AMENDED AND RESTATED
                                CHANGE IN CONTROL
                               SEVERANCE PAY PLAN
                       OF THE HOME-STAKE OIL & GAS COMPANY

          Amended and Restated effective the 5th day of February, 1998
       ------------------------------------------------------------------



     THIS  AMENDED  AND  RESTATED  CHANGE IN CONTROL  SEVERANCE  PAY PLAN OF THE
HOME-STAKE  OIL & GAS COMPANY (the "Plan")  amended and restated  effective this
5th day of February, 1998, by THE HOME-STAKE OIL & GAS COMPANY (the "Company").

     WITNESSETH:

     WHEREAS,  the Company  adopted The  Home-Stake  Oil & Gas Company Change in
Control  Severance Pay Plan (the "Original Plan") effective as of March 1, 1992;
and

     WHEREAS,  the  Company  adopted the  Original  Plan in  recognition  of the
possibility  that the stock or  assets  of the  Company  may be  acquired  by an
unrelated entity,  and that such  possibility,  and the uncertainty which it may
raise  for the  employees  of the  Company,  could  result in the  departure  or
distraction  of employees of the Company to the detriment of the Company and its
shareholders; and

     WHEREAS, the Board of Directors of the Company adopted the Original Plan to
encourage the continued attention and dedication of the employees of the Company
to their duties without  distraction in the face of potential changes in control
of the Company; and

     WHEREAS,  the Company  continues to desire to provide for  severance pay in
the event of such change of control, pursuant to the terms and provisions of the
Plan; and

     WHEREAS,  in Section  5.6 of ARTICLE V of the  Original  Plan,  the Company
reserved the right to modify or amend the Plan or any  provision  thereof at any
time; provided, however, that no such change should decrease any accrued benefit
after the  occurrence of a Change in Control,  as defined in the Original  Plan;
and

     WHEREAS, no such Change in Control has occurred; and

     WHEREAS,  the Company desires to change certain terms and provisions of the
Original Plan and to amend and restate the same;



                                       -1-

<PAGE>



     NOW THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Company hereby amends and restates the Original Plan to read as follows:

                                    ARTICLE I

                                   DEFINITIONS

     1.1.  "Change in Control" shall mean that (A) all or  substantially  all of
the assets of the  Company  are sold,  transferred,  assigned  to, or  otherwise
acquired by any entity (or entities)  which is unrelated to the ownership of the
Company;  or (B) all or  substantially  all of the stock of the Company is sold,
transferred,  assigned  to, or  otherwise  acquired by any entity (or  entities)
which is unrelated to the ownership of the Company,  including,  but not limited
to, a transfer by operation  of law in a merger,  consolidation  or  acquisition
involving the Company.  The  determination of whether (i) there is a transfer of
substantially  all of the assets or stock of the  Company  and (ii)  whether the
acquiring  entity (or  entities) is  unrelated  to the  ownership of the Company
shall be within the sole discretion of the Board of Directors of the Company.  A
Change in Control does not occur in the event that the Company makes a reduction
in the size of its Employee staff.

     1.2. "Code" shall mean the Internal  Revenue Code of 1986, as amended,  and
successor tax laws.

     1.3.  "Committee"  shall  mean  the  persons  designated  by the  Board  of
Directors of the Company as the  Administrative  Committee for the Plan pursuant
to paragraph 4.1 of ARTICLE IV hereof.

     1.4. "Company" shall mean The Home-Stake Oil & Gas Company,  its successors
and assigns.

     1.5.  "Eligible  Employee"  shall mean any  Employee,  other than Robert C.
Simpson,  who is receiving Salary for personal  services rendered to the Company
(or who would be receiving such renumeration except for a Leave of Absence).

     1.6.  "Employee"  shall  mean any  full-time,  common law  employee  of the
Company and shall not include persons engaged as independent contractors.

     1.7.  "ERISA"  shall mean the Employee  Retirement  Income  Security Act of
1974, as amended, and regulations issued pursuant thereto.

