WHITING PETROLEUM
CORPORATION
2003 EQUITY INCENTIVE PLAN 
(as amended through
October 23, 2007) 



	1.  	Purpose 






        The
purpose of the Whiting Petroleum Corporation 2003 Equity Incentive Plan (the
“Plan”) is to promote the best interests of Whiting Petroleum Corporation
(together with any successor thereto, the “Company”) and its stockholders by
providing key employees and non-employee directors of the Company and its Affiliates (as
defined below) with an opportunity to acquire a proprietary interest in the Company,
receive monetary payments based on the value of the Company’s shares, or receive
other incentive compensation. It is intended that the Plan will promote continuity of
management and increased incentive and personal interest in the welfare of the Company by
those key employees who are primarily responsible for shaping and carrying out the
long-range plans of the Company and securing the Company’s continued growth and
financial success. In addition, by encouraging stock ownership by directors who are not
employees of the Company or its Affiliates, the Company seeks to attract and retain on its
Board of Directors persons of exceptional competence and to provide a further incentive to
serve as a director of the Company. 



	2.  	Definitions 






        As
used in the Plan, the following terms shall have the respective meanings set forth below: 



        (a)              “Affiliate” shall
mean any entity that, directly or through one or           more intermediaries, is
controlled by, controls, or is under common control           with, the Company.  




        (b)              “Award” shall
mean any Option, Stock Appreciation Right, Restricted           Stock, Restricted Stock
Unit, Performance Share, Performance Unit, Annual           Incentive Award or Long-Term
Incentive Award granted under the Plan.  




        (c)              “Award
Agreement” shall mean any written agreement, contract, or other           instrument
or document evidencing any Award granted under the Plan.  




        (d)              “Board” shall
mean the Board of Directors of the Company.  




        (e)              “Code” shall
mean the Internal Revenue Code of 1986, as amended from           time to time. Any
reference to a specific provision of the Code shall also be           deemed a reference
to any successor provision thereto.  




        (f)              “Commission” shall
mean the United States Securities and Exchange           Commission or any successor
agency.  




        (g)              “Committee” shall
mean a committee of the Board of Directors of the           Company or a subcommittee
thereof designated by such Board to administer the           Plan and comprised solely of
not less than two directors, each of whom will be a           “non-employee director” within
the meaning of Rule 16b-3 and, to the           extent deemed appropriate by the
Committee, each of whom will be an           “outside director” within the
meaning of Section 162(m)(4)(C) of the           Code; provided that the mere fact that
the Committee shall fail to qualify under           the foregoing requirements shall not
invalidate any Award made by the Committee           that is otherwise validly made under
the Plan, unless the Committee is aware at           the time of the Award’s grant
of the Committee’s failure to so           qualify.  














        (h)              “Dividend
Equivalent” shall mean a right, granted to a Participating           Key Employee or
a Non-Employee Director under the Plan, to receive cash equal to           the cash
dividends paid with respect to a specified number of Shares. Dividend
          Equivalents shall not be deemed to be Awards under the Plan.  




        (i)              “Exchange
Act” shall mean the Securities Exchange Act of 1934, as           amended from time
to time.  




        (j)              “Excluded
Items” shall mean any items which the Committee determines           shall be
excluded in fixing Performance Goals, including, without limitation,           any gains
or losses from discontinued operations, any extraordinary gains or           losses and
the effects of accounting changes.  




        (k)              “Fair
Market Value” shall mean, with respect to a Share on a           particular date:
(i) the last sales price on such date on the New York Stock           Exchange, as
reported in The Wall Street Journal, or if no sales of Shares occur           on the date
in question, on the last preceding date on which there was a sale on           such
market; (ii) if the Shares are not listed on the New York Stock Exchange,           but
are traded on another national securities exchange or in an over-the-counter
          market, the last sales price (or, if there is no last sales price reported, the
          average of the closing bid and asked prices) for the Shares on the particular
          date, or on the last preceding date on which there was a sale of Shares on that
          exchange or market; or (iii) if the Shares are neither listed on a national
          securities exchange nor traded in an over-the-counter market, the price
          determined by the Committee. With respect to any property other than Shares,
          Fair Market Value shall mean the fair market value of such property determined
          by such methods or procedures as shall be established from time to time by the
          Committee.  




        (l)              “Incentive
Award” shall mean the right to receive a cash payment to           the extent
Performance Goals are achieved, and shall include “Annual           Incentive Awards” as
described in Section 6(f) of the Plan and           “Long-Term Incentive Awards” as
described in Section 6(g) of the           Plan.  




        (m)              “Incentive
Stock Option” shall mean an option granted under           Section 6(a) of the
Plan that is intended to meet the requirements of           Section 422 of the Code.  




