EXHIBIT 10.2


                             Snyder Oil Corporation
                                                                 
                   AMENDED AND RESTATED 1989 STOCK OPTION PLAN
                    (as amended through September 16, 1997)


     This Snyder Oil  Corporation  1989 Stock Option Plan (the "Plan")  provides
for the granting of

         (a)          Incentive  Options  (hereinafter  defined)  to certain key
                      employees   of  Snyder   Oil   Corporation,   a   Delaware
                      corporation  (the  "Corporation"),  or of  its  Affiliates
                      (hereinafter defined), and

         (b)          Nonstatutory  Stock  Options   (hereinafter   defined)  to
                      certain  key  employees  of  the  Corporation  or  of  its
                      Affiliates  and  to  certain   individuals   who  are  not
                      employees of the Corporation or of its Affiliates.

         The purpose of the Plan is to provide an  incentive  for key  employees
and directors of the  Corporation or its Affiliates and for  individuals who are
not employees or directors of the  Corporation of its  Affiliates,  but who from
time to time provide  substantial  advice or other assistance or services to the
Corporation or its  Affiliates,  to remain in the service of the  Corporation or
its  Affiliates,  to extend to them the  opportunity  to  acquire a  proprietary
interest in the  Corporation  so that they will apply their best efforts for the
benefit  of the  Corporation,  and to aid the  Corporation  in  attracting  able
persons to enter the service of the Corporation and its Affiliates.

SECTION 1.            Definitions.

         1.1.  "Act" shall mean the Securities Exchange Act of 1934, as amended.

         1.2.  "Affiliates"  shall  mean  (a) any  corporation,  other  than the
Corporation, in an unbroken chain of corporations ending with the Corporation if
each of the  corporations,  other than the  Corporation,  owns stock  possessing
fifty percent (50%) or more of the total combined voting power of all classes of
stock in one  of the  other corporations in  such chain and (b) any corporation,
other than the Corporation,  in an unbroken chain of corporations beginning with
the Corporation if each of the corporations,  other than the last corporation in
the unbroken  chain,  owns stock  possessing  fifty percent (50%) or more of the
total  combined  voting  power  of all  classes  of  stock  in one of the  other
corporations in such chain.

         1.3.   "Agreement"   shall  mean  the  written  agreement  between  the
Corporation  and a Holder  evidencing  the Option granted by the Company and the
understanding of the parties with respect thereto.

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         1.4. "Board of Directors" shall mean the board of directors of the 
Corporation.

         1.5. "Code" shall mean the Internal Revenue Code of 1986, as amended.

         1.6. "Committee" shall mean the committee appointed pursuant to Section
3 hereof by the Board of Directors to administer this Plan.

         1.7.  "Disinterested Person" means a person who qualifies as both (i) a
"non-employee  director"  under Rule 16b-3 under the Securities  Exchange Act of
1934, as amended,  and (ii) an "outside  director"  under  Treasury  Regulations
Section 1.162-27  promulgated  under Section 162(m) of the Internal Revenue Code
of 1986, as amended, or any successor provision.

         1.8.  "Eligible  Individuals"  shall mean (a) key employees,  including
officers and directors who are also  employees of the  Corporation  or of any of
its  Affiliates,  and (b)  individuals who are not employees or directors of the
Corporation  of its  Affiliates,  but who from time to time provide  substantial
advice or other assistance or services to the Corporation or its Affiliates.

         1.7.  "Fair  Market  Value"  shall mean the closing  price of the Stock
reported on the composite tape or other reporting medium (for securities  listed
on the New York Stock  Exchange or other primary market or exchange on which the
Stock is  traded)  as of the date the  Fair  Market  Value is to be  determined,
provided  that if no such sales were made on such date,  such price as  reported
for the next  preceding  date on which  such sales  occurred.  For  purposes  of
valuing  Incentive  Options,  the Fair Market Value of Stock shall be determined
without regard to any restriction other than one which, by its terms, will never
lapse.

         1.8. "Holder" shall mean an Eligible Individual to whom an Option has 
been granted.

         1.9. "Incentive Options" shall mean stock options that are intended to 
satisfy the requirements of section 422A of the Code.

         1.10."Nonstatutory Options" shall mean stock options that are not 
intended to be or are not denominated as Incentive Options.

         1.11."Options" shall mean either Incentive Options or Nonstatutory 
Options, or both.

         1.12.  "Stock" shall mean the  Corporation's  authorized $.01 par value
common stock  together with any other  securities  with respect to which Options
granted hereunder may become exercisable.

SECTION 2.            Stock and Maximum Number of Shares Subject to the Plan.

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         2.1. Description of Stock and Maximum Shares Allocated. The Stock which
Options granted hereunder give a Holder the right to purchase may be unissued or
reacquired  shares of  Stock,  as the Board of  Directors  may,  in its sole and
absolute discretion, from time to time determine.

         Subject to the  adjustments  in  Paragraph  6.6 hereof,  the  aggregate
number of shares of Stock to be issued  pursuant to the  exercise of all Options
granted  hereunder may equal,  but shall not exceed,  3,000,000 shares of Snyder
Oil Corporation Stock.

         2.2. Restoration of Shares. If an Option hereunder expires, terminates,
or is exercised for any reason during the term of this Plan, the shares of Stock
which were subject to such Option shall be "restored" to the Plan by again being
available for Options granted after the shares' restoration, effective as of the
first day of the calendar  quarter  following such expiration,  termination,  or
exercise.

         2.3.  Maximum Number of Options  Granted to One Person.  Subject to the
adjustments  in Paragraph 6.6 hereof,  the maximum number of Options that may be
granted to any one person hereunder during any calendar year is 450,000.

SECTION 3.            Administration of the Plan.

         3.1.  Stock Option  Committee.  The Plan shall be  administered  by the
Committee. The Committee shall consist of not less than three (3) members of the
Board of  Directors.  Only  Disinterested  Persons shall be eligible to serve as
members of the Committee.