     1.8.  "Involuntary  Termination of Employment"  means the termination of an
Eligible  Employee's  employment  with the Company,  unless such  termination of
employment is due to (a) death;  (b) voluntary  termination of employment by the
Eligible  Employee;  (c) total  disability;  or (d) the failure of the  Eligible
Employee to satisfactorily perform his employment services or to comply with the


                                       -2-

<PAGE>



policies and procedures of the Company, determined within the sole discretion of
the Committee,  which failure existed immediately prior to the effective date of
a Change in Control. In addition, an Involuntary  Termination of Employment does
not  occur  when (A) an  Eligible  Employee  receives,  but fails to  accept,  a
"reasonable  alternative  employment  offer"  from  the  unrelated  entity  that
acquires all or  substantially  all of the assets or stock of the Company or (B)
an Eligible Employee receives and accepts a "reasonable  alternative  employment
offer" and such employment with the acquiring  entity  continues for a period of
twelve  (12)  months  from  the  date  of  commencement  of such  employment.  A
"reasonable  alternative  employment  offer"  is an offer of  employment  by the
acquiring  entity at a Salary equal to or greater than ninety  percent  (90%) of
the Salary of the Eligible  Employee  with the Company  (determined  immediately
prior to a Change in Control) and either (i) the  distance  between the location
of the Eligible  Employee's  employment with the Company and the location of the
employment  offered by the  acquiring  entity is less than fifty (50) miles,  or
(ii) the offer of  employment  from the acquiring  entity  includes a reasonable
transfer  allowance  (irrespective  of  whether  such  allowance  is paid by the
Company or the  acquiring  entity).  The  determination  of  whether  there is a
reasonable  transfer  allowance shall be within the sole discretion of the Board
of Directors of the Company.

     1.9.  "Leave of Absence"  shall mean any absence  authorized by the Company
under its standard personnel practices,  provided that all persons under similar
circumstances shall be treated alike in the granting of such authorized Leave of
Absence.

     1.10. "Plan" shall mean this Change in Control Severance Pay Plan as herein
set forth and as it may be further amended from time to time.

     1.11. "Plan  Administrator"  shall mean the Chairman of the  Administrative
Committee.

     1.12.  "Salary"  shall mean the total  salary  which an Employee is paid or
entitled to be paid during any calendar year for the  performance  of duties for
the Company,  determined immediately prior to a Change in Control.  Salary shall
not include any retirement,  bonus or fringe benefit amounts received by or paid
to or for the benefit of an Employee.

     1.13.  "Year of  Vesting  Service"  shall mean a  twelve-consecutive  month
period of service  with the  Company,  as  determined  under  paragraph  1.44 of
ARTICLE I of The  Home-Stake  Oil & Gas Company  Profit  Sharing 401(k) Plan, as
amended from time to time. A copy of such paragraph 1.44 is attached  hereto and
made a part hereof as Exhibit B.

                                   ARTICLE II

                             SEVERANCE PAY CONDITION

     2.1. Severance Pay Condition. Eligible Employees who sustain an Involuntary
Termination  of Employment by reason of a Change in Control of the Company shall
be entitled to severance pay pursuant to the Plan. It is acknowledged that there
may be different dates on which Eligible  Employees become entitled to severance


                                       -3-

<PAGE>



pay  under  the  Plan  due to  different  dates of  Involuntary  Termination  of
Employment.

                                   ARTICLE III

                                SEVERANCE PAYMENT

     3.1.  Severance Pay.  Eligible  Employees who qualify for severance payment
pursuant to paragraph  2.1 of ARTICLE II hereof shall  receive a cash payment of
severance  pay in a single  lump  sum  payment  no  later  than the date of such
Eligible  Employee's  next regular Salary  payment  period  (determined as if no
Involuntary  Termination  of  Employment  or Change  in  Control  had  occurred)
following such Involuntary Termination of Employment.

     3.2. One Payment Only. In no event shall any Eligible  Employee be entitled
to more than one (1) severance payment under the terms of the Plan.

     3.3.  Amount of Severance  Pay. The following  schedule,  together with the
provisions  of  paragraphs  3.4 and 3.5 of this  ARTICLE  III,  shall be used to
determine  the  amount of Salary to be  received  by an  Eligible  Employee  who
qualifies for severance pay under  paragraph 2.1 of ARTICLE II hereof,  based on
the Eligible Employee's Years of Vesting Service with the Company at the time of
an Involuntary Termination of Employment.

         Years of Vesting Service     Severance Pay Amount
         -------------------------    ------------------------------------
         Less than five (5) years     One-half (1/2) month's Salary
                                      for each Year of Vesting Service but
                                      no less than one (1) month's Salary

         Five (5) years or more       One (1) month's Salary
                                      for each Year of Vesting Service

     3.4.  Additional  Severance Pay for  Department  Managers.  The  Department
Managers  listed in Exhibit A attached  hereto and made a part hereof shall,  in
addition to the severance pay provided under  paragraph 3.3 of this ARTICLE III,
receive one (1) year's Salary as additional severance pay.

