BELDEN & BLAKE CORP /OH/
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>l06844aexv10w1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.1

                           BELDEN & BLAKE CORPORATION

                                 RETENTION PLAN

                               ARTICLE I. PURPOSE

The Corporation and the Company believe that [I] reasonable steps should be
taken to promote a stable management team during the crucial (and often
tumultuous) period preceding and immediately following a Change in Control and
[II] subject to the terms of this Plan, these objectives can best be met by
providing key managers with the retention incentives described in this Plan.

                             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. Also, the form of any term will include all of its other forms. Other
words and phrases also may be defined in the Plan text.

SECTION 2.1 BASE SALARY. The term "Base Salary" shall mean, with respect to each
Participant, the highest monthly rate of base compensation of such Participant
in effect at any time during the Retention Period. "Base Salary" shall include
any portion of the Participant's annual base compensation the receipt of which
the Participant has elected to defer.

SECTION 2.2 BOARD. The term "Board" shall mean the board of directors of the
Corporation.

SECTION 2.3 CAUSE. The term "Cause" shall mean that, during the Retention
Period, the Participant 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
                     or her employment, before a Change in Control, with the
                     Company or, after a Change in Control, the Change Entity;

                     (b) intentional wrongful damage to property of, before a
                     Change in Control, the Company or, after a Change in
                     Control, the Change Entity; or

                     (c) intentional wrongful disclosure of secret processes or
                     confidential information of, before a Change in Control,
                     the Company or, after a Change in Control, the Change
                     Entity; and

           (ii)      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
Participant 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 Participant not in good faith and without reasonable
belief that his or her action or omission was in the best interest, before a
Change in Control, of the Company or, after a Change in Control, of the Change
Entity. Notwithstanding the foregoing, the Participant shall not be deemed to
have been terminated for "Cause" hereunder

<PAGE>

unless and until there shall have been delivered to the Participant a copy of a
resolution duly adopted by the affirmative vote of not less than three quarters
of the Board (or, after a Change in Control, the board of the Change Entity)
then in office at a meeting of the Board (or, after a Change in Control, the
board of the Change Entity) called and held for such purpose, after reasonable
notice to the Participant and an opportunity for the Participant, together with
his or her counsel (if the Participant chooses to have counsel present at such
meeting), to be heard before the Board (or, after a Change in Control, the board
of the Change Entity), finding that, in the good faith opinion of the Board (or,
after a Change in Control, the board of the Change Entity), the Participant had
committed an act constituting "Cause" as herein defined and specifying the
particulars thereof in detail. Nothing herein will limit the right of the
Participant or his beneficiaries to contest the validity or propriety of any
such determination.

SECTION 2.4 CHANGE ENTITY. The term "Change Entity" shall mean one or more
related or unrelated corporations or unincorporated entities that, alone or in
the aggregate and whether or not acting conjointly, engage in a transaction or
series of transactions that constitute a Change in Control.

SECTION 2.5 CHANGE IN CONTROL. The term "Change in Control" shall mean the
earliest of any of the following that occurs or begins during the Effective
Period:

           (i)       Prior to the occurrence of an underwritten public offering
           of the Company's equity securities:

                     (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 fifty percent (50%) or
                     more of either the Corporation's then outstanding shares of
                     common stock ("Outstanding Common Stock") or the combined
                     voting power of the Corporation's then outstanding Voting
                     Stock;

                     (b) consummation of a complete liquidation or dissolution
                     of the Corporation; or

                     (c) consummation by the Corporation of a merger,
                     consolidation or other reorganization of the Corporation
                     with any other Person, other than:

                               (1) 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 fifty percent (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 fifty percent (50%) of the
                               combined voting power of the Voting Stock of the
                               Corporation or such other entity

<PAGE>

                               outstanding immediately after such reorganization
                               or merger or consolidation (or series of related
                               transactions involving such a reorganization or
                               merger or consolidation); or

                               (2) 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 change in beneficial ownership of
                               more than fifty percent (50%) of the Voting Stock
                               of the Corporation or its successor.