        (n)              “Key
Employee” shall mean any officer or other key employee of the           Company or
of any Affiliate who is responsible for or contributes to the           management,
growth or profitability of the business of the Company or any           Affiliate as
determined by the Committee.  




        (o)              “Non-Employee
Director” shall mean a director of the Company or any           Affiliate who is not
an employee of the Company or any Affiliate.  




        (p)              “Non-Qualified
Stock Option” shall mean an option granted under           Section 6(a) of the
Plan that is not intended to be an Incentive Stock           Option.  













        (q)              “Option” shall
mean an Incentive Stock Option or a Non-Qualified Stock           Option.  




        (r)              “Participating
Key Employee” shall mean a Key Employee designated to           be granted an Award
under the Plan.  




        (s)              “Performance
Goals” shall mean each of, or a combination of one or           more of, the
following (in all cases after excluding the impact of applicable           Excluded
Items):  




	 	        (i)              Return
on equity;  







	 	        (ii)              Return
on investment;  







	 	        (iii)              Return
on net assets;  







	 	        (iv)              Return
on revenues;  








	 	        (v)              Operating
income;  







	 	        (vi)              Performance
value added (as defined by the Committee at the time of selection);  







	 	        (vii)              Pre-tax
profits;  







	 	        (viii)              Net
income;  







	 	        (ix)              Net
earnings per Share;  







	 	        (x)              Working
capital as a percent of net revenues;  







	 	        (xi)              Net
cash provided by operating activities;  







	 	        (xii)              Market
price per Share;  







	 	        (xiii)              Total
stockholder return;  







	 	        (xiv)              Cash
flow or cash flow per share;  







	 	        (xv)              Reserve
value or reserve value per share;  







	 	        (xvi)              Net
asset value or net asset value per share;  







	 	        (xvii)              Production
volumes;  







	 	        (xviii)              Reserve
addition; and  







	 	        (xix)              Finding
and development costs.  
















measured in each case for the
Performance Period (aa) for the Company on a consolidated basis, (bb) for any
one or more Affiliates or divisions of the Company, where appropriate, and/or
(cc) for any other business unit or units of the Company or any Affiliate, where
appropriate, as defined by the Committee at the time of selection; provided that it shall
only be appropriate to measure net earnings per Share and market price per Share on a
consolidated basis. 



        (t)              “Performance
Period” shall mean, in relation to Performance Shares or           Performance
Units, any period for which a Performance Goal or Goals have been           established;
provided, however, that such period shall not be less than           one year.  




        (u)              “Performance
Share” shall mean any right granted under           Section 6(e) of the Plan
that will be paid out in cash, as a Share (which,           in specified circumstances,
may be a Share of Restricted Stock) or as a           Restricted Stock Unit, which right
is contingent on the achievement of one or           more Performance Goals during a
specified Performance Period.  




        (v)              “Performance
Unit” shall mean any right granted under           Section 6(e) of the Plan to
receive a designated dollar value amount in           cash, Shares (which, in specified
circumstances, may be a designated dollar           value amount of Shares of Restricted
Stock) or Restricted Stock Units, which           right is contingent on the achievement
of one or more Performance Goals during a           specified Performance Period.  




        (w)              “Person” shall
mean any individual, corporation, partnership,           association, joint-stock
company, trust, unincorporated organization, or           government or political
subdivision thereof.  




        (x)              “Released
Securities” shall mean Shares of Restricted Stock with           respect to which
all applicable restrictions have expired, lapsed, or been           waived.  




        (y)              “Restricted
Securities” shall mean Awards of Restricted Stock or other           Awards under
which issued and outstanding Shares are held subject to certain           restrictions.  




        (z)              “Restricted
Stock” shall mean any Share granted under           Section 6(c) of the Plan
or, in specified circumstances, a Share paid in           connection with another Award,
with such Share subject to risk of forfeiture and           restrictions on transfer or
other restrictions that will lapse upon the           achievement of one or more goals
relating to completion of service by the Key           Employee or Non-Employee Director
or the achievement of performance or other           objectives, as determined by the
Committee.  




        (aa)              “Restricted
Stock Unit” shall mean any right to receive Shares in the           future granted
under Section 6(d) of the Plan or paid in connection with           another Award,
with such right subject to risk of forfeiture and restrictions on           transfer or
other restrictions that will lapse upon the achievement of one or           more goals
relating to completion of service by the Key Employee or Non-Employee           Director
or the achievement of performance or other objectives, as determined by           the
Committee.  




        (bb)              “Rule
16b-3” shall mean Rule 16b-3 as promulgated by the Commission           under the
Exchange Act, or any successor rule or regulation thereto.  