         3.2 Duration, Removal, Etc. The members of the Committee shall serve at
the pleasure of the Board of Directors,  which shall have the power, at any time
and from time to time,  to remove  members from the  Committee or to add members
thereto.  Vacancies on the Committee,  however caused, shall be filled by action
of the Board of Directors.

         3.3 Meetings and Actions of Committee. The Committee shall elect one of
its members as its Chairman and shall hold its meetings at such times and places
as it may determine.  All decisions and determinations of the Committee shall be
made by the  majority  vote  or  decision  of all of its  members  present  at a
meeting;  provided,  however,  that any  decision  or  determination  reduced to
writing  and  signed by all of the  members of the  Committee  shall be as fully
effective  as if it had  been  made at a  meeting  duly  called  and  held.  The
Committee  may make any rules and  regulations  for the conduct of its  business
that are not inconsistent  with the provisions hereof and with the bylaws of the
Corporation as it may deem advisable.

          3.4 Committee's Powers.  Subject to the express provisions hereof, the
Committee shall have the authority, in its sole and absolute discretion,  (a) to
adopt, amend, and rescind  administrative and interpretive rules and regulations
relating  to  the  Plan;  (b) to  determine  the  terms  and  provisions  of the
respective  Agreements  (which  need  not be  identical),  including  provisions
defining or otherwise relating to (i) subject to Section 6 of the Plan, the term

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and the period or periods and extent of exercisability of the Options,  (ii) the
extent to which the  transferability  of shares of Stock issued upon exercise of
Options is restricted,  (iii) the effect of  termination of employment  upon the
exercisability of the Options, and (iv) the effect of approved leaves of absence
(consistent with any applicable  regulations of the Internal  Revenue  Service);
(c) to  accelerate  the  time of  exercisability  of any  Option  that  has been
granted;  (d) to construe the respective Option Agreements and the Plan; and (e)
to make all other  determinations  and  perform  all  other  acts  necessary  or
advisable  for  administering  the  Plan,   including  the  delegation  of  such
ministerial acts and  responsibilities  as the Committee deems appropriate.  The
Committee  may  correct  any  defect or supply any  omission  or  reconcile  any
inconsistency in the Plan or in any Agreement in the manner and to the extent it
shall deem expedient to carry it into effect, and it shall be the sole and final
judge of such  expediency.  The  determinations  of the Committee on the matters
referred to in this Paragraph 3.4 shall be final and conclusive.

SECTION 4.            Eligibility and Participation.

         4.1.  Eligible  Individuals.  Options may be granted  hereunder only to
persons  who  are  Eligible  Individuals  at  the  time  of the  grant  thereof.
Notwithstanding any provision  contained herein to the contrary,  a person shall
not be  eligible  to  receive  an  Incentive  Option  hereunder  unless he is an
employee of the  Corporation or an Affiliate,  nor shall a person be eligible to
receive an Incentive Option hereunder if he, at the time such Option is granted,
would own  (within  the  meaning  of  sections  422A and 425 of the Code)  stock
possessing  more than ten percent  (10%) of the total  combined  voting power or
value of all classes of stock of the  Corporation or an Affiliate  unless at the
time such  Incentive  Option is granted the exercise price per share of Stock is
at least one  hundred and ten  percent  (110%) of the Fair Market  Value of each
share of Stock to which the Incentive Option relates and the Incentive Option is
not  exercisable  after the  expiration  of five (5)  years  from the date it is
granted.

         4.2. No Right to Option.  The adoption of the Plan shall not be deemed 
to give any person a right to be granted an Option.

SECTION 5.     Grant of Options and Certain Terms of the Agreements.

         Subject to the express provisions hereof, the Committee shall determine
which Eligible Individuals shall be granted Options hereunder from time to time.
In making grants,  the Committee shall take into  consideration the contribution
the  potential  Holder has made or may make to the success of the Company or its
Affiliates and such other considerations as the Board of Directors may from time
to time specify. The Committee shall also determine the number of shares subject
to each of such Options,  and shall authorize and cause the Corporation to grant
Options in accordance with such determinations.

         The date on which the Committee  completes all action  constituting  an
offer of an Option to an individual,  including the  specification of the number
of shares of Stock to be subject to the  Option,  shall be the date on which the
Option  covered by an Agreement  is granted,  even though  certain  terms of the


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Agreement may not be at such time  determined  and even though the Agreement may
not be executed until a later time. For purposes of the preceding  sentence,  an
offer shall be deemed made if the  Committee  has  completed all such action and
has  communicated  the  grant  thereof  to the  potential  Holder.  In no event,
however, shall an Optionee gain any rights in addition to those specified by the
Committee in its grant,  regardless  of the time that may pass between the grant
of the Option and the actual  execution of the  Agreement by the Company and the
Optionee.

         Each option  granted  hereunder  shall be  evidenced  by an  Agreement,
executed by the  Corporation  and the Eligible  Individual to whom the Option is
granted,  incorporating  such terms as the  Committee  shall deem  necessary  or
desirable.  More than one Option may be granted  hereunder to the same  Eligible
Individual and be outstanding  concurrently  hereunder. In the event an Eligible
Individual  is  granted  both  one or  more  Incentive  Options  and one or more
Nonstatutory Options, such grants shall be evidenced by separate Agreements, one
for each of the  Incentive  Option  grants and one for each of the  Nonstatutory
Option grants.

