1999 Change In Control Protection Plan

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


Article I. GENERAL STATEMENT OF PURPOSE.


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


Article II. DEFINITIONS.


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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Corporation's equity securities. Notwithstanding any provision of this Section 2.5 to the contrary, a Change in Control shall not be deemed to occur as a result of the Company's formation of a royalty trust or the transfer of assets of the Company to such a royalty trust.
Section 2.6 CODE. The term "Code" shall mean the Internal
Revenue Code of 1986, as amended.
Section 2.7 COMMITTEE. The term "Committee" shall mean the
Compensation Committee of the Board.
Section 2.8 COMPANY. The term "Company" shall mean the
Corporation and its Subsidiaries.
Section 2.9 CORPORATION. The term "Corporation" shall mean
the Belden & Blake Corporation, an Ohio corporation, and
any Successor.
Section 2.10 DATE OF TERMINATION. The term "Date of
Termination" shall mean the effective date of a Key
Employee's termination of employment other than
termination for Cause.
Section 2.11 EFFECTIVE DATE. The term "Effective Date"
shall mean August 12, 1999.
Section 2.12 KEY EMPLOYEE. The term "Key Employee" shall
mean each of the employees of the Company who is notified
in writing of his or her eligibility to participate in
this Plan. Notwithstanding the foregoing, employees who
would otherwise be Key Employees shall not be Key
Employees for purposes of the Plan if they have entered
into an employ ...