     3.5.  Minimum  and  Maximum  Severance  Pay.   Notwithstanding   the  other
provisions  of this  ARTICLE III, the minimum  amount of the  severance  payment
pursuant  to the Plan shall be one (1)  month's  Salary and the  maximum  amount
shall be the  lesser of (A) three (3) years'  Salary or (B) One  Dollar  ($1.00)
less than the amount which would cause an Eligible Employee to be subject to the
excise tax imposed by Section 4999 of the Code. The Committee shall determine in
good faith  whether any  reduction  in  severance  pay is required  hereunder by
reason  of the  provisions  of  Sections  4999  and  280G of the  Code  and such
determination shall be conclusive and binding on the affected Eligible Employee.


                                       -4-

<PAGE>



To the extent that any payments  are received  under this Plan which would cause
an Eligible  Employee to be subject to the excise tax imposed by Section 4999 of
the Code,  the  Eligible  Employee  shall  immediately  repay such excess to the
Company upon notice that such excess amount has been paid.

                                   ARTICLE IV

                                 ADMINISTRATION

     4.1. Administrative  Committee. The Board of Directors of the Company shall
appoint a Committee for the administration of the Plan consisting of one or more
persons.  Any  Committee  member may,  but need not,  be a Director,  officer or
Employee  of the  Company  and each shall  serve  until his  successor  shall be
appointed in like manner.  Any member of the  Committee may resign by delivering
his written  resignation to the Board of Directors of the Company.  The Board of
Directors may remove any member of the Committee at any time.

     4.2. Powers and Duties. The Committee shall be the "Named Fiduciary" of the
Plan  and  generally  shall  be  responsible  for  the  management,   operation,
interpretation and administration of the Plan. The Committee shall:

          (a) Establish  procedures  for allocation of  responsibilities  of the
     Plan which are not allocated herein;

          (b)  Determine  the  names  of those  Employees  who are  eligible  to
     participate  and such other  matters as may be necessary to enable  payment
     under the Plan;

          (c) Construe all terms, provisions,  conditions and limitations of the
     Plan;

          (d)  Correct  any  defect,   supply  any  omission  or  reconcile  any
     inconsistency  that may  appear in the  Plan,  in such  manner  and to such
     extent as it shall  deem  expedient  to carry the Plan into  effect for the
     greatest benefit of all interested parties;

          (e) Determine  the amount,  manner and time of payment of any benefits
     hereunder and prescribe  procedures to be followed by Eligible Employees to
     obtain benefits; and

          (f) Perform such other functions and take such other actions as may be
     required by the Plan or as may be necessary or advisable to accomplish  the
     purposes of the Plan.

The Company shall furnish the Committee with all data and information  available
which the  Committee  may  reasonably  require in order to perform its functions
hereunder.  The  Committee  may rely  without  question  upon  any such  data or
information furnished by the Company.



                                       -5-

<PAGE>



     4.3.  Agents.  The Committee may appoint a Secretary who may, but need not,
be a member of the Committee,  and may employ such agents for clerical and other
services,  and such counsel,  accountants and other professional advisors as may
be required for the purpose of administering the Plan. The Committee may rely on
all tables,  valuations,  reports,  certificates  and opinions  furnished by its
agents.

     4.4.  Procedures.  A majority of the Committee  members shall  constitute a
quorum for the  transaction of business.  No action shall be taken except upon a
majority vote of the Committee.  An individual shall not vote or decide upon any
matter  relating  solely to himself or vote in any case in which his  individual
right or claim to any benefit under the Plan is  particularly  involved.  In any
case in which a Committee  member is so  disqualified  to act, and the remaining
members  cannot agree on an issue,  the Board of Directors of the Company  shall
appoint a  temporary  substitute  member to  exercise  all of the  powers of the
disqualified member concerning the matter in which he is disqualified.

     4.5. Plan Administrator. The Chairman of the Administrative Committee shall
serve as Plan Administrator for the Plan and shall:

          (a)  Communicate  decisions,  instructions  and other  information  to
     Employees;

          (b) File and distribute all reports,  disclosures, Plan registrations,
     Summary Plan  descriptions  and other  information  required to be filed or
     distributed by law or by the terms of the Plan;

          (c) Have such other duties as are imposed by the Plan; and

          (d) Be the agent for  service  of legal  process  with  respect to the
     Plan.