         Each Agreement may contain or otherwise  provide for conditions  giving
rise to the  forfeiture  of the Stock  acquired  pursuant  to an Option  granted
hereunder or otherwise and such restrictions on the transferability of shares of
the Stock acquired  pursuant to an Option granted  hereunder or otherwise as the
Committee in its sole and absolute  discretion  shall deem proper or  advisable.
Such conditions  giving rise to forfeiture may include,  but need not be limited
to,  the  requirement  that  the  Holder  render  substantial  services  to  the
Corporation or its Affiliates for a specified period of time. Such  restrictions
on transferability  may include,  but need not be limited to, options and rights
of first refusal in favor of the Corporation and shareholders of the Corporation
other than the  Holder of such  share of Stock who is a party to the  particular
Agreement  or a  subsequent  holder of the  shares of Stock who is bound by such
Agreement.

         In addition,  the Board of Directors  may  authorize  the  Committee to
grant cash awards  payable in  connection  with the exercise of an Option,  upon
such terms and  conditions as are specified by the Board of Directors;  provided
that no such cash award shall be effective  unless it can comply and does comply
with any applicable  requirements for exemption from liability  pursuant to Rule
16b-3 promulgated under the Act.

SECTION 6.            Terms and Conditions of Options.

         All Options granted  hereunder shall comply with, be deemed to include,
and shall be subject to the following terms and conditions:

         6.1.  Number of Shares.  Each Agreement shall state the number of 
shares of Stock to which it relates.

         6.2.  Exercise Price. Each Agreement shall state the exercise price per
share of Stock.  The exercise  price per share of Stock  subject to an Incentive
Option  shall not be less than the greater of (a) the par value per share of the


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Stock or (b) 100% of the Fair Market Value per share of the Stock on the date of
the grant of the  Option.  The  exercise  price per share of Stock  subject to a
Nonstatutory  Option  shall not be less  than  fifty  percent  (50%) of the Fair
Market Value per share of the Stock on the date of the grant of the Option.

         6.3.  Medium and Time of Payment,  Method of Exercise,  and Withholding
Taxes. The exercise price of an Option shall be payable upon the exercise of the
Option in cash,  by certified or  cashier's  check,  or, with the consent of the
Committee,  with shares of Stock of the  Corporation  owned by the Holder  which
have been held by the Holder  for at least six (6)  months  prior to the date of
exercise,  or with the consent of the  Committee,  by a combination  of cash and
such shares.  Exercise of an Option shall not be effective until the Corporation
has received written notice of exercise.  Such notice must specify the number of
whole  shares to be  purchased  and be  accompanied  by  payment  in full of the
aggregate Option price of the number of shares purchased.  The Corporation shall
not in any case be required to sell,  issue, or deliver a fractional  share with
respect to any Option.

         In the event that a Holder pays the  exercise  price of his Option,  in
whole or in part, with previously  owned shares of Stock,  pursuant to the rules
specified  above,  then,  if and to the extent  approved  by the  Committee,  in
addition to the shares of Stock purchased pursuant to the Option exercise,  such
Holder shall also receive a new Option,  subject to the terms and conditions set
forth below and in the Holder's individual Stock Option Agreement. Upon exercise
of the  Option  with  payment  in the  form  of  either  shares  of  Stock  or a
combination  of cash and shares of Stock,  the  Committee  may,  at its sole and
absolute discretion,  grant the Holder a new Option for shares of Stock equal to
the number of shares that were  delivered  by the Holder to the  Corporation  to
pay,  in whole or in part,  the  exercise  price  of the  previous  Option.  The
exercise  price of the new  Option  shall be equal to at least  100% of the Fair
Market  Value per share of the Stock on the date of the exercise of the previous
Option.  Provided,  however,  the new Option  cannot be  exercised by the Holder
until the later of (a) the  exercisability  dates  specified  in the  individual
Option  Agreement,  or (b) six (6) months after the date of grant.  As a further
condition on the  exercisability of the new Option, the shares of Stock received
by the Holder upon  exercise of his  previous  Option must be held by the Holder
for at least six (6) months prior to any sale of such shares by the Holder.  Any
sale of such  shares by a Holder  prior to the  expiration  of the six (6) month
holding  period  shall  render the new Option  non-exercisable.  Nothing in this
paragraph  shall prevent the Committee from granting a Holder another new Option
in the future when the  previous  new Option is exercised by the Holder with the
payment of previously owned shares of Stock.

         The Committee  may, in its  discretion,  require a Holder to pay to the
Corporation  at the time of exercise of an Option or portion  thereof the amount
that the Corporation deems necessary to

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satisfy its obligation to withhold Federal, state or local income or other taxes
incurred by reason of the exercise. Upon the exercise of an Option requiring tax
withholding a Holder may make a written request to have shares of Stock withheld
by the  Corporation  from the shares  otherwise  to be  received.  The number of
shares so withheld  shall have an  aggregate  Fair  Market  Value on the date of
exercise sufficient to satisfy the applicable  withholding taxes. The acceptance
of any  such  request  by a  Holder  shall  be at  the  sole  discretion  of the
Committee,  including,  if deemed  necessary by the  Committee,  approval by the
Securities  and  Exchange  Commission  and the  satisfaction  of any  additional
requirements necessary to obtain such approval.

         Where the exercise of an Option does not give rise to an  obligation to
withhold Federal income or other taxes on the date of exercise,  the Corporation
may,  in its  discretion,  require a Holder to place  shares of Stock  purchased
under the Option in escrow for the benefit of the Corporation until such time as
Federal income or other tax  withholding  is no longer  required with respect to
such shares or until such  withholding  is  required on amounts  included in the
gross  income  of the  Holder as a result  of the  exercise  of an Option or the
disposition of shares of Stock acquired  pursuant  thereto.  At such later time,
the  Corporation  in  its  discretion,  may  require  a  Holder  to  pay  to the
Corporation  the amount  that the  Corporation  deems  necessary  to satisfy its
obligation to withhold Federal, state or local income or other taxes incurred by
reason of the exercise of the Option or the  disposition of shares of Stock,  in
which case the shares of Stock  shall be  released  from  escrow to the  Holder.
Alternatively, subject to acceptance by the Committee, in its sole discretion, a
Holder may make a written request to have shares of Stock held in escrow applied
toward the Corporation's  obligation to withhold Federal,  state or local income
or  other  taxes  incurred  by  reason  of the  exercise  of the  Option  or the
disposition of shares of Stock,  based on the Fair Market Value of the shares on
the date of the termination of the escrow arrangement.  Upon application of such
shares toward the Corporation's withholding obligation, any shares of Stock held
in escrow and not, in the judgment of the  Committee,  necessary to satisfy such
obligation shall be released from escrow to the Holder.