        (cc)              “Shares” shall
mean shares of common stock of the Company, $.001 par           value, and such other
securities or property as may become subject to Awards           pursuant to an
adjustment made under Section 4(b) of the Plan.  




        (dd)              “Stock
Appreciation Right” shall mean any right granted under           Section 6(b)
of the Plan.  




	3. 	Administration






        The
Plan shall be administered by the Committee; provided, however, that if at any time
the Committee shall not be in existence, the functions of the Committee as specified in
the Plan shall be exercised by a committee consisting of those members of the Board of
Directors of the Company who qualify as “non-employee directors” under Rule
16b-3 and as “outside directors” under Section 162(m)(4)(C) of the Code. To the
extent permitted by applicable law, the Committee may delegate to one or more executive
officers of the Company any or all of the authority and responsibility of the Committee
with respect to the Plan, other than with respect to Persons who are subject to
Section 16 of the Exchange Act. To the extent the Committee has so delegated to one
or more executive officers the authority and responsibility of the Committee, all
references to the Committee herein shall include such officer or officers. 



        Subject
to the terms of the Plan and without limitation by reason of enumeration, the Committee
shall have full discretionary power and authority to: (i) designate Participating Key
Employees and select Non-Employee Directors to be participants under the Plan;
(ii) determine the type or types of Awards to be granted to each Participating Key
Employee and Non-Employee Director under the Plan; (iii) determine the number of
Shares to be covered by (or with respect to which payments, rights, or other matters are
to be calculated in connection with), or the amount of cash to be earned pursuant to,
Awards granted to Participating Key Employees or Non-Employee Directors;
(iv) determine the terms and conditions of any Award granted to a Participating Key
Employee or Non-Employee Director; (v) determine whether, to what extent, and under
what circumstances Awards granted to Participating Key Employees or Non-Employee Directors
may be settled or exercised in cash, Shares, other securities, other Awards, or other
property, and the method or methods by which Awards may be settled, exercised, cancelled,
forfeited, or suspended; (vi) determine whether, to what extent, and under what
circumstances cash, Shares, other Awards, and other amounts payable with respect to an
Award granted to Participating Key Employees of Non-Employee Directors under the Plan
shall be deferred either automatically or at the election of the holder thereof or of the
Committee; (vii) interpret and administer the Plan and any instrument or agreement
relating to, or Award made under, the Plan (including, without limitation, any Award
Agreement); (viii) establish, amend, suspend, or waive such rules and regulations and
appoint such agents as it shall deem appropriate for the proper administration of the
Plan; and (ix) make any other determination and take any other action that the
Committee deems necessary or desirable for the administration of the Plan. Unless
otherwise expressly provided in the Plan, all designations, determinations,
interpretations, and other decisions under or with respect to the Plan or any Award shall
be within the sole discretion of the Committee, may be made at any time, and shall be
final, conclusive, and binding upon all Persons, including the Company, any Affiliate, any
Participating Key Employee, any Non-Employee Director, any holder or beneficiary of any
Award, any stockholder, and any employee of the Company or of any Affiliate. 












     	4.	
          Shares Available for Award 


          



        (a)    Shares
Available. Subject to adjustment as provided in Section 4(b):  




	 	        (i)    Number
of Shares Available. The number of Shares with respect to which           Awards may
be granted under the Plan shall be 2,000,000 Shares, all of which may           be issued
pursuant to the exercise of Incentive Stock Options. If, after the           effective
date of the Plan, any Shares covered by an Award granted under the           Plan, or to
which any Award relates, are forfeited or if an Award otherwise           terminates,
expires or is cancelled prior to the delivery of all of the Shares           or of other
consideration issuable or payable pursuant to such Award, then the           number of
Shares counted against the number of Shares available under the Plan           in
connection with the grant of such Award, to the extent of any such           forfeiture,
termination, expiration or cancellation, shall again be available           for granting
of additional Awards under the Plan.  







	 	        (ii)    Limitations
on Awards to Individual Participants. No Participating Key           Employee shall
be granted, during any calendar year, Options for more than           300,000 Shares,
Stock Appreciation Rights with respect to more than 300,000           Shares, more than
150,000 Shares of Restricted Stock, more than 150,000           Restricted Stock Units,
more than 150,000 Performance Shares, more than 150,000           Performance Units the
value of which is based on the Fair Market Value of a           Share, Performance Units
the value of which is not based on the Fair Market           Value of a Share that would
pay more than $1,000,000, an Annual Incentive Award           that would pay more than
$1,000,000, or a Long-Term Incentive Award that would           pay more than $2,000,000
under the Plan. In all cases, determinations under this           Section 4(a)(ii)
shall be made in a manner that is consistent with the           exemption for
performance-based compensation provided by Section 162(m) of           the Code and
any regulations promulgated thereunder.  