     4.6. Claims Procedure. In the event that any Employee or beneficiary claims
to be entitled to benefits under the Plan and the Committee determines that such
claim should be denied in whole or in part,  the  Committee  shall,  in writing,
notify such  claimant  within ninety (90) days of receipt of such claim that his
claim has been denied,  setting forth the specific reasons for such denial. Such
notification  shall be written in a manner reasonably  expected to be understood
by such Employee or  beneficiary  and shall set forth the pertinent  sections of
the Plan relied on, and where  appropriate,  an  explanation of how the claimant
can obtain review of such denial.

     Within  sixty (60) days after the mailing or delivery by the  Committee  of
such notice, such claimant may request, by mailing or delivery of written notice
to the  Committee,  a review  and/or  hearing by the  Committee  of the decision
denying the claim. If the claimant fails to request such a review and/or hearing
within such sixty (60) day period,  it shall be conclusively  determined for all
purposes of this Plan that the denial of such claim by the Committee is correct.
If such  claimant  requests a hearing  within  such sixty (60) day  period,  the
Committee  shall  designate  a time (which time shall not be less than seven (7)
nor more than  sixty  (60) days from the date of such  claimant's  notice to the


                                       -6-

<PAGE>



Committee) and a place for such hearing, and shall promptly notify such claimant
of such time and place.  A claimant or his  authorized  representative  shall be
entitled  to inspect  all  pertinent  Plan  documents  and to submit  issues and
comments in writing.  If only a review is  requested,  the  claimant  shall have
sixty (60) days after filing a request for review to submit  additional  written
material  in  support  of the  claim.  After such  review  and/or  hearing,  the
Committee shall promptly  determine whether such denial of the claim was correct
and shall notify such claimant in writing of its determination within sixty (60)
days after  such  review  and/or  hearing  or after  receipt  of any  additional
information  submitted.  If such determination is favorable to the claimant,  it
shall be  binding  and  conclusive.  If such  determination  is  adverse to such
claimant,  it shall be binding and conclusive  unless the claimant  notifies the
Committee  within  ninety (90) days after the mailing or delivery to claimant by
the  Committee  of  its  determination   that  he  intends  to  institute  legal
proceedings  challenging  the  determination  of  the  Committee,  and  actually
institutes  such legal  proceedings  within one hundred  eighty (180) days after
such mailing or delivery.

     4.7.  Indemnification.  The Company shall  indemnify each Committee  member
against any  liability or loss  sustained by reason of any act or failure to act
made in good  faith,  including,  but not  limited  to,  those  in  reliance  on
certificates, reports, tables, opinions or other communications from any Company
or agents  chosen by the  Committee in good faith.  Such  indemnification  shall
include  attorneys'  fees and other costs and  expenses  reasonably  incurred in
defense of any action brought by reason of any such act or failure to act.

                                    ARTICLE V

                                  MISCELLANEOUS

     5.1.  Unfunded Plan. The  obligations of the Company under this Plan may be
funded through  contributions to a trust or otherwise,  but such obligations are
not required to be funded under this Plan.  Nothing contained in this Plan shall
be  interpreted  to grant to any Employee,  any right,  title or interest in any
property of the Company.

     5.2. Impact on Other Employee Benefits. This Plan shall not be construed to
impact or cause the denial of any benefits to which any Employee may be entitled
under any other welfare or benefit plan of the Company; provided,  however, that
all  payments  under  this  Plan  shall  be in lieu of any  payments  under  the
Company's Key Employee Incentive Bonus Plan.

     5.3. No Offsets.  Except as  otherwise  provided in  paragraph  5.2 of this
ARTICLE V, no payment  under this Plan shall be offset by  payments  pursuant to
any other welfare or benefit plan of the Company.

     5.4. Impact on Compensation  Under Other Employee Benefit Plans.  Severance
payments made to an Eligible Employee under this Plan shall not be includible as
salary or  compensation  for  purposes  of  determining  the amount of  employee


                                       -7-

<PAGE>



benefits under any other retirement,  pension, profit-sharing or welfare benefit
plans of the Company.

     5.5.  Employment  After  Receipt  of  Severance  Pay.  In the event that an
Eligible  Employee  receives a severance payment under this Plan and, within six
(6)  months  of  the  date  of a  Change  in  Control,  receives  a  "reasonable
alternative  employment offer," within the meaning of paragraph 1.8 of ARTICLE I
hereof,  then such  Eligible  Employee  shall  immediately  repay the  severance
payment to the Company.

     5.6.  Reservation  of Right.  The  Company  expects  to  continue  the Plan
indefinitely, but nevertheless reserves the right to modify or amend the Plan or
any provision  hereof at any time;  provided,  however  that,  after a Change in
Control,  no  modification  or  amendment  hereof  shall in any way decrease any
accrued benefit.

