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                                                                    EXHIBIT 10.2

                            PRIMA ENERGY CORPORATION
                            2001 STOCK INCENTIVE PLAN


                  1. General. This Stock Incentive Plan (the "Plan") provides
key employees of Prima Energy Corporation, a Delaware corporation (the
"Company"), with the opportunity to acquire or expand their equity interest in
the Company by making available for award or purchase Common Stock, $.015 Par
Value, of the Company ("Common Shares"), through the granting of options to
purchase Common Shares ("Stock Options"), and the granting of options to receive
payments based on the appreciation of Common Shares ("SARs"). Stock Options and
SARs shall be collectively referred to herein as "Grants"; an individual grant
of Stock Options, or SARs shall be individually referred to herein as a "Grant".
It is intended that key employees may be granted, simultaneously or from time to
time, Stock Options that qualify as incentive stock options ("Incentive Stock
Options") under Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code") or Stock Options that do not so qualify ("Non-qualified Stock
Options"). No provision of the Plan is intended or shall be construed to grant
employees alternative rights in any Incentive Stock Option granted under the
Plan so as to prevent such Option from qualifying under Section 422 of the Code.

                  2. Purpose of the Plan. The purpose of the Plan is to provide
continuing incentives to key employees of the Company and of any subsidiary
corporation of the Company, by encouraging such key employees to acquire new or
additional share ownership in the Company, thereby increasing their proprietary
interest in the Company's business and enhancing their personal interest in the
Company's success.

                  For purposes of the Plan, a "subsidiary corporation" consists
of any corporation fifty percent (50%) of the stock of which is directly or
indirectly owned or controlled by the Company and, to the extent permitted
pursuant to Section 424 of the Code, a limited liability company which is wholly
owned by a subsidiary corporation or the Company and which is treated as such
for federal income tax purposes will be treated as part of such subsidiary
corporation or the Company.

                  3. Effective Date of the Plan. The Plan shall become effective
upon its adoption by the Board of Directors, subject to approval by holders of a
majority of the outstanding shares of voting capital stock of the Company. If
the Plan is not so approved within twelve (12) months after the date the Plan is
adopted by the Board of Directors, the Plan and any Grants made hereunder shall
be null and void. However, if the Plan is so approved, no further shareholder
approval shall be required with respect to the making of Grants pursuant to the
Plan, except as provided in Section 11 hereof.

                  4. Administration of the Plan. The Plan shall be administered
by the Compensation Committee of the Board of Directors of the Company, however
described, or by any other committee selected by such Board of Directors by
majority vote and composed of no fewer than two (2) members of such Board of
Directors (the "Committee"). All members shall be "outside directors" as defined
in treasury Regulation Section 1.162-27. No person shall be appointed to the
Committee who, during the one-year period immediately preceding such person's
appointment to the Committee, has received any Grants under the Plan or any
similar stock option or stock incentive plan, other than a formula-based plan,
maintained by the Company or any subsidiary corporation. A member of the
Committee shall not be eligible to participate in this Plan while serving on the
Committee.

                  A majority of the Committee shall constitute a quorum. The
acts of a majority of the members present at any meeting at which a quorum is
present (or acts unanimously approved in writing by the members of the
Committee) shall constitute binding acts of the Committee.




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                  Subject to the terms and conditions of the Plan, the Committee
shall be authorized and empowered:

                  (a)      To select the key employees to whom Grants may be
                           made;

                  (b)      To determine the number of Common Shares to be
                           covered by any Grant;

                  (c)      To prescribe the terms and conditions of any Grants
                           made under the Plan, and the form(s) and agreement(s)
                           used in connection with such Grants, which shall
                           include agreements governing the granting of Stock
                           Options and/or SARs;

                  (d)      To determine the time or times when Stock Options
                           and/or SARs will be granted and when they will
                           terminate in whole or in part;

                  (e)      To determine the time or times when Stock Options and
                           SARs that are granted may be exercised;

                  (f)      To determine, at the time a Stock Option is granted
                           under the Plan, whether such Option is an Incentive
                           Stock Option entitled to the benefits of Section 422
                           of the Code;

                  (g)      To establish any other Stock Option agreement
                           provisions not inconsistent with the terms and
                           conditions of the Plan or, where the Stock Option is
                           an Incentive Stock Option, with the terms and
                           conditions of Section 422 of the Code; and

                  (h)      To determine whether SARs will be made part of any
                           Grants consisting of Stock Options, and to approve
                           any SARs made part of any such Grants pursuant to
                           Section 8 hereof.