         6.4.  Term,  Time of  Exercise,  and  Transferability  of  Options.  In
addition to such other terms and  conditions  as may be included in a particular
Agreement  granting an Option, an Option shall be exercisable  during a Holder's
lifetime only by him or by his guardian or legal representative. An Option shall
not be transferrable other than by will or the laws of descent and distribution.
Each Option shall also be subject to the following terms and conditions:

(a)  Termination of Employment or Directorship. The provisions of this Paragraph
     -----------------------------------------  6.4(a) shall apply to the extent
     a Holder's  Agreement  does not expressly  provide  otherwise.  If a Holder
     ceases  to be  employed  by at least one of the  employers  in the group of
     employers  consisting of the  Corporation  and its  Affiliates  because the
     Holder voluntarily  terminates  employment with such group of employers and
     the  Holder  does  not  remain  or  thereupon  become  a  director  of  the
     Corporation or one or more of it's Affiliates,  or if a Holder ceases to be
     a director of at least one of the corporations in the group of corporations
     consisting of the  Corporation  and its  Affiliates and the Holder does not
     remain or thereupon become an employee of the Corporation or one or more of
     it's Affiliates, the portion, if any, of an Option

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     that remains unexercised,  including that portion, if any, that pursuant to
     the  Agreement  is not  yet  exercisable,  on  the  date  of  the  Holder's
     termination  of  employment or ceasing to be a director,  whichever  occurs
     later,  shall  terminate and cease to be  exercisable as of such date. If a
     Holder  ceases to be employed by at least one of the employers in the group
     of employers consisting of the Corporation and its Affiliate because any of
     such entities terminates the Holder's employment for cause, the portion, if
     any, of an Option that remains unexercised, including that portion, if any,
     that pursuant to the Agreement is not yet  exercisable,  at the time of the
     Holder's  termination  of  employment,  shall  terminate  and  cease  to be
     exercisable  immediately  upon his  termination of  employment.  A Holder's
     employment  shall be deemed  terminated  "for cause" if  terminated  by the
     Board of  Directors  of the  Corporation  or the board of  directors  of an
     Affiliate because of incompetence, insubordination,  dishonesty, other acts
     detrimental to the interest of the  Corporation or its  Affiliates,  or any
     material   breach  by  the   Holder  of  any   employment,   nondisclosure,
     noncompetition,  or  other  contract  with  the  Corporation  or one of its
     Affiliates.  Whether  cause  exists  shall be  determined  by such board of
     directors in its sole  discretion and in good faith.  If a Holder ceases to
     be  employed  by at least one of the  employers  in the group of  employers
     consisting of the  Corporation  and its  Affiliates  because one or more of
     such entities  terminates  the  employment of the Holder but not for cause,
     and the  Holder  does not  remain or  thereupon  become a  director  of the
     Corporation  or one or more of it's  Affiliates,  the Holder shall have the
     right for thirty (30) days after such termination of employment to exercise
     the Option with respect to that portion thereof that has become exercisable
     pursuant to Holder's  Agreement as of the date of the Holder's  termination
     of employment,  and  thereafter the Option shall  terminate and cease to be
     exercisable.

(b)  Disability.  The  provisions  of this  Paragraph  6.4(b) shall apply to the
     extent  a  ----------   Holder's   Agreement  does  not  expressly  provide
     otherwise.  If a  Holder  ceases  to be  employed  by at  least  one of the
     employers in the group of employers  consisting of the  Corporation and its
     Affiliates by reason of disability  (as defined in section  22(e)(3) of the
     Code) and does not remain or thereupon become a director of the Corporation
     or one or more of it's  Affiliates,  or if the  Holder  ceases by reason of
     such disability to be a director of at least one of the corporations in the
     group of corporations consisting of the Corporation and its Affiliates, the
     Holder  shall  have the  right  for  ninety  (90)  days  after  the date of
     termination of employment  with or cessation of  directorship of such group
     of employers by reason of disability,  whichever  occurs later, to exercise
     an Option to the  extent  such  Option  is  exercisable  on the date of his
     termination  of employment,  and thereafter the Option shall  terminate and
     cease to be exercisable.

(c)  Death.  The provisions of this Paragraph 6.4(c) shall apply to the extent a
     Holder's Agreement does not expressly provide  otherwise.  If a Holder dies
     while in the

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     employ of the  Corporation  or an Affiliate or dies while a director of the
     Corporation or an Affiliate, an Option shall be exercisable by the Holder's
     legal  representatives,  legatees,  or  distributees  for ninety  (90) days
     following  the date of the  Holder's  death to the  extent  such  Option is
     exercisable on the Holder's date of death,  and thereafter the Option shall
     terminate and cease to be exercisable.

         Notwithstanding  any  other  provision  of  this  Plan,  including  the
provisions of items (a), (b), and (c) of this Paragraph 6.4, no Incentive Option
shall be exercisable  after the expiration of ten (10) years from the date it is
granted, or the period specified in Paragraph 4.1, if applicable.  The Committee
shall have  authority to prescribe in any  Agreement  that the Option  evidenced
thereby may be exercised  in full or in part as to any number of shares  subject
thereto at any time or from time to time  during the term of the  Option,  or in
such installments at such times during said term as the Committee may prescribe.
Except as provided  above and unless  otherwise  provided in any  Agreement,  an
Option may be  exercised at any time or from time to time during the term of the
Option.  Such exercise may be as to any or all whole (but no fractional)  shares
which have become purchasable under the Option.

