AMENDMENT NO. 1 WHEREAS, Barrett Resources Corporation (the "Corporation") and William J. Barrett have executed a Severance Protection Agreement dated February 6, 1998 (the "Agreement"); WHEREAS, at that time of the execution of the Agreement it was...

 
                                 Exhibit 10.8B

                                AMENDMENT NO. 1

     WHEREAS, Xxxxxxx Resources Corporation (the "Corporation") and Xxxxxxx X.
Xxxxxxx have executed a Severance Protection Agreement dated February 6, 1998
(the "Agreement");

     WHEREAS, at that time of the execution of the Agreement it was assumed that
Xx. Xxxxxxx would retire on January 31, 1999;

     WHEREAS, at the request of the Board of Directors, Xx. Xxxxxxx has agreed
to remain as an employee of the Corporation through March 31, 2000; and

     WHEREAS, in light of the foregoing the parties desire to extend the term of
the Agreement.

     NOW, THEREFORE, the Corporation and Xx. Xxxxxxx agree as follows:

     1.  Paragraph 1 of the Agreement is hereby amended by deleting January 31,
1999" and substituting "March 31, 2000".

     2.  This amendment shall be effective November 19, 1998.


ATTEST:                                 XXXXXXX RESOURCES CORPORATION



/s/ Xxxxxx X. Xxxx, Xx.                 BY:  /s/ A. Xxxxx Xxxx
Secretary                                    A. Xxxxx Xxxx
                                             President and Chief 
                                             Operating Officer



                                        XXXXXXX X. XXXXXXX
        

 
                                             /s/ Xxxxxxx X. Xxxxxxx