All decisions or interpretations made by the Committee with regard to the Plan
or any Option or SAR granted pursuant to the Plan will be binding and conclusive
on the Company and the employees. No member of the Committee will be liable, in
absence of bad faith, for any act or omission with respect to his service to the
Committee.

                  5. Employees Eligible for Grants. Grants may be made from time
to time to those key employees of the Company or a subsidiary corporation, who
are designated by the Committee in its sole and exclusive discretion. Key
employees may include, but shall not necessarily be limited to, officers of the
Company and any subsidiary corporation; however, Stock Options intended to
qualify as Incentive Stock Options shall only be granted to key employees while
actually employed by the Company or a subsidiary corporation. The Committee may
grant more than one Stock Option, with or without SARs, to the same key
employee. No Stock Option shall be granted to any key employee during any period
of time when such key employee is on a leave of absence.

                  6. Shares Subject to the Plan. The shares to be issued
pursuant to any Grant made under the Plan shall be Common Shares. Either Common
Shares held as treasury stock, or authorized and unissued Common Shares, or
both, may be so issued, in such amount or amounts within the maximum limits of
the Plan as the Board of Directors shall from time to time determine. In the
event a SAR is granted in tandem with a Stock Option pursuant to Section 8 and
such SAR is thereafter exercised in whole or in part, then such Stock Option or
the portion thereof to which the duly exercised SAR relates shall be deemed to
have been exercised for purposes of such Option, but may be made available for
reoffering under the Plan to any eligible employee.

                  Subject to the provisions of the next succeeding paragraph of
this Section 6 and the provisions of Section 7(h), the aggregate number of
Common Shares that can be actually issued under the Plan shall be ONE MILLION
THREE HUNDRED THOUSAND (1,300,000) Common Shares. The maximum number of Common
Shares subject to Options granted to any single employee during any calendar
year shall not exceed 200,000 shares, subject to adjustment in accordance with
the provision of the next succeeding paragraph of the Section 6.

                  If, at any time subsequent to the date of adoption of the Plan
by the Board of Directors, the number of Common Shares are increased or
decreased, or changed into or exchanged for a different number or kind of shares
of stock or other securities of the Company or of another corporation (whether
as a result of a stock split, stock dividend, combination or exchange of shares,
exchange for other securities, reclassification, reorganization, redesignation,
merger, consolidation, recapitalization or



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otherwise): (i) there shall automatically be substituted for each Common Share
subject to an unexercised Stock Option or SAR (in whole or in part) granted
under the Plan, the number and kind of shares of stock or other securities into
which each outstanding Common Share shall be changed or for which each such
Common Share shall be exchanged; and (ii) the option price per Common Share or
unit of securities shall be increased or decreased proportionately so that the
aggregate purchase price for the securities subject to a Stock Option or SAR
shall remain the same as immediately prior to such event. In addition to the
foregoing, the Committee shall be entitled in the event of any such increase,
decrease or exchange of Common Shares to make other adjustments to the
securities subject to a Stock Option or SAR, the provisions of the Plan, and to
any related Stock Option or SAR agreements (including adjustments which may
provide for the elimination of fractional shares), where necessary to preserve
the terms and conditions of any Grants hereunder.

                  7. Stock Option Provisions.

                  (a) General. The Committee may grant to key employees (also
referred to as "optionees") Stock Options that either qualify as Incentive Stock
Options under Section 422 of the Code or do not so qualify. However, any Stock
Option which is an Incentive Stock Option shall only be granted within 10 years
from the earlier of (i) the date this Plan is adopted by the Board of Directors
of the Company; or (ii) the date this Plan is approved by the shareholders of
the Company.

