unique property of the
                  Company.

                  (b) The Key Employee will keep in strict confidence, and will
                  not, directly or indirectly, at any time, disclose, furnish,
                  disseminate, make available, use or suffer to be used in any
                  manner any Confidential Information of the Company without
                  limitation as to when or how the Key Employee may have
                  acquired such Confidential Information. The Key Employee
                  specifically acknowledges that Confidential Information
                  includes any and all information, whether reduced to writing
                  (or in a form from which information can be obtained,
                  translated, or derived into reasonably usable form), or
                  maintained in the mind or memory of the Key Employee and
                  whether compiled or created by the Company, which derives
                  independent economic value from not being readily known to or
                  ascertainable by proper means by others who can obtain
                  economic value from the disclosure or use of such information,
                  that reasonable efforts have been put forth by the Company to
                  maintain the secrecy of Confidential Information, that such
                  Confidential Information is and will remain the sole property
                  of the Company, and that any retention or use by the Key
                  Employee of Confidential Information after the termination of
                  the Key Employee's employment with and services for the
                  Company shall constitute a misappropriation of the Company's
                  Confidential Information.
                  (c) The Key Employee further agrees that he or she shall
                  return, within ten (10) days of the effective date of his or
                  her termination as an employee of the Company, in good
                  condition, all property of the Company then in his or her
                  possession, including, without limitation, (i) property,
                  documents and/or all other materials (including copies,
                  reproductions, summaries and/or analyses) which constitute,
                  refer or relate to Confidential Information of the Company,
                  (ii) keys to Company property, (iii) files and (iv) blueprints
                  or other drawings.
                  (d) The Key Employee further acknowledges and agrees that his
                  or her obligation of confidentiality shall survive until and
                  unless such Confidential Information of the Company shall have
                  become, through no fault of the Key Employee, generally known
                  to the public or the Key Employee is required by law (after
                  providing the Company with notice and opportunity to contest
                  such requirement) to make disclosure. The Key Employee's
                  obligations under this Subsection are in addition to, and not
                  in limitation or preemption of, all other obligations of
                  confidentiality which the Key Employee may have to the Company
                  under general legal or equitable principles or statutes.
Article IV.  SUCCESSORS, ASSIGNMENT, REMEDIES AND WITHHOLDING TAXES
                  Section 4.1  SUCCESSORS AND BINDING EFFECT.
                  (a) The Company shall require any Successor to assume and
                  agree to perform the obligations under the Plan in the same
                  manner and to the same extent the Company would be required to
                  perform if no such succession had taken place. The Plan shall
                  be binding upon and inure to the benefit of the Company and
                  any Successor to the Company, but shall not otherwise be
                  assignable, transferable or delegable by the Company.
                  (b) The rights under the Plan shall inure to the benefit of
                  and be enforceable by the Key Employee's personal or legal
                  representatives, executors, administrators, successors, heirs,
                  distributees and/or legatees.
                  (c) The rights under the Plan are personal in nature and
                  neither the Company nor any Key Employee shall, without the
                  consent of the other, assign, transfer or delegate the Plan or
                  any rights or obligations hereunder except as expressly
                  provided in this Section. Without limiting the


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                  generality of the foregoing, a Key Employee's right to receive
                  payments hereunder shall not be assignable, transferable or
                  delegable, whether by pledge, creation of a security interest
                  or otherwise, other than by a transfer by his or her will or
                  by the laws of descent and distribution and, in the event of
                  any attempted assignment or transfer contrary to this Section,
                  the Company shall have no liability to pay any amount so
                  attempted to be assigned, transferred or delegated.
                  (d) The obligation of the Company to make payments hereunder
                  shall represent an unsecured obligation of the Company.
                  (e) The Corporation and each Key Employee recognize that each
                  party will have no adequate remedy at law for breach by the
                  other of any of the agreements contained herein and, in the
                  event of any such breach, the Corporation and each Key
                  Employee hereby agree and consent that the other shall be
                  entitled to a decree of specific performance, mandamus or
                  other appropriate remedy to enforce performance of obligations
                  under the Plan.
                  Section 4.2 WITHHOLDING OF TAXES. The Company may withhold
                  from any amounts payable under the Plan all federal, state,
                  city or other taxes as shall be required pursuant to any law
                  or government regulation or ruling.
Article V.  DURATION, AMENDMENT AND TERMINATION
                  Section 5.1 DURATION. If a Change in Control has not occurred,
                  the Plan shall expire three (3) years from the Effective Date,
                  unless extended for an additional period or periods by
                  resolution adopted by the Board in its discretion at any time
                  during the term of the Plan.
                  Section 5.2 AMENDMENT. The Corporation reserves the right, at
                  any time prior to the occurrence of a Change in Control, to
                  amend, modify, change or terminate this Plan or any award
                  hereunder at any time with or without notice or any liability
                  to Key Employees. The Plan shall not be amended, modified,
                  changed or terminated after the occurrence of a Change in
                  Control without the written consent of each Key Employee.

