1994 Nonemployee Director Stock Option Plan

Exhibit 10.16


EXHIBIT B
AMENDED AND RESTATED
1994 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
of
CABOT OIL & GAS CORPORATION


1. Purpose of the Plan. This Nonemployee Director Stock Option Plan (the
"Plan") is intended as an incentive to retain and attract persons of
training, experience and ability to serve as independent directors on the
Board of Directors of Cabot Oil & Corporation, a Delaware corporation (the
"Company"), to encourage the sense of proprietorship of such persons and to
stimulate the active interest of such persons in the development and
financial success of the Company. It is further intended that the options
granted pursuant to this Plan (the "Options") will be nonqualified options
within the meaning of Section 83 of the Internal Revenue Code of 1986, as
amended (the "Code").


2. Stockholder Approval. All Options granted pursuant to this Plan are subject
to, and may not be exercised before, the approval of this Plan by the
affirmative vote of the holders of a majority of the outstanding shares of
the Class A Common Stock, par value $.10 per share (the "Common Stock"), of
the Company that are present, or represented, and entitled to vote at a
meeting of the Company's stockholders.


3. Designation of Participants; Automatic Grant of Options. Each director of
the Company who is not an employee of the Company or any Subsidiary (as
hereinafter defined) of the Company (any such director being hereinafter
referred to as a "Nonemployee Director") shall be granted Options as
described hereunder. Each individual who becomes a Nonemployee Director
after the Effective Date shall automatically be granted Options to purchase
10,000 shares of Common Stock (subject to adjustment as provided in
Paragraph 10) on the date such person first becomes a Nonemployee Director.
Furthermore, at each annual meeting of stockholders (other than when the
director's status as such terminates at such meeting), each Nonemployee
Director shall automatically be granted Options to purchase an additional
5,000 shares of Common Stock (subject to adjustment as provided in
Paragraph 10) on such date. Notwithstanding the foregoing, in the case of
any grant of Options made on a date subsequent to the Effective Date, such
grant shall only be made if the number of shares subject to future grant
under this Plan is sufficient to make all automatic grants required to be
made pursuant to this Plan on such date of grant. As used herein, the term
"Subsidiary" of the Company shall mean any corporation of which the Company
directly or indirectly owns shares representing more than 50% of the voting
power of all classes or series of capital stock of such corporation which
have the right to vote generally on matters submitted to a vote of the
stockholders of such corporation.


4. Option Agreement. Each Option granted hereunder shall be embodied in a
written option agreement ("Option Agreement"), which shall be subject to
the terms and conditions set forth herein and shall be signed by the
Optionee and by the Chief Executive Officer, the Chief Operating Officer,
or any Vice President of the Company for and on behalf of the Company.


5. Common Stock Reserved for the Plan. Subject to adjustment as provided in
Paragraph 10 hereof, a total of 300,000 shares of Common Stock shall be
reserved for issuance upon the exercise of Options granted pursuant to this
Plan. The shares subject to the Plan shall consist of unissued shares or
previously issued shares reacquired and held by the Company, or any parent
or subsidiary of the Company, in its treasury. The Board of Directors and
the appropriate officers of the Company shall from time to time take
whatever actions are necessary to execute, acknowledge, file and deliver
any documents required to be filed with or delivered to any governmental
authority or any stock exchange or transaction reporting system on which
shares of Common Stock are listed or quoted in order to make shares of
Common Stock available for issuance to an Optionee (as hereinafter defined)


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pursuant to this Plan. Common Stock subject to Options that are forfeited
or terminated or expire unexercised in such a manner that all or some of
the shares subject thereto are not issued to an Optionee shall immediately
become available for the granting of Options. As used herein, the term
"Optionee" shall mean any Nonemployee Director to whom Options are granted
hereunder.


6. Option Price.


(a) The purchase price of each share of Common Stock that is subject to an
Option granted pursuant to this Plan shall be 100% of the Fair Market
Value of such share of Common Stock on the date the Option is granted.


(b) The Fair Market Value of a share of Common Stock on a particular date
shall be deemed to be (i) if the shares of Common Stock are listed on
a national securities exchange, the average of the highest and lowest
sales price per share of Common Stock on the principal such national
securities exchange on that date, or, if there shall have been no such
sale so reported on that date, on the last preceding date on which
such a sale was so reported, (ii) if the shares of Common Stock are
not so listed but are quoted in the NASDAQ National Market System, the
average of the highest and lowest sales price per share of Common
Stock on the NASDAQ National Market System on that date, or, if there
shall have been no such sale so reported on that date, on the last
preceding date on which such a sale was so reported or (iii) if the
Common Stock is not so listed or quoted, the average of the closing
bid and asked price on that date, or, if there are no quotations
av ...