           (ii) The consummation of an underwritten public offering after which
           the Permitted Holders have less than thirty percent (30%) of either
           the combined Outstanding Common Stock or the combined voting power of
           the Voting Stock of the Corporation; or

           (iii) Following the occurrence of an underwritten public offering of
           the Corporation's equity securities:

                     (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) Permitted Holders or Persons who were beneficial owners
                     of the Outstanding Common Stock and the Corporation's
                     Voting Stock, respectively, immediately before the
                     consummation of a merger, reorganization, consolidation,
                     share exchange, transfer of assets or other transaction
                     having similar effect involving the Corporation, own less
                     than thirty percent (30%) of the Outstanding Common Stock
                     and the Corporation's Voting Stock immediately after such
                     transaction.

                     (c) individuals who are members of the Board of the
                     Corporation as of the Effective Date of this Plan (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 Plan 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 Plan, "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

<PAGE>

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 Corporation's
equity securities.

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 2.09 CORPORATION. The term "Corporation" shall mean the Belden & Blake
Corporation, an Ohio corporation, and any Successor. For purposes of this Plan,
any action to be undertaken hereunder by the Corporation may be undertaken only
by the Board or any individual or individuals to whom the Board delegates the
responsibility for such action.

SECTION 2.10 DISABILITY. The term "Disability" shall mean a condition that (i)
arose during or before the beginning of the Retention Period and (ii) entitles
the affected Participant to a disability benefit under the Corporation's
long-term disability program in effect at any time during the Retention Period.

SECTION 2.11 EFFECTIVE DATE. The term "Effective Date" shall mean September 5,
2003.

SECTION 2.12 EFFECTIVE PERIOD. The term "Effective Period" shall mean the period
beginning on the Effective Date and ending on the Expiration Date.

SECTION 2.13 EXPIRATION DATE. The term "Expiration Date" means December 31,
2006.

SECTION 2.14 PARTICIPANT. The term "Participant" shall mean each person the
Corporation designates as eligible to receive a Retention Bonus.

SECTION 2.15 PLAN. The term "Plan" shall mean Belden & Blake Corporation
Retention Plan.

SECTION 2.16 RETENTION BONUS. The term "Retention Bonus" shall mean the amount
payable as set forth in Sections 3.2 and 3.3.

SECTION 2.17 RETENTION PERIOD. The term "Retention Period" shall mean the period
beginning 183 consecutive calendar days before a Change in Control and ending
183 consecutive calendar days after a Change in Control.

SECTION 2.18 RETIREMENT. The term "Retirement" shall mean a Severance on or
after a Participant's 62nd birthday.

SECTION 2.19 SEVERANCE. The term "Severance" means, at any time during the
Retention Period, a termination of the employment relationship between a
Participant and the Company

<PAGE>

(for any reason other than a direct transfer of the employment relationship
between the Company and the Change Entity on account of the Change in Control)
or a termination of the employment relationship between a Participant and the
Change Entity after a Change in Control. However, a Participant will not be
deemed to have Severed if, at any time during the Retention Period, (i) his or
her employment relationship is transferred between the Corporation or the Change
Entity and any Subsidiary or (ii) he or she is absent from active employment
because of vacation, illness (other than Disability) or a leave of absence
approved by his or her employer or protected by law.

SECTION 2.20 SUBSIDIARY. The term "Subsidiary" shall mean (i) an entity in
which, before or after the Change in Control, the Corporation directly or
indirectly beneficially owns 50% or more of the outstanding Voting Stock or (ii)
an entity which, after the Change in Control, is related through common control
with the Change Entity.

SECTION 2.21 SUCCESSOR. The term "Successor" shall mean another corporation or
unincorporated entity or group of corporations or unincorporated entities
(whether or not also a Change Entity) that acquires ownership, directly or
indirectly, of all or substantially all of the assets of the Company whether by
purchase, merger, consolidation, reorganization or otherwise.

SECTION 2.22 TRUST. The term "Trust" shall mean the trust created under a
separate trust agreement between the Company and the Trustee.

SECTION 2.23 TRUSTEE. The term "Trustee" shall mean the institution or
individual that has agreed to serve as trustee of the fund created under Section
3.7.

SECTION 2.24 VOTING STOCK. The term "Voting Stock" shall mean securities
entitled to vote generally in the election of the Board.

                          ARTICLE III. RETENTION BONUS

SECTION 3.1  ELIGIBILITY.