                  (b) Stock Option Price. The option price per Common Share
which may be purchased under an Incentive Stock Option or a Non-qualified Stock
Option under the Plan shall be determined by the Committee at the time of Grant,
but shall not be less than one hundred percent (100%) of the fair market value
of a Common Share, determined as of the date such Option is granted; however, if
a key employee to whom an Incentive Stock Option is granted is, at the time of
the grant of such Option, an "owner," as defined in Section 422(b)(6) of the
Code (modified as provided in Section 424(d) of the Code) of more than ten
percent (10%) of the total combined voting power of all classes of stock of the
Company or any subsidiary corporation (a "Substantial Shareholder"), the price
per Common Share of such Option, as determined by the Committee, shall not be
less than one hundred ten percent (110%) of the fair market value of a Common
Share on the date such Option is granted. The fair market value of a Common
Share shall be the last sale price per Common Share (or in the event there are
no sales, then the average of the closing bid and asked prices per Common Share)
on the Nasdaq National Market System on the date on which this option is
granted. The day on which the Committee approves the granting of a Stock Option
shall be considered the date on which such Option is granted.

                  (c) Period of Stock Option. The Committee shall determine when
each Stock Option is to expire. However, no Incentive Stock Option shall be
exercisable for a period of more than ten (10) years from the date upon which
such Option is granted. Further, no Incentive Stock Option granted to an
employee who is a Substantial Shareholder at the time of the grant of such
Option shall be exercisable after the expiration of (5) years from the date of
grant of such Option.

                  (d) Limitation on Exercise and Transfer of Stock Options.
Except as otherwise provided herein, only the key employee to whom a Stock
Option is granted may exercise such Option, except where a guardian or other
legal representative has been duly appointed for such employee, and except as
otherwise provided in the case of such employee's death. No Incentive Stock
Option granted hereunder shall be transferable by an optionee other than by will
or the laws of descent and distribution. The Committee may provide that an
employee may transfer, without payment or consideration, any Stock Option other
than an Incentive Stock Option to a member of such optionee's family, or to a
trustee of any trust whose only beneficiaries are members of such optionee's
family, or to any partnership whose only partners are members of such optionee's
family and any such transferee may exercise such Option. No Stock Option granted
hereunder may be pledged or hypothecated, nor shall any such Option be subject
to execution, attachment or similar process.



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                  (e) Employment, Holding Period Requirements For Certain
Options. The Committee may condition any Stock Option granted hereunder upon the
continued employment of the optionee by the Company or by a subsidiary
corporation, and may make any such Stock Option immediately exercisable.
However, the Committee will require that, from and after the date of grant of
any Incentive Stock Option granted hereunder until the day three (3) months
prior to the date such Option is exercised, such optionee must be an employee of
the Company or of a subsidiary corporation, but always subject to the right of
the Company or any such subsidiary corporation to terminate such optionee's
employment during such period. Each Stock Option shall be subject to such
additional restrictions as to the time and method of exercise as shall be
prescribed by the Committee. Upon completion of such requirements, if any, a
Stock Option or the appropriate portion thereof may be exercised in whole or in
part from time to time during the option period; however, such exercise right(s)
shall be limited to whole shares.

                  (f) Payment for Stock Option Price. A Stock Option shall be
exercised by an optionee giving written notice to the Company of his intention
to exercise the same, accompanied by full payment of the purchase price in cash
or by check, or, with the consent of the Committee, in whole or in part with a
surrender of Common Shares having a fair market value on the date of exercise
equal to that portion of the purchase price for which payment in cash or check
is not made. The Committee may, in its sole discretion, approve other methods of
exercise for a Stock Option or payment of the option price, provided that no
such method shall cause any option granted under the Plan as an Incentive Stock
Option to not qualify under Section 422 of the Code, or cause any Common Share
issued in connection with the exercise of an option not to be a fully paid and
non-assessable Common Share.

                  (g) Certain Reissuances of Stock Options. To the extent Common
Shares are surrendered by an optionee in connection with the exercise of a Stock
Option in accordance with Section 7(f), the Committee may, in its sole
discretion, grant new Stock Options to such optionee (to the extent Common
Shares remain available for Grants), subject to the following terms and
conditions:

         (i)      The number of Common Shares shall be equal to the number of
                  Common Shares being surrendered by the optionee;

         (ii)     The option price per Common Share shall be equal to the fair
                  market value of Common Shares, determined on the date of
                  exercise of the Stock Options whose exercise caused such
                  Grant; and

         (iii)    The terms and conditions of such Stock Options shall in all
                  other respects replicate such terms and conditions of the
                  Stock Options whose exercise caused such Grant, except to the
                  extent such terms and conditions are determined to not be
                  wholly consistent with the general provisions of this Section
                  7, or in conflict with the remaining provisions of this Plan.