Article VI.  ADMINISTRATION OF THE PLAN

                  Section 6.1 IN GENERAL. For the purposes of the Employee
                  Retirement Income Security Act of 1974, the Plan shall be
                  administered by the Corporation, which shall be named
                  fiduciary under the Plan. The Corporation shall have the sole
                  and absolute discretion to interpret where necessary all
                  provisions of the Plan (including, without limitation, by
                  supplying omissions from, correcting deficiencies in, or
                  resolving inconsistencies or ambiguities, in the language of
                  the Plan), to determine the rights and status under the Plan
                  of Key Employees or other persons, to resolve questions or
                  disputes arising under the Plan and to make any determinations
                  with respect to the benefits payable hereunder and the persons
                  entitled thereto as may be necessary for the purposes of the
                  Plan. Without limiting the generality of the forgoing, the
                  Corporation is hereby granted the authority (i) to determine
                  whether a particular employee is a "Key Employee" under the
                  Plan and (ii) to determine whether a particular Key Employee
                  is eligible for Severance Pay and any Additional Payment under
                  the Plan.
                  Section 6.2 DELEGATION OF DUTIES. The Corporation may delegate
                  any of its administrative duties, including, without
                  limitation, duties with respect to the processing, review,
                  investigation, approval and payment of Severance Pay and any
                  Additional Payment, to named administrator or administrators.



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                  Section 6.3 REGULATIONS. The Corporation shall promulgate any
                  rules and regulations it deems necessary in order to carry out
                  the purposes of the Plan or to interpret the terms and
                  conditions of the Plan; provided, however, that no rule,
                  regulation or interpretation shall be contrary to the
                  provisions of the Plan.
                  Section 6.4 CLAIMS PROCEDURE. The Corporation shall determine
                  the rights of any employee of the Company to any Severance Pay
                  or an any Additional Payment hereunder.
                  (a) Any employee or former employee of the Company who
                  believes that he or she is entitled to receive Severance Pay
                  and any Additional Payment under the Plan, including other
                  than that initially determined by the Corporation, may file a
                  claim in writing with the Vice President of Human Resources of
                  the Corporation. The Corporation shall, no later than ninety
                  (90) days after the receipt of a claim, either allow or deny
                  the claim by written notice to the claimant. If a claimant
                  does not receive written notice of the Corporation's decision
                  on his or her claim within such 90-day period, the claim shall
                  be deemed to have been denied in full. A denial or partial of
                  a claim by the Company shall be dated (the "Determination
                  Date"), signed by the Corporation and written in a manner
                  calculated to be understood by the claimant and shall include:
                  (i) the specific reason or reasons for the denial;
                           (ii) specific reference to pertinent Plan provisions
                           on which the denial is based;
                           (iii) a description of any additional material or
                           information necessary for the claimant to perfect the
                           claim and an explanation of why such material or
                           information is necessary; and
                           (iv) an explanation of the claim review procedure.
                  (b) A claimant whose claim is denied (or his of her duly
                  authorized representative) may, within sixty (60) days after
                  receipt of denial of his or her claim, request a review of
                  such denial by the Corporation by filing with the Secretary of
                  the Corporation a written request for review of his or her
                  claim. If the claimant does not file a request for review with
                  the Corporation within such 60-day period, then the claimant
                  shall be deemed to have acquiesced in the original decision of
                  the Corporation on his or her claim. If a written request for
                  review is so filed within such 60-day period, then the
                  Corporation shall conduct a full and fair review of such
                  claim. During such full review, the claimant or his or her
                  duly authorized representative shall be given the opportunity
                  to review documents that are pertinent to his or her claim and
                  to submit issues and comments in writing. The Corporation
                  shall notify the claimant of its decision on review within
                  sixty (60) days after receipt of a request for review unless
                  special circumstances, including the advisability of a
                  hearing, require an extension of time for processing, in which
                  case a decision shall be rendered as soon as possible, but not
                  later than 120 days after receipt of a request for review. All
                  applicable governmental regulations regarding claims and
                  review shall be observed by the Corporation in connection with
                  its administration of the Plan. Notice of the decision on
                  review shall be in writing signed by the Corporation and
                  written in a manner calculated to be understood by the
                  claimant and shall include: (i) the specific reason or reasons
                  for the decision; and (ii) specific references to the
                  pertinent Plan provisions on which the decision is based. If
                  the decision on review is not furnished to the claimant within
                  such 60-day period, the claim shall be deemed to have been
                  denied on review. All decisions of the Corporation on review
                  are final.
                  Section 6.5 REVOCABILITY OF ACTION. Any action taken by the
                  Corporation