           (i) A Participant will receive a Retention Bonus under the Plan if:

                     (a) he or she does not Sever at any time during the
                     Retention Period;

                     (b) he or she Severs because of death, Disability or
                     Retirement at any time during the Retention Period; or

                     (c) within the Retention Period:

                               (1) the Participant is Severed by the Company,
                               the Corporation or the Change Entity other than
                               for Cause; or

                               (2) during the Retention Period, the Participant
                               Severs voluntarily following the occurrence of
                               any of the following events:

<PAGE>

                                          (I) a reduction in the Participant's
                                          Base Salary or a material reduction or
                                          termination of medical benefit
                                          coverage to which the Participant or
                                          his dependents were entitled during
                                          the Retention Period, other than a
                                          nondiscriminatory reduction or
                                          termination of medical benefits that
                                          is uniformly applied to all employees
                                          of similar status; or

                                          (II) a change in the Participant's
                                          principal location of work to any
                                          location which is in excess of 40
                                          miles from the location thereof
                                          immediately prior to the beginning of
                                          the Retention Period and to which the
                                          Participant does not agree in writing;
                                          or

                                          (III) a substantial and adverse change
                                          in the Participant's status or
                                          position as an employee of the
                                          Company, the Corporation or the Change
                                          Entity (when compared to his or her
                                          status or position immediately before
                                          the beginning of the Retention
                                          Period), or a substantial reduction in
                                          the duties and responsibilities
                                          exercised by the Participant
                                          immediately before the beginning of
                                          the Retention Period, except in
                                          connection with the Participant's
                                          Severance for Cause, Disability or
                                          death.

           (ii) Notwithstanding the provisions of Section 3.1(i), a Participant
           will not be eligible to receive a Retention Bonus if (a) the
           Participant's employment is Severed for Cause at any time during the
           Retention Period, or (b) the Participant is not an employee of the
           Company on the first day of the Retention Period.

SECTION 3.2 BONUS POOL. Coincident with a Change in Control, the Corporation
will transfer to the trust described in Section 3.7 the Bonus Pool. The amount
of the Bonus Pool will be established by applying the appropriate formula from
the following table:

<TABLE>
<S>                                           <C>
If the Change  Proceeds Less Transaction      Then, When the Bonus Pool is Stated as "X", the Formula
Costs is . . .                                for Determining Bonus Pool, is . . .

Less than $25,000,000                         $00.00

At least $25,000,000 but less than            X EQUALS (CHANGE PROCEEDS MINUS TRANSACTION COSTS MINUS
$50,000,000                                   $25,000,000) MULTIPLIED BY .02.

At least $50,000,000 but less than            X EQUALS  THE SUM OF (a) $500,000 PLUS (b) Y WHEN Y EQUALS
$80,000,000                                   (CHANGE PROCEEDS MINUS TRANSACTION COSTS MINUS $50,000,000)
                                              MULTIPLIED BY .03.

At least $80,000,000 but less than            X EQUALS  THE SUM OF (a) $1,400,000 PLUS (b) Y, WHEN Y EQUALS
$200,000,000                                  (CHANGE PROCEEDS MINUS TRANSACTION COSTS MINUS $80,000,000)
                                              MULTIPLIED .04.

ABOVE $200,000,000                            $6,200,000.
</TABLE>

           (i) For these purposes of applying this formula:

<PAGE>

                     (a) the "Change Proceeds" will be the sum of:

                               (1) the amount of cash received in connection
                               with the Change in Control; plus

                               (2) the fair market value of all securities and
                               other property received (other than indebtedness
                               assumed by the Change Entity) in connection with
                               the Change in Control; plus

                               (3) the fair market value of any of the
                               Corporation's assets (including cash)
                               distributed, sold or transferred to any party
                               with or without consideration (including the
                               Company and the Corporation but excluding the
                               Change Entity) if that distribution, sale or
                               transfer is undertaken in anticipation of or as a
                               direct result of the Change in Control (including
                               a liquidation of the Corporation).

                     (b) "Fair market value" will mean:

                               (1) in the case of securities that are traded on
                               an exchange (including the NASDAQ National Market
                               System), the reported "closing price" on the date
                               of the Change in Control, assuming it is a
                               trading date; otherwise on the next trading day
                               or, in the case of securities traded
                               over-the-counter with no reported closing price,
                               the mean between the lowest bid and the highest
                               asked prices on that quotation system on the date
                               of the Change in Control assuming it is a trading
                               day; otherwise on the next trading day.