                  (h) Cancellation and Replacement of Stock Options and Related
Rights. The Committee may, at any time or from time to time, permit the
voluntary surrender by an optionee who is the holder of any outstanding Stock
Options under the Plan, where such surrender is conditioned upon the granting to
such optionee of new Stock Options for such number of shares as the Committee
shall determine, or may require such a voluntary surrender as a condition
precedent to the grant of new Stock Options. The Committee shall determine the
terms and conditions of new Stock Options, including the prices at and periods
during which they may be exercised, in accordance with the provisions of this
Plan, all or any of which may differ from the terms and conditions of the Stock
Options surrendered. Any such new Stock Options shall be subject to all the
relevant provisions of this Plan. The Common Shares subject to any Stock Option
so surrendered, and/or any Common Shares subject to any Stock Option that has
lapsed, been forfeited, or been canceled and extinguished in connection with the
exercise of a SAR, shall no longer be charged against the limitation provided in
Section 6 of this Plan and may again become shares subject to the Plan. The
granting of new Stock Options in connection with the surrender of outstanding
Stock Options under this Plan shall be considered for the purposes of the Plan
as the granting of new Stock Options and not an amendment or modification of the
Plan or of the Stock Options being surrendered.



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              (i) Limitation on Exercisable Incentive Stock Options. The
aggregate fair market value of the Common Shares first becoming subject to
exercise as Incentive Stock Options by a key employee during any given calendar
year shall not exceed the sum of One Hundred Thousand Dollars ($100,000). Such
aggregate fair market value shall be determined as of the date such Option is
granted, taking into account, in the order in which granted, any other incentive
stock options granted by the Company, or by a parent or subsidiary thereof.

              8. Stock Appreciation Rights. A key employee may be granted the
right to receive a payment based on the increase in the value of Common Shares
occurring after the date of such Grant; such rights shall be known as Stock
Appreciation Rights ("SARs"). SARs may be granted to a key employee in tandem
with, and exercisable in lieu of exercising, a Grant of Stock Options. SARs will
be specifically granted upon terms and conditions specified by the Committee, if
the Company is the employer of the key employee, or by a subsidiary corporation
subject to the Committee's approval, if such subsidiary corporation is the
employer of the key employee. No optionee shall be entitled to SAR rights solely
as a result of the grant of a Stock Option to him. Any such rights, if granted,
may only be exercised by the holder thereof either with respect to all, or a
portion, of the Stock Option to which it applies. When granted in tandem with a
Stock Option, a SAR shall provide that the holder of a Stock Option shall have
the right to receive an amount equal to one hundred percent (100%) of the
excess, if any, of the fair market value of the Common Shares covered by such
Option, determined as of the date of exercise of such SAR by the Committee over
the price to be paid for such Common Shares under such Option. For purposes of
this Section 8, the fair market value of a Common Share on the date of exercise
of an SAR shall be the average of the closing sales price per Common Share on
the NASDAQ National Market System for the 30 trading days ending on the last
business day prior to the date of exercise of such SAR. The excess amount shall
be payable by either the Company or the subsidiary corporation, whichever such
corporation is the employer of the key employee, in one or more of the following
manners, as determined by the Committee:

              (a) cash (or check);

              (b) fully paid Common Shares having a fair market value equal to
                  such amount; or

              (c) a combination of cash (or check) and Common Shares.