     5.7. Exclusive Benefit. The Plan has been created for the exclusive benefit
of the Employees and their beneficiaries.

     5.8.  Governing Law. The construction,  validity and  administration of the
Plan shall be governed by ERISA and the Code, and regulations issued thereunder,
and to the extent not so governed, by the laws of the State of Oklahoma.

     5.9. No Assignment.  The right to receive payment of any benefits under the
Plan  shall not be  transferred,  assigned  or  pledged,  except by  beneficiary
designation,  by will, under the laws of decent and  distribution,  or as may be
otherwise required by law.

     5.10. Taxes. The Company shall withhold from any payment due under the Plan
any taxes required to be withheld under applicable  Federal,  state or local tax
laws or regulations.

     5.11. Severability.  If any provision of this Plan is found, held or deemed
to be void,  unlawful or  unenforceable  under any  applicable  statute or other
controlling  law,  the  remainder  of the Plan shall  continue in full force and
effect.

     5.12.  Designation of Beneficiary.  Each Employee shall, from time to time,
designate  any person or persons to whom his Plan  benefits  shall be paid if he
dies before  receipt of all of such  benefits;  provided,  however  that,  if an
Employee  designates a person other than his surviving spouse, such spouse shall
be required to consent in writing to such  beneficiary  designation  before such
designation shall be valid and effective.

     5.13.  Headings and  Subheadings.  The headings and subheadings of the Plan
are for  reference  only.  In the  event of a  conflict  between  a  heading  or
subheading  and the  content of an  article  or  paragraph,  the  content  shall
control.



                                       -8-

<PAGE>



     5.14. Gender. The masculine, as used herein, shall be deemed to include the
feminine  and the  singular  to include  the  plural,  except  where the context
requires a different construction.

     IN WITNESS WHEREOF,  the Company has caused the Plan to be executed the day
and year first above written.

                                      THE HOME-STAKE OIL & GAS COMPANY



                                      By /s/ Robert C. Simpson
                                        ------------------------------------
                                         President

ATTEST:

By:  /s/ Chris K. Corcoran
     -----------------------------
     Secretary



                                       -9-

<PAGE>



                                    EXHIBIT A
                       TO THE HOME-STAKE OIL & GAS COMPANY
                                CHANGE IN CONTROL
                               SEVERANCE PAY PLAN

     The "Department Managers" shall be the following Eligible Employees:

                                 Chris Corcoran
                                   Mike Evans
                                   Gary Fisher
                                   Howard Gray
                                Debra D. Langley
                               Barbara Courtney Long
                                Larry S. Tarwater





<PAGE>


                                    EXHIBIT B

                   THE AMENDED AND RESTATED CHANGE IN CONTROL
                              SEVERANCE PAY PLAN OF
                        THE HOME-STAKE OIL & GAS COMPANY
       ------------------------------------------------------------------


     Paragraph  1.44 of The  Home-Stake  Oil & Gas Company 401(k) Profit Sharing
Plan, as amended, provides as follows:

          "1.44 Year of Vesting  Service.  "Year of Vesting  Service" means each
     twelve (12) consecutive  month period commencing on the date as of which an
     Employee  is first  credited  with an Hour of Service or  commencing  on an
     anniversary  thereof,  during  which an Employee  completes  at least 1,000
     Hours of Service.  However, if an Employee does not complete at least 1,000
     Hours of Service in the first such period,  a Year of Vesting  Service will
     be any Plan Year during which an Employee completes at least 1,000 Hours of
     Service  starting  with the Plan Year which  begins  immediately  after the
     Employee's date of hire (the "Eligibility Computation Period").

          Years  of  Vesting  Service  before  such  Break  in  Service  will be
     disregarded  until the Employee  completes a Year of Vesting  Service after
     such Break in Service.  If such Employee does not have five (5) consecutive
     one-year Breaks of Service,  both the pre-break and post-break service will
     count in vesting both the pre-break and  post-break  account  balances.  If
     such Employee has five (5) or more consecutive  one-year Breaks in Service,
     both the  pre-break  and  post-break  service  will  count in  vesting  the
     post-break account balances if either:

          (a) such  Employee  has any  nonforfeitable  interest  in his  account
     balances  attributable to Employer  contributions at the time of such Break
     in Service, or

          (b) upon  returning  to  service  the number of  consecutive  one year
     Breaks in Service is less than the number of Years of Vesting Service."



<PAGE>