Second Amemded And Restated 1994 Non-employee Director Stock Option Plan

Exhibit 10.16(a)


FIRST AMENDMENT TO THE
CABOT OIL & GAS CORPORATION
SECOND AMENDED AND RESTATED
1994 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN


First Amendment


Cabot Oil & Gas Corporation, a Delaware corporation (the "Company"), having established the Cabot Oil & Gas Corporation Second Amended and Restated 1994 Non-employee Director Stock Option Plan (the "Plan") and, having reserved the right under Section 12 thereof to amend the Plan, does hereby amend the Plan, effective as of March 1, 2003, to read as follows:


1. Section 7 of the Plan is hereby amended by replacing clause (c) of Section 7 in its entirety as follows:


"(c) the later of (i) the expiration of three months following the date on
wh ...