	 	        (iii)    Accounting
for Awards. The number of Shares covered by an Award under the           Plan, or to
which such Award relates, shall be counted on the date of grant of           such Award
against the number of Shares available for granting Awards under the           Plan.  







	 	        (iv)    Sources
of Shares Deliverable Under Awards. Any Shares delivered pursuant           to an
Award may consist, in whole or in part, of authorized and unissued Shares           or of
treasury Shares.  







        (b)    Adjustments.
If: (i) the Company shall at any time be involved in a           merger or other
transaction in which the Shares are changed or exchanged; (ii)           the Company
shall subdivide or combine the Shares or the Company shall declare a           dividend
payable in Shares, other securities or other property; (iii) the           Company shall
effect a cash dividend the amount of which, on a per Share basis,           exceeds ten
percent (10%) of the Fair Market Value of a Share at the time the           dividend is
declared, or the Company shall effect any other dividend or other           distribution
on the Shares in the form of cash, or a repurchase of Shares, that           the Board
determines by resolution is special or extraordinary in nature or that           is in
connection with a transaction that the Company characterizes publicly as a
          recapitalization or reorganization involving the Shares; or (iv) any other
event           shall occur, which, in the case of this clause (iv), in the judgment of
the           Committee necessitates an adjustment to prevent dilution or enlargement of
the           benefits or potential benefits intended to be made available under this
Plan,           then the Committee shall, in such manner as it may deem equitable to
prevent           dilution or enlargement of the benefits or potential benefits intended
to be           made available under this Plan, adjust as applicable: (A) the number
and           type of Shares subject to this Plan (including the number and type of
Shares           described in Section 4(a)(i) and (ii), and which may after the event be
made the           subject of Awards; (B) the number and type of Shares subject to
outstanding           Awards; (C) the grant, purchase, or exercise price with
respect to any           Award; and (D) to the extent such discretion does not cause an
Award that is           intended to qualify as performance-based compensation under Code
Section 162(m)           to lose its status as such, the Performance Goals of an Award;
or, if deemed           appropriate, make provision for a cash payment to the holder of
an outstanding           Award in exchange for cancellation of such Award or in lieu of
any or all of the           foregoing adjustments; provided, however, in each
case, that with respect           to Awards of Incentive Stock Options no such adjustment
shall be authorized to           the extent that such authority would cause the Plan to
violate           Section 422(b) of the Code; and provided further that the
number of           Shares subject to any Award payable or denominated in Shares shall
always be a           whole number.  













        Notwithstanding
the foregoing, in the case of a stock dividend (other than a stock dividend declared in
lieu of an ordinary cash dividend) or subdivision or combination of the Shares (including
a reverse stock split), if no action is taken by the Committee, adjustments contemplated
by this subsection that are proportionate shall nevertheless automatically be made as of
the date of such stock dividend or subdivision or combination of the Shares. 



	5.  	Eligibility 






        The
Committee may designate any Key Employee as a Participating Key Employee. All Non-Employee
Directors shall be eligible to receive, at the discretion of the Committee, Awards of
Non-Qualified Stock Options pursuant to Section 6(a), Restricted Stock pursuant to
Section 6(c) and Restricted Stock Units pursuant to Section 6(d). 



	6. 	Awards






        (a)    Option
Awards. The Committee may grant Options to Key Employees and           Non-Employee
Directors with the terms and conditions as set forth below and with           such
additional terms and conditions, in either case not inconsistent with the
          provisions of the Plan, as the Committee shall determine.  




	 	        (i)    Type
of Option. The Committee shall determine whether an Option granted           to a
Participating Key Employee is to be an Incentive Stock Option or           Non-Qualified
Stock Option; provided, however, that Incentive Stock           Options may be
granted only to Key Employees of the Company, a parent           corporation (within the
meaning of Code Section 424(e)) or a subsidiary           corporation (within the meaning
of Code Section 424(f)). All Options granted to           Non-Employee Directors shall be
Non-Qualified Stock Options.  
















	 	        (ii)    Exercise
Price. The exercise price per Share of an Option granted           pursuant to this
Section 6(a) shall be determined by the Committee; provided, however, that
such exercise price shall not be less than 100%           of the Fair Market Value of a
Share on the date of grant of such Option.  







	 	        (iii)    Option
Term. The term of each Option shall be fixed by the Committee; provided, however,
that in no event shall the term of any Option exceed a           period of ten years from
the date of its grant.  