         Within a reasonable  time or such time as may be permitted by law after
the Corporation  receives written notice that the Holder has elected to exercise
all or a portion of an Option,  such notice to be accompanied by payment in full
of the aggregate Option price of the number of shares purchased, the Corporation
shall  issue and  deliver a  certificate  representing  the shares  acquired  in
consequence of the exercise and any other amounts payable in consequence of such
exercise.  In the event that a Holder  exercises  both an Incentive  Option,  or
portion thereof, and a Nonstatutory Stock Option, or a portion thereof, separate
Stock  certificates  shall be issued, one for the Stock subject to the Incentive
Option  and one for the Stock  subject to the  Nonstatutory  Stock  Option.  The
number of the  shares of Stock  transferrable  due to an  exercise  of an Option
under this Plan shall not be increased due to the passage of time, except as may
be provided in an Agreement.

         Nothing  herein or in any Option  granted  hereunder  shall require the
Corporation  to issue any shares upon  exercise  of any Option if such  issuance
would, in the opinion of counsel for the Corporation,  constitute a violation of
the Securities Act of 1933, as amended, or any similar or superseding statute or
statutes,  or any other applicable statute or regulation,  as then in effect. At
the time of any  exercise  of an Option,  the  Corporation  may,  as a condition
precedent to the exercise of such Option,  require from the Holder of the Option
(or  in  the  event  of his  death,  his  legal  representatives,  legatees,  or
distributees) such written  representations,  if any,  concerning his intentions
with regard to the  retention or  disposition  of the shares  being  acquired by
exercise of such Option and such written covenants and agreements, if any, as to
the  manner of  disposal  of such  shares  as, in the  opinion of counsel to the
Corporation,  may be necessary to ensure that any disposition by such Holder (or
in  the  event  of  his  death,   his  legal   representatives,   legatees,   or
distributees),  will not involve a violation of the  Securities  Act of 1933, as
amended,  or any  similar  or  superseding  statute  or  statutes,  or any other
applicable  state  or  federal  statute  or  regulation,   as  then  in  effect.
Certificates for shares of Stock, when issued, may have the following legend, or
statements of other applicable  restrictions,  endorsed thereon,  and may not be
immediately transferable:

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         The shares of Stock evidenced by this  certificate  have been issued to
         the  registered  owner in reliance  upon written  representations  that
         these shares have been purchased for  investment.  These shares may not
         be  sold,  transferred,  or  assigned  unless,  in the  opinion  of the
         Corporation and its legal counsel,  such sale, transfer,  or assignment
         will not be in violation  of the  Securities  Act of 1933,  as amended,
         applicable  rules  and  regulations  of  the  Securities  and  Exchange
         Commission, and any applicable state securities laws.

         6.5.  Limitation  on  Aggregate  Value of Shares That May Become  First
Exercisable During Any Calendar Year Under an Incentive Option.  With respect to
any Incentive  Option  granted under this Plan, to the extent that the aggregate
Fair  Market  Value  of  shares  of  Stock  subject  to  such  Incentive  Option
(determined as of the date the Incentive  Option is granted),  and the aggregate
Fair Market Value of shares of Stock or stock of any Affiliate (or a predecessor
of the Corporation or an Affiliate)  subject to any other incentive stock option
(within  the  meaning of  section  422A of the Code) of the  Corporation  or its
Affiliates (or a predecessor  corporation of any such  corporation),  that first
become  purchasable  in any calendar year under such Option (with respect to any
Holder), exceed $100,000, then such excess over $100,000 shall not be considered
as subject to an Incentive Option,  but rather shall be considered as subject to
a  Nonstatutory  Option.  This rule shall be  applied by taking  shares of Stock
subject to  Incentive  Options that are  purchaseable  for the first time in the
calendar  year into  account in the order in which such  Incentive  Options were
granted. For purposes of this Paragraph 6.5,  "predecessor  corporation" means a
corporation that was a party to a transaction described in section 425(a) of the
Code (or which would be so described if a substitution or assumption  under such
section had been effected) with the Corporation,  or a corporation which, at the
time the new incentive  stock option  (within the meaning of section 422A of the
Code)  is  granted,  is  an  Affiliate  of  the  Corporation  or  a  predecessor
corporation of any such corporations,  or a predecessor  corporation of any such
corporations.

         6.6.  Adjustments  Upon  Changes in  Capitalization,  Merger,  Etc. The
Committee, in its discretion,  may make such adjustments in the option price and
the number of shares  covered  by  outstanding  options  which are  required  to
prevent any  dilution or  enlargement  of the rights of holders of such  options
that would otherwise  result from any  reorganization,  recapitalization,  stock
split, stock dividend, combination of shares, merger, consolidation, issuance of
rights or any other  change in the capital  structure  of the  Corporation.  The
Committee,  in its discretion,  may also make such  adjustments in the aggregate
number of options  which are  appropriate  to reflect any  transaction  or event
described in the preceding sentence.