                               (2) in the case either of securities or other
                               property that are not traded on an exchange, the
                               value determined in good faith by the Board but
                               in no event less than the greater of (I) any
                               appraised value of that property utilized by the
                               parties to the Change in Control to establish the
                               value of the appraised property or (II) the value
                               of that property disclosed, directly or
                               indirectly, separately or as a component of other
                               assets affected by the Change in Control, to the
                               Corporation's shareholders in connection with the
                               Change in Control.

                     (c) "Transaction costs" will mean only those costs which
                     are (1) incurred by the Corporation and/or the Company (but
                     not the Change Entity) that are directly associated with
                     consummating the Change in Control but not including any
                     costs or liabilities incurred as a consequence of the
                     Change in Control; and (2) deducted from the Change
                     Proceeds prior to distributions to the shareholders of the
                     Corporation. Costs that are directly associated with
                     consummating the Change in Control include, but are not
                     limited to, fees for financial advisors, fees due under the
                     Transaction Advisory Agreement with TPG, investment
                     bankers, accountants and attorneys for services directly
                     related to the transaction. Costs that are incurred as a
                     consequence of the Change in Control include, but are not
                     limited to, payments made under employment agreements,
                     change of control, severance or similar agreements or
                     plans, including payments made under this plan, payments

<PAGE>

                     made to redeem senior subordinated notes subject to put or
                     call provisions, or payments for early termination of
                     credit agreements.

                     (d) In the event of a complete disposition by the
                     shareholders, it is the intention that the Bonus Pool will
                     be determined based on the aggregate value that is received
                     by the stockholders and stock option holders, after
                     Transaction Costs in exchange for all of their stock or
                     options. In the event of a disposition of less than all of
                     the stock and options, the Change Proceeds will be the
                     aggregate value as determined above.

                     (e) Examples demonstrating the application of this section
                     are presented in the attached Exhibit 3.2.

SECTION 3.3 ALLOCATION OF BONUS POOL/FORFEITURES/PRORATION. The Bonus Pool will
be allocated among Participants as provided on Exhibits separately prepared for
each Participant, as in effect on the beginning of the Retention Period. If a
Participant does not meet the eligibility requirements described in Section 3.1,
his or her Retention Bonus will be irrevocably forfeited. A Participant who
Retires, dies or becomes Disabled at any time during the Retention Period will
receive a full Retention Bonus.

Any amounts not allocated to Participants, including amounts forfeited but not
reallocated ("Unallocated Amount"), shall be allocated among and paid to those
shareholders and stock option holders that held stock or options immediately
prior to the Change in Control ("Holder"). This allocation will be done by
multiplying the Unallocated Amount by each Holder's "Interest" and dividing that
amount by the sum of all Holder's Interests. For purposes of this allocation,
the "Interest" of each Holder will be the sum of (i) the number of shares of the
Corporation's stock he or she owned immediately prior to the Change in Control
and (ii) the number of options the Holder held immediately prior to the Change
in Control.

SECTION 3.4 LIMITATION AND INDEMNIFICATION.

           (i) If any Participant is a "disqualified individual," as defined in
           Section 280G(c) of the Code, and the present value of any payments
           under this Plan is an "excess parachute payment" as defined in
           Section 280G(b) of the Code, when combined with the present value of
           any other payments attributable to the same Change in Control (or
           other change in control with which it is required to be aggregated),
           including the present value of any payments under any change in
           control agreement ("Change Agreement") between the Corporation and
           the Participant, that also are "parachute payments" with respect to
           the same Change in Control (or other change in control with which it
           is required to be aggregated), the Corporation will:

                     (a) apply the procedures prescribed in Section 3.3 of the
                     Participant's Change Agreement (The Belden & Blake
                     Corporation 1999 Change in Control Protection Plan for Key
                     Employees, dated August 12, 1999, including amendments
                     thereto) but wholly without regard to the Retention Bonus;
                     and

<PAGE>

                     (b) aggregate the parachute payments generated under the
                     Change Agreement and the Retention Bonus to produce the
                     Participant's Combined Parachute Payment; and

                     (c) ascertain if the Participant's after-tax Combined
                     Parachute Payment would be greater by (1) reducing (but not
                     below zero) the Combined Parachute Payment to the amount
                     necessary to avoid application of the excise taxes
                     described in Section 4999 of the Code ("Reduced Parachute
                     Payment") or (2) by distributing the full Combined
                     Parachute Payment and (3) distribute the larger of these
                     amounts.