In no event may any person exercise any SARs granted hereunder unless (i) such
person is then permitted to exercise the Stock Option or the portion thereof
with respect to which such SARs relate, and (ii) the fair market value of the
Common Shares covered by the Stock Option, determined as provided above, exceeds
the option price of such Common Shares. Upon the exercise of any SARs, the Stock
Option, or that portion thereof to which such SARs relate, shall be canceled and
automatically extinguished. A SAR granted hereunder shall be made a part of the
Stock Option agreement to which such SAR relates, in a form approved by the
Committee and not inconsistent with this Plan. The granting of a Stock Option or
SAR shall impose no obligation upon the optionee to exercise such Stock Option
or SAR. The Company's or a subsidiary corporation's obligation to satisfy SARs
shall not be funded or secured in any manner. No SAR granted hereunder shall be
transferable by the key employee granted such SAR, other than by will or the
laws of descent and distribution.

              After the Grant of a SAR, an optionee intending to rely on an
exemption from Section 16(b) of the Securities Exchange Act of 1934 (the
"Exchange Act") shall be required to hold such SAR for six (6) months from the
date the price for such SAR is fixed to the date of cash settlement.

              9. Termination of Employment. If a key employee ceases to be an
employee of the Company and every subsidiary corporation, for reason other than
death, retirement, or permanent and total disability, his Grants shall, unless
extended by the Committee on or before his date of termination of employment,
terminate on the effective date of such termination of employment. Neither the
key employee nor any other person shall have any right after such date to
exercise all or any part of his Stock Options or SARs.



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              If termination of employment is due to death or permanent and
total disability, then outstanding Stock Options and SARs may be exercised
within the one (1) year period ending on the anniversary of such death or
permanent and total disability. In the case of death, such outstanding Stock
Options and SARs shall be exercised by such key employee's estate, or the person
designated by such key employee by will, or as otherwise designated by the laws
of descent and distribution. Notwithstanding the foregoing, in no event shall
any Stock Option or SAR be exercisable after the expiration of the option
period, and in the case of exercises made after a key employee's death, not to
any greater extent than the key employee would have been entitled to exercise
such Option or SAR at the time of his death.

              Subject to the discretion of the Committee, in the event a key
employee terminates employment with the Company and all subsidiary corporations
because of normal or early retirement under the Company's Employee Stock
Ownership Plan or any successor retirement plan, any then-outstanding Stock
Options and/or SARs held by such key employee shall lapse at the earlier of the
end of the term of such Stock Option or SAR, or three (3) months after the date
of such retirement.

              In the event an employee of the Company or one of its subsidiary
corporations is granted a leave of absence by the Company or such subsidiary
corporation to enter military service or because of sickness, his employment
with the Company or such subsidiary corporation shall not be considered
terminated, and he shall be deemed an employee of the Company or such subsidiary
corporation during such leave of absence or any extension thereof granted by the
Company or such subsidiary corporation.

              10. Change of Control. Upon the occurrence of a Change of Control
(as defined below), notwithstanding any other provisions hereof or of any
agreement to the contrary, all Stock Options and SARs granted under this Plan
shall become immediately exercisable in full.

              For purposes of this Plan, a Change of Control shall be deemed to
have occurred if: (i) a tender offer shall be made and consummated for the
ownership of 40% or more of the outstanding voting securities of the Company;
(ii) the Company shall be merged or consolidated with another corporation and,
as a result of such merger or consolidation, less than 60% of the outstanding
voting securities of the surviving or resulting corporation shall be owned in
the aggregate by the former shareholders of the Company as the same shall have
existed immediately prior to such merger or consolidation; (iii) the Company
shall sell substantially all of its assets to another corporation which is not a
wholly owned subsidiary; or (iv) a person, within the meaning of Section 3(a)(9)
or of Section 13(d)(3) (as in effect on the date hereof) of the Exchange Act,
shall acquire, other than by reason of inheritance, forty percent (40%) or more
of the outstanding voting securities of the Company (whether directly,
indirectly, beneficially or of record). In making any such determination,
transfers made by a person to an affiliate of such person (as determined by the
Board of Directors of the Company), whether by gift, devise or otherwise, shall
not be taken into account. For purposes of this Plan, ownership of voting
securities shall take into account and shall include ownership as determined by
applying the provisions of Rule 13d-3(d)(1)(i) as in effect on the date hereof
pursuant to the Exchange Act.