         The  following  provisions  of this  Paragraph 6.6 shall apply unless a
Holder's  Agreement  provides  otherwise.  A dissolution  or  liquidation of the
Corporation; a sale of all or substantially all of the assets of the Corporation
where it is contemplated  that within a reasonable period of time thereafter the
Corporation  will either be liquidated or converted into a nonoperating  company
or an extraordinary dividend will be declared resulting in a partial liquidation
of the  Corporation  (but in all cases only with respect to those employees whom
it is anticipated will lose their employment with

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<PAGE>



the Corporation and its Affiliates as a result of such sale of assets); a merger
or  consolidation  (other  than a  merger  effecting  a  reincorporation  of the
Corporation in another state or any other merger or a consolidation in which the
shareholders  of the surviving  corporation  and their  proportionate  interests
therein   immediately  after  the  merger  or  consolidation  are  substantially
identical  to  the  shareholders  of the  Corporation  and  their  proportionate
interests therein immediately prior to the merger or consolidation) in which the
Corporation is not the surviving  corporation  (or survives only as a subsidiary
of another  corporation in a transaction in which the shareholders of the parent
of the Corporation and their  proportionate  interests therein immediately after
the  transaction  are not  substantially  identical to the  shareholders  of the
Corporation and their  proportionate  interests therein immediately prior to the
transaction;  provided that the Board of Directors may at any time prior to such
a merger or consolidation provide by resolution that the foregoing provisions of
this  parenthetical  shall not apply if a majority of the board of  directors of
such  parent  immediately  after the  transaction  consists of  individuals  who
constituted  a  majority  of the  Board of  Directors  immediately  prior to the
transaction); or a transaction in which another corporation becomes the owner of
50% or more of the total  combined  voting  power of all classes of stock of the
Corporation  (provided that the Board of Directors may at any time prior to such
transaction provide by resolution that the provision  immediately preceding this
parenthetical and following the immediately preceding semi-colon shall not apply
if a majority of the board of directors of the acquiring corporation immediately
after the transaction  consists of individuals who constituted a majority of the
Board of  Directors  immediately  prior to the  acquisition  of such 50% or more
total  combined  voting  power)  shall cause every  Option then  outstanding  to
terminate,  but the Holders of each such then outstanding  Options shall, in any
event, have the right, immediately prior to such dissolution,  liquidation, sale
of assets, merger,  consolidation,  or transaction, to exercise such Options, to
the extent not theretofore exercised,  without regard to the determination as to
the periods  and  installments  of  exercisability  made  pursuant to a Holder's
Agreement  if (and only if) such  Options  have not at that time expired or been
terminated.

         6.7.  Rights  as a  Shareholder.  A  Holder  shall  have no  right as a
shareholder with respect to any shares covered by his Option until a certificate
representing  such  shares  is issued to him.  No  adjustment  shall be made for
dividends  (ordinary  or  extraordinary,  whether in cash or other  property) or
distributions  or other  rights for which the  record  date is prior to the date
such certificate is issued, except as provided in Paragraph 6.6 hereof.

         6.8.  Modification,  Extension  and Renewal of Options.  Subject to the
terms and  conditions of and within the  limitations  of the Plan, the Committee
may modify,  extend or renew  outstanding  Options  granted  under the Plan,  or
accept  the  surrender  of  Options  outstanding  hereunder  (to the  extent not
theretofore  exercised)  and authorize the granting of new Options  hereunder in
substitution therefor (to the extent not theretofore  exercised).  The Committee
may not,  however,  without the consent of the  Holder,  modify any  outstanding
Incentive  Options  so as to  specify  a lower  exercise  price  or  accept  the
surrender of  outstanding  Incentive  Options and  authorize the granting of new
Options in substitution  therefor  specifying a lower option price. In addition,
no modification of an Option granted hereunder shall, without the consent of the
Holder,  alter or impair any rights or obligations under any Option  theretofore
granted hereunder to such Holder under the

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<PAGE>



Plan, except as may be necessary,  with respect to Incentive Options, to satisfy
the requirements of section 422A of the Code.

         6.9. Furnish Information.  Each Holder shall furnish to the Corporation
all  information  requested by the  Corporation  to enable it to comply with any
reporting  or other  requirement  imposed upon the  Corporation  by or under any
applicable statute or regulation.

         6.10. Obligation to Exercise;  Termination of Employment.  The granting
of an Option  hereunder  shall impose no obligation  upon the Holder to exercise
the  same or any  part  thereof.  In the  event  of a  Holder's  termination  of
employment with the Corporation or an Affiliate,  the unexercised  portion of an
Option  granted  hereunder  shall  terminate in  accordance  with  Paragraph 6.4
hereof.

         6.11. Agreement  Provisions.  The Agreements  authorized under the Plan
shall  contain  such  provisions  in  addition  to  those  required  by the Plan
(including, without limitation, restrictions or the removal of restrictions upon
the  exercise of the Option and the  retention  or  transfer  of shares  thereby
acquired) as the Committee shall deem  advisable.  Each Agreement shall identify
the Option evidenced  thereby as an Incentive Option or Nonstatutory  Option, as
the case may be,  and no  Agreement  shall  cover both an  Incentive  Option and
Nonstatutory Option.  Except as provided by the second paragraph of Section 6.6,
each Agreement  relating to an Incentive Option granted  hereunder shall contain
such limitations and  restrictions  upon the exercise of the Incentive Option to
which it relates as shall be necessary  for the  Incentive  Option to which such
Agreement relates to constitute an incentive stock option, as defined in section
422A of the Code.

         6.12.  Redemption.  At such time that the Stock is not registered under
section  12 of the Act,  if a Holder or any other  holder of the Stock  received
upon exercise of an Option proposes to sell, give, pledge, exchange or otherwise
transfer or dispose of any of the Stock received upon exercise of an Option,  or
of any interests therein owned by him, whether for cash or other  consideration,
the Holder or such other  holder  shall  promptly  give notice (the  "Redemption
Notice") to the  Committee  setting  forth in detail the  circumstances  of such
event.  The  Redemption  Notice shall state the name and address of the proposed
transferee  and the proposed  consideration  for and terms of the transfer.  The
Corporation  shall have an option to  purchase  such Stock  within ten (10) days
after  receipt  by  the  Committee  of  the  Redemption  Notice,  on  the  terms
hereinafter set forth and as may be set forth in the Agreement.  The Corporation
shall  exercise  such  option by giving the Holder or such other  holder  notice
thereof. Such option may be exercised by the Corporation as to all, but not less
than  all,  of such  Stock,  and such  option  shall  expire to the  extent  not
exercised by the Corporation within ten (10) days after receipt by the Committee
of the  Redemption  Notice.  The price per share for the Stock  purchased by the
Corporation pursuant to this Paragraph 6.12 shall be:

         (a)          the Fair Market  Value per share of such Stock on the date
                      the  Committee  receives  the  Redemption  Notice,  if the
                      proposed transfer is a gift, or


                                       12

<PAGE>



         (b)          the price per share for which the  Holder  has  received a
                      bona fide offer, as described in the Redemption Notice, if
                      the proposed transfer is other than a gift.