                     (d) If the Reduced Parachute Payment produces a larger
                     after-tax amount than the full Combined Parachute Payment,
                     the Participant may designate how the reduction is to be
                     allocated between the Retention Bonus and the amounts
                     otherwise payable under the Change Agreement.

SECTION 3.5 MITIGATION. A Participant shall not be required to mitigate the
amount of any payments under this Plan by seeking other employment or otherwise.

SECTION 3.6 TIMING OF PAYMENT. Except as provided in Section 3.7, each
Participant's Reduced or Combined Parachute Payment, whichever is applicable,
shall not be made from any benefit plan funds, and shall constitute an unfunded
unsecured obligation of the Company. Each Participant's Reduced or Combined
Parachute Payment, whichever is applicable, (net of any income, excise or
employment taxes which are required to be withheld from such payment) shall be
paid in a lump sum on the last day of the Retention Period if the Participant
has met the eligibility criteria described in Section 3.1, unless the
Participant (i) was terminated without Cause (ii) died or (iii) Retired during
the Retention Period, in which case the payment will be made on or before the
later of (iv) ten (10) days after the Change of Control or (v) ten (10) days
after the date of termination, with no reduction to reflect the acceleration of
payment.

SECTION 3.7 TRUST. As soon as practical after the Effective Date, the
Corporation will establish a trust arrangement through which payments under this
Plan will be made, although the Trust will not be funded until occurrence of a
Change in Control.

       ARTICLE IV. SUCCESSORS, ASSIGNMENT, REMEDIES AND WITHHOLDING TAXES

SECTION 4.1 SUCCESSORS AND BINDING EFFECT.

           (i) The Company shall require any Successor to assume and agree to
           perform the obligations under the Plan in the same manner and to the
           same extent the Company would be required to perform if no such
           succession had taken place. The Plan shall be binding upon and inure
           to the benefit of the Company and any Successor to the Company, but
           shall not otherwise be assignable, transferable or delegable by the
           Company.

           (ii) The rights under the Plan shall inure to the benefit of and be
           enforceable by the Participant's personal or legal representatives,
           executors, administrators, successors, heirs, distributees and/or
           legatees.

<PAGE>

           (iii) The rights under the Plan are personal in nature and neither
           the Company nor any Participant shall, without the consent of the
           other, assign, transfer or delegate the Plan or any rights or
           obligations hereunder except as expressly provided in this section.
           Without limiting the generality of the foregoing, a Participant's
           right to receive payments hereunder shall not be assignable,
           transferable or delegable, whether by pledge, creation of a security
           interest or otherwise, other than by a transfer by his or her will or
           by the laws of descent and distribution and, in the event of any
           attempted assignment or transfer contrary to this section, the
           Company shall have no liability to pay any amount so attempted to be
           assigned, transferred or delegated.

           (iv) Except as provided in Section 3.7, the obligation of the Company
           to make payments hereunder shall represent an unsecured obligation of
           the Company.

           (v) The Corporation and each Participant recognize that each party
           will have no adequate remedy at law for breach by the other of any of
           the agreements contained herein and, in the event of any such breach,
           the Corporation and each Participant hereby agree and consent that
           the other shall be entitled to a decree of specific performance,
           mandamus or other appropriate remedy to enforce performance of
           obligations under the Plan.

SECTION 4.2 WITHHOLDING OF TAXES. The Company may withhold from any amounts
payable under the Plan all federal, state, city or other taxes as shall be
required pursuant to any law or government regulation or ruling.

                 ARTICLE V. DURATION, AMENDMENT AND TERMINATION

SECTION 5.1 DURATION. If a Change in Control has not occurred, the Plan shall
expire on the Expiration Date, unless extended for an additional period or
periods by resolution adopted by the Board in its discretion at any time during
the term of the Plan.

SECTION 5.2 AMENDMENT. The Corporation reserves the right, at any time prior to
the occurrence of a Change in Control, to amend, modify, change or terminate
this Plan or any award hereunder at any time. However, no amendment,
modification, change or termination adopted before the beginning of the
Retention Period will be effective to the extent that it reduces or adversely
affects any Participant's rights or benefits under this program unless (and only
to the extent) that the affected Participant, after full disclosure of the
effect of the amendment, agrees to that amendment in writing. Also, the Plan
will automatically terminate on the Expiration Date or, if later, after all Plan
payments have been made.