              11. Amendments to Plan. The Committee is authorized to interpret
this Plan and, from time to time, adopt any rules and regulations for carrying
out this Plan that it may deem advisable. Subject to the approval of the Board
of Directors of the Company, the Committee may at any time amend, modify,
suspend or terminate this Plan. In no event, however, without the approval of
shareholders, shall any action of the Committee or the Board of Directors result
in:

                  (a)      Materially amending, modifying or altering the
                           eligibility requirements provided in Section 5
                           hereof;

                  (b)      Materially increasing, except as provided in Section
                           6 hereof, the maximum number of shares subject to
                           Grants; or

                  (c)      Materially increasing the benefits accruing to
                           participants under this Plan; except to conform this
                           Plan and any agreements made hereunder to changes in
                           the Code or governing law.




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              12. Investment Representation, Approvals and Listing. The
Committee may, if it deems appropriate, condition its grant of any Stock Option
hereunder upon receipt of the following investment representation from the
optionee:

     "I agree that any Common Shares of Prima Energy Corporation which I may
     acquire by virtue of this Stock Option shall be acquired for investment
     purposes only and not with a view to distribution or resale, and may not be
     transferred, sold, assigned, pledged, hypothecated or otherwise disposed of
     by me unless (i) a registration statement or post-effective amendment to a
     registration statement under the Securities Act of 1933, as amended, with
     respect to said Common Shares has become effective so as to permit the sale
     or other disposition of said shares by me; or (ii) there is presented to
     Prima Energy Corporation an opinion of counsel satisfactory to Prima Energy
     Corporation to the effect that the sale or other proposed disposition of
     said Common Shares by me may lawfully be made otherwise than pursuant to an
     effective registration statement or post-effective amendment to a
     registration statement relating to the said shares under the Securities Act
     of 1933, as amended."

              The Company shall not be required to issue any certificate or
certificates for Common Shares upon the exercise of any Stock Option or a SAR
granted under this Plan prior to (i) the obtaining of any approval from any
governmental agency which the Committee shall, in its sole discretion, determine
to be necessary or advisable; (ii) the admission of such shares to listing on
any national securities exchange on which the Common Shares may be listed; (iii)
the completion of any registration or other qualifications of the Common Shares
under any state or federal law or ruling or regulations of any governmental body
which the Committee shall, in its sole discretion, determine to be necessary or
advisable or the determination by the Committee, in its sole discretion, that
any registration or other qualification of the Common Shares is not necessary or
advisable; and (iv) the obtaining of an investment representation from the
optionee in the form stated above or in such other form as the Committee, in its
sole discretion, shall determine to be adequate.

              13. General Provisions. The form and substance of Stock Option
agreements, and SAR agreements made hereunder, whether granted at the same or
different times, need not be identical. Nothing in this Plan or in any agreement
shall confer upon any employee any right to continue in the employ of the
Company or any of its subsidiary corporations, to be entitled to any
remuneration or benefits not set forth in this Plan or such Grant, or to
interfere with or limit the right of the Company or any subsidiary corporation
to terminate his employment at any time, with or without cause. Nothing
contained in this Plan or in any Stock Option agreement or SAR shall be
construed as entitling any optionee to any rights of a shareholder as a result
of the grant of a Stock Option or an SAR, until such time as Common Shares are
actually issued to such optionee pursuant to the exercise of such Option or SAR.
This Plan may be assumed by the successors and assigns of the Company. The
liability of the Company under this Plan and any sale made hereunder is limited
to the obligations set forth herein with respect to such sale and no term or
provision of this Plan shall be construed to impose any liability on the Company
in favor of any employee with respect to any loss, cost or expense which the
employee may incur in connection with or arising out of any transaction in
connection with this Plan. The cash proceeds received by the Company from the
issuance of Common Shares pursuant to this Plan will be used for general
corporate purposes. The expense of administering this Plan shall be borne by the
Company. The captions and section numbers appearing in this Plan are inserted
only as a matter of convenience. They do not define, limit, construe or describe
the scope or intent of the provisions of this Plan.

              14. Termination of This Plan. This Plan shall terminate on the
close of business in Denver, Colorado on March 11, 2011, and thereafter no Stock
Options or Restricted Stock or SARs shall be granted hereunder. All Stock
Options and SARs outstanding at the time of termination of this Plan shall
continue in full force and effect according to their terms and the terms and
conditions of this Plan.




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