The value of any noncash consideration included in such bona fide offer shall be
determined  in good faith by the Board of  Directors,  with the  assistance of a
third party to the extent the Board of Directors deems appropriate.

Upon exercise of its option  pursuant to this Paragraph  6.12,  the  Corporation
shall pay the Holder or such other holder the purchase  price (i) within 60 days
after receipt of the Redemption  Notice by the Committee in the manner  provided
in the Agreement  between  Corporation and the Holder or (ii) at the election of
the  Corporation,  in accordance  with the terms embodied in any bona fide offer
received  by the Holder or such other  holder and  described  in the  Redemption
Notice.  Any Stock that the Corporation does not purchase as herein provided may
be  transferred by the Holder or such other holder to the persons and upon terms
and conditions no more  favorable to the purchasers  than those set forth in the
Redemption Notice, such transfer to be consummated within ninety (90) days after
receipt of the Redemption Notice by the Committee, and not otherwise.

SECTION 7.            Remedies and Legend

         7.1.  Remedies.  The  Corporation  shall be entitled to recover  from a
Holder reasonable attorneys' fees incurred in connection with the enforcement of
the terms and  provisions of the Plan and any Agreement  whether by an action to
enforce specific performance or for damages for its breach or otherwise.

         7.2. Legend.  Each certificate  representing  shares issued to a Holder
upon exercise of an Option  granted under the Plan may, if such share is subject
to any transfer  restriction,  including a right of first refusal,  provided for
under this Plan or an Agreement, bear a legend that complies with applicable law
with respect to the restrictions on transferability referenced in this Paragraph
7.2, such as:

         The shares  represented by this certificate are subject to restrictions
         on transferability  imposed by that certain instrument entitled "Snyder
         Oil Corporation  1989 Stock Option Plan" dated  _______________,  19__,
         and an agreement thereunder between and [Holder] dated _______________,
         19__, which grants to the Corporation an option to purchase such shares
         in certain  instances.  A copy of such plan and agreement is on file at
         the  principal  office of the  Corporation,  and is subject to the same
         right of examination by a shareholder of the  Corporation (in person or
         by agent,  attorney, or accountant) as are the books and records of the
         Corporation.


                                       13

<PAGE>



SECTION 8.            Duration of Plan.

         No Incentive  Options may be granted  hereunder  after the date that is
ten (10) years from the earlier of (i) the date the Plan is adopted by the Board
of  Directors or (ii) the date the Plan is approved by the  shareholders  of the
Corporation.  In addition, with respect to shares of Stock not currently covered
by an outstanding  Option,  this Plan may be terminated at any time by the Board
of Directors.

SECTION 9.            Amendment of Plan.

         The Board of Directors  may,  insofar as permitted by law, with respect
to any shares at the time are not subject to Options, suspend or discontinue the
Plan or revise or amend it in any respect whatsoever;  provided,  however, that,
without the approval of the holders of a majority of the  outstanding  shares of
voting stock of all classes of the  Corporation,  no such  revision or amendment
shall (a)  change the  number of shares of the Stock  subject  to the Plan,  (b)
change the  designation of the class of employees  eligible to receive  Options,
(c) decrease the price at which Incentive Options may be granted, (d) remove the
administration  of the Plan from the  Committee,  (e) render the  members of the
Committee  eligible to receive  Options under the Plan while serving as such, or
(f) without the consent of the  affected  Holder,  cause the  Incentive  Options
granted  hereunder and outstanding at such time that satisfied the  requirements
of section 422A of the Code to no longer satisfy such requirements.

SECTION 10.           General.

         10.1.  Application of Funds.  The proceeds  received by the Corporation
from the sale of shares pursuant to Options shall be used for general  corporate
purposes.

         10.2. Right of the Corporation and Affiliates to Terminate  Employment.
Nothing contained in the Plan, or in any Agreement, shall confer upon any Holder
the right to  continue in the employ of the  Corporation  or any  Affiliate,  or
interfere  in any way with the rights of the  Corporation  or any  Affiliate  to
terminate his employment at any time.

         10.3. No Liability for Good Faith  Determinations.  Neither the members
of the Board of Directors  nor any member of the  Committee  shall be liable for
any act, omission,  or determination taken or made in good faith with respect to
the Plan or any Option  granted  under it, and members of the Board of Directors
and the Committee shall be entitled to indemnification  and reimbursement by the
Corporation  in respect  of any  claim,  loss,  damage,  or  expense  (including
attorneys'  fees,  the costs of settling any suit,  provided such  settlement is
approved by independent  legal counsel selected by the Corporation,  and amounts
paid in satisfaction of a judgment,  except a judgment based on a finding of bad
faith)  arising  therefrom  to the full  extent  permitted  by law and under any
directors  and officers  liability or similar  insurance  coverage that may from
time to time be in effect.


                                       14

<PAGE>



         10.4.  Information  Confidential.  As  partial  consideration  for  the
granting of each Option  hereunder,  the Holder shall agree with the Corporation
that he  will  keep  confidential  all  information  and  knowledge  that he has
relating to the manner and amount of his  participation  in the Plan;  provided,
however,  that such  information  may be disclosed as required by law and may be
given in confidence to the Holder's spouse, tax and financial advisors,  or to a
financial institution to the extent that such information is necessary to secure
a loan.  In the event any breach of this promise  comes to the  attention of the
Committee,  it shall take into consideration such breach, in determining whether
to  recommend  the  grant  of any  future  Option  to such  Holder,  as a factor
militating  against the  advisability of granting any such future Option to such
individual.