                     ARTICLE VI. ADMINISTRATION OF THE PLAN

SECTION 6.1 IN GENERAL. The Plan shall be administered by the Corporation, which
shall be named fiduciary under the Plan. The Corporation shall have the sole and
absolute discretion to interpret where necessary all provisions of the Plan
(including, without limitation, by supplying omissions from, correcting
deficiencies in, or resolving inconsistencies or ambiguities in the language of
the Plan), to determine the rights and status under the Plan of Participants or
other persons, to resolve questions or disputes arising under the Plan and to
make any determinations with respect to the benefits payable hereunder and the
persons entitled thereto as may be

<PAGE>

necessary for the purposes of the Plan. Without limiting the generality of the
forgoing, the Corporation is hereby granted the authority (i) to determine
whether a particular employee is a "Participant" under the Plan and (ii) to
determine whether a particular Participant is eligible to receive any payment
under this Plan.

SECTION 6.2 DELEGATION OF DUTIES. The Corporation may delegate any of its duties
to the Committee, including, without limitation, duties with respect to the
processing, review, investigation, approval and payment of any amount under this
Plan.

SECTION 6.3 REGULATIONS. The Corporation shall promulgate any rules and
regulations it deems necessary in order to carry out the purposes of the Plan or
to interpret the terms and conditions of the Plan; provided, however, that no
rule, regulation or interpretation shall be contrary to the provisions of the
Plan.

SECTION 6.4  ARBITRATION

(i) Unless stated otherwise in this Plan, the parties agree that arbitration is
the sole and exclusive remedy for each of them to resolve and redress any
dispute, claim or controversy involving the interpretation of this Plan,
including any claims for any tort, breach of contract, violation of public
policy or discrimination, whether such claim arises under federal or state law.

(ii) The parties intend that any arbitration award will be final and binding on
them and that a judgment on the award may be entered in any court of competent
jurisdiction, and enforcement may be had according to the terms of that award.
This section will survive the termination or expiration of this Plan.

(iii) Arbitration will be held in Stark County, Ohio, and will be conducted by a
qualified arbitrator. The arbitrator will be mutually agreed upon by the parties
and the arbitration will be conducted in accordance with the National Rules for
the Resolution of Employment Disputes of the American Arbitration Association
or, if within 60 days of the initiation of any matter under this section the
parties are unable to mutually agree upon an arbitrator, (a) the Company will
ask the American Arbitration Association to appoint an arbitrator and (b) both
parties agree to accept that appointment. The parties will have the right to
conduct discovery pursuant to the Federal Rules of Civil Procedure; provided,
however, that the arbitrator will have the authority to establish an expedited
discovery schedule and to cutoff and to resolve any discovery disputes. The
arbitrator will have no jurisdiction or authority to change any provision of
this Plan by alterations of, additions to or subtractions from the terms of this
Plan. The arbitrator's sole authority will be to interpret or apply any
provision(s) of this Plan or any public law alleged to have been violated.

(iv) Any claim or controversy not sought to be submitted to arbitration, in
writing, within one year of the date the party asserting the claim knew, or
through reasonable diligence should have known, of the facts giving rise to that
party's claim, will be deemed waived and the party asserting the claim will have
no further right to seek arbitration or recovery with respect to that claim or
controversy. Both parties agree to comply strictly with the time limitation
specified in this section. For purposes of this section, a claim or controversy
is sought to be submitted to arbitration on the date the complaining party gives
written notice to the other that (i) an issue has

<PAGE>

arisen or is likely to arise that, unless resolved otherwise, may be resolved
through arbitration under this section and (ii) unless the issue is resolved
otherwise, the complaining party intends to submit the matter to arbitration
under the terms of this section.

(v) The Company will bear the arbitrator's fee unless the arbitrator, acting
under Federal Rule of Civil Procedure 54(b) and based on all the facts and
circumstances, imposes some or all of these fees on the Participant. Each party
will be responsible for its own attorney's fees.

(vi) The parties acknowledge that, because arbitration is the exclusive remedy
for resolving issues arising under this Plan, neither party may resort to any
federal, state or local court or administrative agency concerning breaches of
this Plan or any other matter subject to arbitration under this section, except
as otherwise provided in this Plan, and that the decision of the arbitrator will
be a complete defense to any suit, action or proceeding instituted in any
federal, state or local court before any administrative agency with respect to
any arbitrable claim or controversy.