	 	        (iv)    Exercisability
and Method of Exercise. An Option shall become exercisable           in such manner
and within such period or periods and in such installments or           otherwise as
shall be determined by the Committee; provided, however,           that no Option
may vest and become exercisable within a period that is less than           one year from
the date of grant of such Option (subject to acceleration of           vesting, to the
extent permitted by the Committee, in the event of the           Participating Key
Employee’s or Non-Employee Director’s death,           disability, retirement
or involuntary termination or in the event of a change in           control of the
Company (as defined by the Committee)). The Committee also shall           determine the
method or methods by which, and the form or forms, including,           without
limitation, cash, Shares, other securities, other Awards, or other           property, or
any combination thereof, having a Fair Market Value on the exercise           date equal
to the relevant exercise price, in which payment of the exercise           price with
respect to any Option may be made or deemed to have been made.  







	 	        (v)    Incentive
Stock Options. The terms of any Incentive Stock Option granted           to a Key
Employee under the Plan shall comply in all respects with the           provisions of
Section 422 of the Code and any regulations promulgated           thereunder.
Notwithstanding any provision in the Plan to the contrary, no           Incentive Stock
Option may be granted hereunder after the tenth anniversary of           the adoption of
the Plan by the Board of Directors.  







        (b)   Stock
Appreciation Rights. The Committee may grant Stock Appreciation           Rights to
Key Employees. Non-Employee Directors are not eligible to be granted           Stock
Appreciation Rights under the Plan. Subject to the terms of the Plan and           any
applicable Award Agreement, a Stock Appreciation Right granted under the           Plan
shall confer on the holder thereof a right to receive, upon exercise           thereof,
the excess of (i) the Fair Market Value of one Share on the date of           exercise
over (ii) the grant price of the Stock Appreciation Right as specified           by the
Committee, which shall not be less than 100% of the Fair Market Value of           one
Share on the date of grant of the Stock Appreciation Right. Subject to the
          terms of the Plan, the grant price, term, methods of exercise, methods of
          settlement (including whether the Participating Key Employee will be paid in
          cash, Shares, other securities, other Awards, or other property, or any
          combination thereof), and any other terms and conditions of any Stock
          Appreciation Right shall be determined by the Committee. The Committee may
          impose such conditions or restrictions on the exercise of any Stock
Appreciation           Right as it may deem appropriate.  













        (c)    Restricted
Stock Awards.  




	 	        (i)    Issuance.
The Committee may grant Awards of Restricted Stock to Key           Employees and
Non-Employee Directors.  







	 	        (ii)    Restrictions.
Shares of Restricted Stock granted to Participating Key           Employees and
Non-Employee Directors shall be subject to such restrictions as           the Committee
may impose (including, without limitation, any limitation on the           right to vote
a Share of Restricted Stock or the right to receive any dividend           or other right
or property), which restrictions may lapse separately or in           combination at such
time or times, in such installments or otherwise, as the           Committee may deem
appropriate.  







	 	        (iii)    Registration.
Any Restricted Stock granted under the Plan to a           Participating Key Employee or
Non-Employee Director may be evidenced in such           manner as the Committee may deem
appropriate, including, without limitation,           book-entry registration or issuance
of a stock certificate or certificates. In           the event any stock certificate is
issued in respect of Shares of Restricted           Stock granted under the Plan to a
Participating Key Employee or Non-Employee           Director, such certificate shall be
registered in the name of the Participating           Key Employee or Non-Employee
Director and shall bear an appropriate legend (as           determined by the Committee)
referring to the terms, conditions, and           restrictions applicable to such
Restricted Stock.  







	 	        (iv)    Payment
of Restricted Stock. At the end of the applicable restriction           period
relating to Restricted Stock granted to a Participating Key Employee or
          Non-Employee Director, one or more stock certificates for the appropriate
number           of Shares, free of restrictions imposed under the Plan, shall be
delivered to           the Participating Key Employee or Non-Employee Director, or, if
the           Participating Key Employee or Non-Employee Director received stock
certificates           representing the Restricted Stock at the time of grant, the
legends placed on           such certificates shall be removed.  







	 	        (v)    Forfeiture.
Except as otherwise determined by the Committee, upon           termination of employment
of a Participating Key Employee or service as a           director of a Non-Employee
Director (as determined under criteria established by           the Committee) for any
reason during the applicable restriction period, all           Shares of Restricted Stock
still subject to restriction shall be forfeited by           the Participating Key
Employee or Non-Employee Director; provided,           however, that the Committee
may, when it finds that a waiver would be in the           best interests of the Company,
waive in whole or in part any or all remaining           restrictions with respect to
Shares of Restricted Stock held by a Participating           Key Employee or Non-Employee
Director.  
