         10.5. Other Benefits.  Participation in the Plan shall not preclude the
Holder from eligibility in any other stock option plan of the Corporation or any
Affiliate or any old age benefit, insurance, pension, profit sharing retirement,
bonus, or other extra  compensation plans which the Corporation or any Affiliate
has adopted, or may, at any time, adopt for the benefit of its employees.

         10.6.  Execution of Receipts and  Releases.  Any payment of cash or any
issuance  or  transfer  of  shares  of  Stock  to the  Holder,  or to his  legal
representative, heir, legatee, or distributee, in accordance with the provisions
hereof,  shall, to the extent thereof,  be in full satisfaction of all claims of
such  persons   hereunder.   The  Committee   may  require  any  Holder,   legal
representative,  heir, legatee, or distributee, as a condition precedent to such
payment,  issuance,  or transfer,  to execute a release and receipt  therefor in
such form as it shall determine.

         10.7.        No Guarantee of Interests.  Neither the Committee nor the 
Corporation guarantees the Stock of the Corporation from loss or depreciation.

         10.8. Payment of Expenses. All expenses incident to the administration,
termination, or protection of the Plan, including, but not limited to, legal and
accounting fees,  shall be paid by the Corporation or its Affiliates;  provided,
however, the Corporation or an Affiliate may recover any and all damages,  fees,
expenses,  and/or costs arising out of any actions taken by the  Corporation  to
enforce its right to purchase Stock under Paragraph 6.12 hereof.

         10.9. Corporation Records. Records of the Corporation or its Affiliates
regarding the Holder's  period of employment,  termination of employment and the
reason therefor,  leaves of absence,  re-employment,  and other matters shall be
conclusive for all purposes hereunder,  unless determined by the Committee to be
incorrect.

         10.10.  Information.  The  Corporation and its Affiliates  shall,  upon
request or as may be  specifically  required  hereunder,  furnish or cause to be
furnished,  all of the  information  or  documentation  which  is  necessary  or
required by the Committee to perform its duties and functions under the Plan.


                                       15

<PAGE>



         10.11.  No  Liability  of  Corporation.   The  Corporation  assumes  no
obligation  or  responsibility  to the Holder or his  personal  representatives,
heirs,  legatees,  or distributees for any act of, or failure to act on the part
of, the Committee.

     10.12.  Corporation Action. Any action required of the Corporation shall be
by  resolution  of its Board of  Directors or by a person  authorized  to act by
resolution of the Board of Directors.

         10.13.  Severability.  If any  provision  of  this  Plan  is held to be
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining provisions hereof, but such provision shall be fully severable and
the Plan shall be construed and enforced as if the illegal or invalid  provision
had never been included herein.

         10.14. Notices. Whenever any notice is required or permitted hereunder,
such notice must be in writing and  personally  delivered  or sent by mail.  Any
notice  required or permitted to be  delivered  hereunder  shall be deemed to be
delivered on the date on which it is personally delivered,  or, whether actually
received or not, on the third  business  day after it is deposited in the United
States mail, certified or registered,  postage prepaid,  addressed to the person
who is to receive it at the address which such person has theretofore  specified
by written notice delivered in accordance herewith.  The Corporation or a Holder
may change,  at any time and from time to time, by written  notice to the other,
the address which it or he had  theretofore  specified  for  receiving  notices.
Until  changed in accordance  herewith,  the  Corporation  and each Holder shall
specify as its and his  address for  receiving  notices the address set forth in
the Agreement pertaining to the shares to which such notice relates.

         10.15.  Waiver of Notice.  Any person entitled to notice hereunder may
 waive such notice.

         10.16.  Successors.  The Plan shall be  binding  upon the  Holder,  his
heirs,  legatees,  and  legal   representatives,   upon  the  Corporation,   its
successors, and assigns, and upon the Committee, and its successors.

         10.17.  Headings.  The titles and headings of Sections and Paragraphs 
are included for convenience of reference only and are not to be considered in
construction of the provisions hereof.

         10.18.  Governing  Law.  All  questions  arising  with  respect  to the
provisions  of the Plan shall be determined  by  application  of the laws of the
State of Delaware except to the extent Delaware law is preempted by federal law.
Questions  arising  with  respect to the  provisions  of an  Agreement  that are
matters of contract law shall be governed by the laws of the state  specified in
the Agreement,  except to the e{went  Delaware  corporate law conflicts with the
contract law of such state, in which event Delaware  corporate law shall govern.
The obligation of the Corporation to sell and deliver Stock hereunder is subject
to applicable laws and to the approval of any governmental authority required in
connection with the authorization, issuance, sale, or delivery of such Stock.


                                       16

<PAGE>


         10.19.  Word  Usage.  Words used in the  masculine  shall  apply to the
feminine where applicable,  and wherever the context of this Plan dictates,  the
plural shall be read as the singular and the singular as the plural.

SECTION 11.           Approval of Shareholders.

         The Plan  shall  take  effect on the date it is adopted by the Board of
Directors. However, if this Plan is not approved by the holders of a majority of
the  outstanding  shares  of common  stock,  par value  $.01 per  share,  of the
Corporation,  within the  period  beginning  on the date the Board of  Directors
adopts the Plan and ending twelve (12) months after the date the Plan is adopted
by  the  Board  of  Directors,  none  of the  Options  granted  hereunder  shall
constitute  Incentive Options; and in the event that the Plan is not so approved
on or  before  the first  annual  meeting  of  stockholders  of the  Corporation
following  the date the Board of Directors  adopts the Plan,  if any Options are
granted under the Plan before the date such  stockholders do approve the Plan to
individuals  subject to suit under  Section 16b of the Act at the time of grant,
such Options shall be null,  void,  and of no force and effect as of their grant
date.


                                       17