(vii) The Participant and the Company each waive the right to have a claim or
dispute with one another decided in a judicial forum or by a jury, except as
otherwise provided in this Plan.

SECTION 6.5 REVOCABILITY OF ACTION. Any action taken by the Corporation with
respect to the rights or benefits under the Plan of any employee which also is
inconsistent with the terms of the Plan shall be revocable by the Corporation as
to payments or distributions not yet made to such person, and acceptance of
payments under this Plan constitutes acceptance of and agreement to the
Corporation making any appropriate adjustments in future payments or
distributions to such person to offset any excess or underpayment previously
made to him or her.

SECTION 6.6 EXECUTION OF RECEIPT. Upon receipt of payments under this Plan, the
Corporation reserves the right to require any Participant to execute a receipt
evidencing the amount and payment of such payment.

SECTION 6.7 RELEASE. As a condition to participating in this Plan, each
Participant must sign an acknowledgement in the form attached to this Agreement.

                           ARTICLE VII. MISCELLANEOUS

SECTION 7.1 NO RIGHT TO EMPLOYMENT. Nothing expressed or implied in the Plan
shall create any right or duty on the part of the Company or the Change Entity
or the Participant to have the Participant remain in the employment of the
Company or the Change Entity at any time prior to a Change in Control. Any
termination of employment of the Participant or the removal of the Participant
from the office or position in the Company prior to a Change in Control but
following the commencement of any discussion with any third person that
ultimately results in a Change in Control shall be deemed to be a termination or
removal of the Participant after a Change in Control for purposes of the Plan.

SECTION 7.2 GOVERNING LAW. The validity, interpretation, construction and
performance of the Plan shall be governed by the laws of the State of Ohio,
without giving effect to the principles of conflict of laws of such State.

<PAGE>

SECTION 7.3 VALIDITY. If any provisions of the Plan or the application of any
provision hereof to any person or circumstance is held invalid, unenforceable or
otherwise illegal, the remainder of the Plan and the application of such
provision to any other person or circumstances shall not be affected, and the
provision so held to be invalid, unenforceable or otherwise illegal shall be
reformed to the extent (and only to the extent) necessary to make it
enforceable, valid and legal.

SECTION 7.4 CAPTIONS. The captions in the Plan are for convenience of reference
only and do not define, limit or describe the scope or intent of the Plan or any
part hereof and shall not be considered in any construction hereof.

SECTION 7.5 OTHER PLANS. Payments provided under this Plan are intended to be in
addition to any payments due to any Participant under any other program
maintained by the Company or the Change Entity and is specifically intended not
to reduce or be applied to reduce benefits otherwise due under any program
maintained by the Company or the Change Entity, including any change in control
agreements or other severance programs.

IN WITNESS WHEREOF, Belden & Blake Corporation has caused the Plan to be
executed as of the 12th day of February, 2004.

   ATTEST:                            BELDEN & BLAKE CORPORATION

   /s/ Duane D. Clark                 By: /s/ John L. Schwager
   ---------------------------            ------------------------------
   Secretary                              John L. Schwager

                                      Title: President & Chief Executive Officer

<PAGE>

EXHIBIT 3.2

EXAMPLE CALCULATIONS OF THE BONUS POOL AMOUNT

<TABLE>
<S>                                      <C>             <C>             <C>             <C>
Change Proceeds                          $ 40,000,000    $ 75,000,000    $110,000,000    $225,000,000
Less Transaction Costs                     10,000,000      10,000,000      10,000,000      10,000,000
Change Proceeds less Transaction Costs     30,000,000      65,000,000     100,000,000     215,000,000
Exclude amounts over $200,000,000                   0               0               0      15,000,000
Change Proceeds less Transaction Costs     30,000,000      65,000,000     100,000,000     200,000,000
Less the threshold amount                  25,000,000      50,000,000      80,000,000      80,000,000
Excess amount                               5,000,000      15,000,000      20,000,000     120,000,000
Percentage on excess amount                         2%              3%              4%              4%
                                              100,000         450,000         800,000       4,800,000
Plus amount below threshold                         0         500,000       1,400,000       1,400,000
Bonus Pool                               $    100,000    $    950,000    $  2,200,000    $  6,200,000
</TABLE>

</TEXT>
</DOCUMENT>