        (d)    Restricted
Stock Units.  




	 	        (i)    Issuance.
The Committee may grant Awards of Restricted Stock Units to Key           Employees or
Non-Employee Directors.  







	 	        (ii)    Restrictions.
Restricted Stock Units granted to Participating Key           Employees or Non-Employee
Directors shall be subject to such restrictions as the           Committee may impose,
which restrictions may lapse separately or in combination           at such time or
times, in such installments or otherwise, as the Committee may           deem
appropriate.  







	 	        (iii)    Payment
of Shares. At the end of the applicable restriction period           relating to
Restricted Stock Units granted to a Participating Key Employee or           Non-Employee
Director, one or more stock certificates for the number of Shares           equal to the
corresponding number of Restricted Stock Units, free of           restrictions imposed
under the Plan, shall be delivered to the Participating Key           Employee or
Non-Employee Director.  







	 	        (iv)    Forfeiture.
Except as otherwise determined by the Committee, upon           termination of employment
of a Participating Key Employee or service as a           director of a Non-Employee
Director (as determined under criteria established by           the Committee) for any
reason during the applicable restriction period, all           unvested Restricted Stock
Units shall be forfeited by the Participating Key           Employee or Non-Employee
Director; provided, however, that the Committee           may, when it finds that
a waiver would be in the best interests of the Company,           waive in whole or in
part any or all remaining restrictions with respect to           Restricted Stock Units
held by a Participating Key Employee or Non-Employee           Director.  







        (e)    Performance
Shares and Performance Units.  




	 	        (i)    Issuance.
The Committee may grant Awards of Performance Shares and/or           Performance Units
to Key Employees. Non-Employee Directors are not eligible to           be granted
Performance Shares or Performance Units under the Plan.  







	 	        (ii)    Performance
Goals and Other Terms. The Committee shall determine the           Performance
Period, the Performance Goal or Goals (and the performance level or           levels
related thereto) to be achieved during any Performance Period, the           proportion
of payments, if any, to be made for performance between the minimum           and full
performance levels for any Performance Goal and, if applicable, the           relative
percentage weighting given to each of the selected Performance Goals.           The
Committee shall also determine the restrictions applicable to Shares of
          Restricted Stock or Restricted Stock Units received upon payment of Performance
          Shares or Performance Units if Performance Shares or Performance Units are paid
          in such manner, and any other terms, conditions and rights relating to a grant
          of Performance Shares or Performance Units. The Committee shall have sole
          discretion to choose among the selected Performance Goals set forth in
          Section 2(q). Subject to stockholder approval to the extent required to
          qualify the Award for the performance-based exemption provided by
          Section 162(m) of the Code, the Committee shall have sole discretion to
          choose Performance Goals in addition to those set forth in Section 2(q).
          Notwithstanding the foregoing, in the event the Committee determines it is
          advisable to grant Performance Shares or Performance Units which do not qualify
          for the performance-based exemption under Section 162(m) of the Code, the
          Committee may make such grants without satisfying the requirements thereof.  
















	 	        (iii)    No
Voting Rights. Participating Key Employees shall have no voting rights           with
respect to Performance Shares or Shares underlying Performance Units held           by
them during the applicable Performance Period.  







	 	        (iv)    Payment.
As soon as is reasonably practicable following the end of the           applicable
Performance Period, and subject to the Committee certifying in           writing as to
the satisfaction of the requisite Performance Goal or Goals if           such
certification is required in order to qualify the Award for the
          performance-based exemption provided by Section 162(m) of the Code,
payment           of earned Performance Shares and/or Performance Units shall be made.
The           Committee, in its sole discretion, may pay earned Performance Shares and
          Performance Units in the form of cash, Shares (which may be Shares of
Restricted           Stock), Restricted Stock Units or a combination of cash, Shares
(which may be           Shares of Restricted Stock) and/or Restricted Stock Units, which
have an           aggregate Fair Market Value equal to the value of the earned
Performance Shares           and Shares underlying earned Performance Units at the close
of the applicable           Performance Period. Any Shares of Restricted Stock payable in
connection with           Performance Shares or Performance Units shall, pending the
expiration, lapse, or           waiver of the applicable restrictions, be evidenced in
the manner as set forth           in Section 6(c)(iii) hereof.  







