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                                                                   EXHIBIT 10.22

                           BENTON OIL AND GAS COMPANY

                    NON-EMPLOYEE DIRECTOR STOCK PURCHASE PLAN


         1. PURPOSE. The Purpose of this Non-Employee Director Stock Purchase
Plan is to advance the interests of Benton Oil and Gas Company (the "Company")
by encouraging non-employee directors of the Company to acquire a greater
proprietary interest in the Company through ownership of Common Stock of the
Company (the "Common Stock"). References to a "director" herein shall mean a
non-employee director.

         2. ELECTION TO RECEIVE STOCK. Each member of the Board of Directors of
the Company who is not an employee of the Company may elect once each year prior
to January 1, to be effective for the following year and until a new election is
made, to receive all or a portion of the fees payable to such director in cash
or in lieu of cash (if not all of the cash amount, in increments of $1,000) in
restricted shares of Common Stock. The number of restricted shares of Common
Stock issuable in accordance with an election hereunder shall be equal to the
product of 1.5 multiplied by the dollar amount of cash that will instead be
received in restricted shares, divided by the Fair Market Value of the Common
Stock on the date (or scheduled date) of payment of the applicable fee, with any
fraction of a share rounded down to a whole number. "Fair Market Value" of the
Common Stock as of any date shall be the closing price on such date (or if no
trades occurred on such date on the next preceding day on which trading
occurred) as reported for consolidated transactions on the principal national
securities exchange on which the Common Stock is listed or admitted to trading
or on the NASDAQ Market System, or if not so listed or admitted to trading, the
average of the high bid and low asked prices of the Common Stock on such date in
the over-the-counter market as reported by the NASDAQ reporting system or other
system then in use. Notwithstanding the foregoing, no single director may
acquire more than one percent of the shares of Common Stock outstanding as of
the Effective Date of the Plan (as defined herein).

         3. ISSUANCE OF SHARES. On each quarterly payment date of directors'
fees at which an election to receive restricted shares of Common stock is
effective, for each director so electing a stock certificate evidencing the
appropriate number of restricted shares shall be issued and registered in the
name of the director. The stock certificates evidencing such shares shall be
held in custody by the Company until the restrictions thereon shall have lapsed,
after which such certificates shall be delivered to the appropriate director.
The Company shall not be required to issue shares hereunder until such shares
have been listed or admitted to trading on the appropriate stock exchange or
trading market and the Company has complied with applicable federal and state
securities laws.

         4. RESTRICTIONS. Each share of Common Stock issued to a director
pursuant to the Plan may not be sold, assigned, transferred, pledged,
hypothecated or otherwise disposed of until a period of one year from the date
of issuance or, if earlier, on the date of termination of such

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director as a member of the Board of Directors as a result of his death,
disability, removal or failure to be nominated for an additional term as a
member of the Board of Directors.

         5. VOTING AND DIVIDEND RIGHTS. During the period in which the
restrictions provided herein are applicable to the shares of Common Stock, the
director shall have the right to vote such shares and to receive any dividends
paid in cash or other property with respect to such shares. Shares of Common
Stock distributed by the Company as a result of any stock dividend, stock split,
reclassification or other similar capital or corporate structure change shall be
subject to the same restrictions as the shares with respect to which they were
distributed.

         6. TERMINATION OF PLAN. The Plan may be terminated at any time upon a
vote of a majority of the Board of Directors to terminate the Plan. Upon
termination of the Plan, restrictions on shares of Common Stock shall continue
in effect and shall lapse in accordance with the terms of the Plan at the time
of issuance of such shares.

         7. EFFECTIVE DATE. The Plan shall become effective on January 5, 2001.


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