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                  with respect to the rights or benefits under the Plan of any
                  employee shall be revocable by the Corporation as to payments
                  or distributions not yet made to such person, and acceptance
                  of Severance Pay and any Additional Payment under the Plan
                  constitutes acceptance of and agreement to the Corporation
                  making any appropriate adjustments in future payments or
                  distributions to such person to offset any excess or
                  underpayment previously made to him or her.
                  Section 6.6 EXECUTION OF RECEIPT. Upon receipt of any
                  Severance Pay and any Additional Payment hereunder, the
                  Corporation reserves the right to require any Key Employee to
                  execute a receipt evidencing the amount and payment of such
                  Severance Pay and any Additional Payment.

Article VII.  MISCELLANEOUS

                  Section 7.1 NO RIGHT TO EMPLOYMENT. Nothing expressed or
                  implied in the Plan shall create any right or duty on the part
                  of the Company or the Key Employee to have the Key Employee
                  remain in the employment of the Company at any time prior to a
                  Change in Control. Any termination of employment of the Key
                  Employee or the removal of the Key Employee from the office or
                  position in the Company prior to a Change in Control but
                  following the commencement of any discussion with any third
                  person that ultimately results in a Change in Control shall be
                  deemed to be a termination or removal of the Key Employee
                  after a Change in Control for purposes of the Plan.
                  Section 7.2 GOVERNING LAW. The validity, interpretation,
                  construction and performance of the Plan shall be governed by
                  the laws of the State of Ohio, without giving effect to the
                  principals of conflict of laws of such State.
                  Section 7.3 VALIDITY. If any provisions of the Plan or the
                  application of any provision hereof to any person or
                  circumstance is held invalid, unenforceable or otherwise
                  illegal, the remainder of the Plan and the application of such
                  provision to any other person or circumstances shall not be
                  affected, and the provision so held to be invalid,
                  unenforceable or otherwise illegal shall be reformed to the
                  extent (and only to the extent) necessary to make it
                  enforceable, valid and legal.
                  Section 7.4 CAPTIONS. The captions in the Plan are for
                  convenience of reference only and do not define, limit or
                  describe the scope or intent of the Plan or any part hereof
                  and shall not be considered in any construction hereof.
                  Section 7.5 OTHER PLANS. This Plan and the Belden & Blake
                  Corporation 1999 Change in Control Protection Plan for Regular
                  Employees are intended to replace in their entirety as of the
                  Effective Date the Belden & Blake Corporation Severance Pay
                  Plan, effective October 1, 1996, the Severance Pay Plan for
                  Key Employees of Belden & Blake Corporation (Tier I
                  Employees), effective October 1, 1996, and the Severance
                  Agreements, dated as of October 25, 1996, between the
                  Corporation and certain employees designated as Tier II or
                  Tier III Employees. Such prior Plans and Agreements are
                  terminated as of the Effective Date. Individual Severance
                  Agreements between the Corporation and certain employees
                  designated as Tier III Employees shall remain in effect in
                  accordance with their respective terms until the expiration
                  date thereof, June 27, 2000.
                  Section 7.6  PLAN INFORMATION.

                  (a) PLAN SPONSOR: The plan is sponsored by Belden & Blake
Corporation; Telephone: (330) 499-1660.



<PAGE>   11

                  (b) PLAN ADMINISTRATOR: Belden & Blake Corporation is the plan
administrator. The plan administrator makes the rules and regulations necessary
to administer the plan. The plan administrator shall have the responsibility and
discretionary authority to interpret the terms of this Plan, to determine
eligibility for benefits and to determine the amount of the benefits. The
interpretations and determinations of the plan administrator shall be final and
binding, unless determined by a court of competent jurisdiction to be arbitrary
and capricious.

                  (c) AGENT FOR LEGAL PROCESS: Joseph M. Vitale is the agent for
service of legal process. Any communications should be sent to Joseph M. Vitale
at the following address:

                  Belden & Blake Corporation
                  5200 Stoneham Road
                  North Canton, Ohio  47720

Legal process may also be served on the plan administrator at the following
address:

                  Belden & Blake Corporation
                  5200 Stoneham Road
                  North Canton, Ohio 47720

                  (d) PLAN YEAR: The records of the plan are kept on a calendar
year basis.

                  (e) IDENTIFICATION NUMBER: If an employee needs to discuss the
plan with a federal government agency, he should reference the plan number,
511. Belden & Blake Corporation's employer identification number is 34-1021371.





                  IN WITNESS WHEREOF, Belden & Blake Corporation has caused the
Plan to be executed as of the 12th day of August 1999.

ATTEST:                                        BELDEN & BLAKE CORPORATION




                                               By: /s/John L. Schwager


                                               Title: Chief Executive Officer