        (f)    Annual
Incentive Awards.Subject to the terms of this Plan, the           Committee
may grant Annual Incentive Awards to Key Employees. Non-Employee           Directors are
not eligible to be granted Annual Incentive Awards. The Committee           shall
determine all terms and conditions of an Annual Incentive Award, including           but
not limited to the Performance Goals, performance period, the potential           amount
payable, and the timing of payment, subject to the following: (i) the           Committee
must require that payment of all or any portion of the amount subject           to the
Annual Incentive Award is contingent on the achievement of one or more
          Performance Goals during the period the Committee specifies, although the
          Committee may specify that all or a portion of the Performance Goals subject to
          an Award are deemed achieved upon a Participant’s death, disability or
          retirement, or such other circumstances as the Committee may specify; and (ii)
          the performance period must relate to a period of one fiscal year of the
Company           except that, if the Award is made at the time of commencement of
employment with           the Company or an Affiliate or on the occasion of a promotion,
then the Award           may relate to a period shorter than one fiscal year.  













        (g)    Long-Term
Incentive Awards. Subject to the terms of this Plan, the           Committee may
grant Long-Term Incentive Awards to Key Employees. Non-Employee           Directors are
not eligible to be granted Long-Term Incentive Awards. The           Committee shall
determine all terms and conditions of a Long-Term Incentive           Award, including
but not limited to the Performance Goals, performance period,           the potential
amount payable, and the timing of payment, subject to the           following: (i) the
Committee must require that payment of all or any portion of           the amount subject
to the Long-Term Incentive Award is contingent on the           achievement of one or
more Performance Goals during the period the Committee           specifies, although the
Committee may specify that all or a portion of the           Performance Goals subject to
an Award are deemed achieved upon a           Participant’s death, disability or
retirement, or such other circumstances           as the Committee may specify; and (ii)
the performance period must relate to a           period of more than one fiscal year of
the Company.  




        (h)    General.  




	 	        (i)    No
Consideration for Awards. Awards shall be granted to Participating Key
          Employees and Non-Employee Directors for no cash consideration unless otherwise
          determined by the Committee.  







	 	        (ii)    Award
Agreements. Each Award granted under the Plan shall be evidenced by           an
Award Agreement in such form (consistent with the terms of the Plan) as shall
          have been approved by the Committee.  







	 	        (iii)    Awards
May Be Granted Separately or Together. Awards to Participating Key
          Employees under the Plan may be granted either alone or in addition to, in
          tandem with, or in substitution for any other Award or any award granted under
          any other plan of the Company or any Affiliate. Awards granted in addition to
or           in tandem with other Awards, or in addition to or in tandem with awards
granted           under any other plan of the Company or any Affiliate, may be granted
either at           the same time as or at a different time from the grant of such other
Awards or           awards.  







	 	        (iv)    Forms
of Payment Under Awards. Subject to the terms of the Plan and of           any
applicable Award Agreement, payments or transfers to be made by the Company           or
an Affiliate upon the grant, exercise, or payment of an Award to a
          Participating Key Employee or Non-Employee Director may be made in such form or
          forms as the Committee shall determine, and may be made in a single payment or
          transfer, in installments, or on a deferred basis, in each case in accordance
          with rules and procedures established by the Committee. Such rules and
          procedures may include, without limitation, provisions for the payment or
          crediting of interest on installment or deferred payments.  







	 	        (v)    Limits
on Transfer of Awards. Except as otherwise provided by the           Committee, no
Award (other than Released Securities), and no right under any           such Award,
shall be assignable, alienable, saleable, or transferable by a           Participating
Key Employee or Non-Employee Director otherwise than by will or by           the laws of
descent and distribution (or, in the case of an Award of Restricted           Securities,
to the Company); provided, however, that a Participating Key           Employee or
Non-Employee Director at the discretion of the Committee may be           entitled, in
the manner established by the Committee, to designate a beneficiary           or
beneficiaries to exercise his or her rights, and to receive any property
          distributable, with respect to any Award upon the death of the Participating
Key           Employee or Non-Employee Director, as the case may be. Each Award, and each
          right under any Award, shall be exercisable, during the lifetime of the
          Participating Key Employee or Non-Employee Director, only by such individual
or,           if permissible under applicable law, by such individual’s guardian or
legal           representative. Except as otherwise provided by the Committee, no Award
(other           than Released Securities), and no right under any such Award, may be
pledged,           alienated, attached, or otherwise encumbered, and any purported
pledge,           alienation, attachment, or encumbrance thereof shall be void and
unenforceable           against the Company or any Affiliate.  
















	 	        (vi)    Term
of Awards. Except as otherwise provided in the Plan, the term of           each Award
shall be for such period as may be determined by the Committee.  







