CHANGE IN CONTROL AGREEMENT



      This CHANGE IN CONTROL AGREEMENT (this "Agreement") is made as of May 1,

2003, between KCS ENERGY, INC., a Delaware corporation whose principal place of

business is located at 5555 San Felipe, Suite 1200, Houston, Texas 77056 (the

"Company") and FREDERICK DWYER (the "Executive"). This Agreement replaces and

supercedes the Agreement dated August 1, 2001.



The Company and the Executive agree as follows:



      1.    RECITALS.



            1.1   The Executive is employed by the Company.



            1.2   The Company recognizes that a Change in Control of Company may

                  occur.



            1.3   The Company desires to induce the Executive to remain in the

                  employ of the Company and to assure the Executive of a fair

                  severance payment should his employment terminate under

                  certain circumstances following a Change of Control



      2.    SEVERANCE ARRANGEMENT.



            2.1. Termination By Company or Executive. If within two (2) years

following a Change in Control the Executive's employment with the Company is

terminated (i) by the Company for any reason other than for Cause, death or

permanent disability or (ii) by the Executive for Good Reason, then:



                  2.1.1. Cash Payment. The Company shall Pay to Executive: (i)

      an amount equal to one (1) times the greater of (a) the Executive's annual

      base salary in effect as of the Termination Date or (b) the Executive's

      annual base salary in effect immediately preceding the Change in Control;

      plus (ii) an amount equal to one (1) times the greater of (a) the amount

      of any cash bonus payable to the Executive for the year in which the

      Termination Date falls (provided that if the Executive's bonus for such

      year has not been determined as of the Termination Date, then the amount

      of the bonus shall be determined as if the Executive earned 100% of the

      targeted bonus for such year) or (b) the amount of any cash bonus paid to

      the Executive for the year immediately preceding the year in which the

      Change in Control occurs; plus (iii) the amount of any earned but unpaid

      salary as of the Termination Date; plus (iv) a pro rata amount of the

      Executive's targeted bonus for the year in which the Termination Date

      falls; plus (v) the amount of any accrued but unpaid vacation pay through

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