	 	        (vii)    Share
Certificates; Representation. In addition to the restrictions           imposed
pursuant to Section 6(c) and Section 6(e) hereof, all           certificates
for Shares delivered under the Plan pursuant to any Award or the           exercise
thereof shall be subject to such stop transfer orders and other           restrictions as
the Committee may deem advisable under the Plan or the rules,           regulations, and
other requirements of the Commission, any stock exchange or           other market upon
which such Shares are then listed or traded, and any           applicable federal or
state securities laws, and the Committee may cause a           legend or legends to be
put on any such certificates to make appropriate           reference to such
restrictions. The Committee may require each Participating Key           Employee,
Non-Employee Director or other Person who acquires Shares under the           Plan by
means of an Award originally made to a Participating Key Employee or
          Non-Employee Director to represent to the Company in writing that such
          Participating Key Employee, Non-Employee Director or other Person is acquiring
          the Shares without a view to the distribution thereof.  







        (i)    Dividend
Equivalents. In addition to Awards granted under the Plan, the           Committee
may grant Dividend Equivalents to Participating Key Employees and           Non-Employee
Directors, entitling the Participating Key Employees and           Non-Employee Directors
to receive cash equal to cash dividends paid with respect           to a specified number
of Shares. Dividend Equivalents may only be granted in           connection with an Award
granted to the Participating Key Employee or           Non-Employee Director under the
Plan. The Committee may provide that Dividend           Equivalents shall be paid or
distributed when accrued or shall be deemed to have           been reinvested in such
investment vehicles as determined by the Committee,           subject to such
restrictions and risks of forfeiture as the Committee may           impose.  




        (j)    No
Repricing of Options of Stock Appreciation Rights. Except adjustments           made
pursuant to Section 4(b), or adjustments made with prior approval of           the
Company’s stockholders (provided such adjustment as approved by
          stockholders does not result in the exercise price of an Option or the grant
          price of a Stock Appreciation Right of less than 100% of the Fair Market Value
          of a Share on the date of adjustment), the Committee shall not have the
          authority to effect (i) the repricing of any outstanding Options or Stock
          Appreciation Rights under the Plan or (ii) the modification of an Option or
          Stock Appreciation Right or entering into a transaction or series of
          transactions which modification or transaction(s) would be deemed to constitute
          a repricing of an Option or Stock Appreciation Right pursuant to Financial
          Accounting Standards Board Interpretation No. 44, Accounting for Certain
          Transactions Involving Stock Compensation, March 2000, as amended or
          supplemented from time to time or that would be deemed the grant of a
discounted           Option or Stock Appreciation Right within the meaning of Code Section 409A.
          The provisions of this Section 6(j) cannot be amended unless the amendment
          is approved by the Company’s stockholders.  













	7. 	Amendment
and Termination of the Plan; Correction of Defects and Omissions






        (a)    Amendments
to and Termination of the Plan. Except as otherwise provided           herein, the
Board of Directors of the Company may at any time amend, alter,           suspend,
discontinue, or terminate the Plan; provided, however, that           stockholder
approval of any amendment of the Plan shall also be obtained (i) if           such
amendment (A) increases the number of Shares with respect to which Awards           may
be granted under the Plan (other than increases related to adjustments made           as
provided in Section 4(b) hereof), (B) expands the class of persons
          eligible to participate under the Plan or (C) otherwise increases in any
          material respect the benefits payable under the Plan; or (ii) if otherwise
          required by (A) the Code or any rules promulgated thereunder (in order to allow
          for Incentive Stock Options to be granted under the Plan), or (B) the listing
          requirements of the New York Stock Exchange or any principal securities
exchange           or market on which the Shares are then traded (in order to maintain
the listing           of the Shares thereon). Termination of the Plan shall not affect
the rights of           Participating Key Employees or Non-Employee Directors with
respect to Awards           previously granted to them, and all unexpired Awards shall
continue in force and           effect after termination of the Plan except as they may
lapse or be terminated           by their own terms and conditions. Notwithstanding the
foregoing, the authority           of the Board and the Committee under this Section 7
and to otherwise administer           the Plan will extend beyond the date of this Plan’s
termination.  




        (b)    Amendment,
Modification or Cancellation of Awards. Subject to the           requirements of this
Plan, the Committee may modify, amend or cancel any Award,           or waive any
restrictions or conditions applicable to any Award or the exercise           of the
Award, provided that any modification or amendment that materially
          diminishes the rights of the Participant, or any cancellation of an Award,
shall           be effective only if agreed to by the Participant or any other person(s)
as may           then have an interest in the Award, but the Committee need not obtain
          Participant (or other interested party) consent for the adjustment or
          cancellation of an Award pursuant to the provisions of Section 4(b) or the
          modification of an Award to the extent deemed necessary to comply with any
          applicable law, the listing requirements of any principal securities exchange
or           market on which the Shares are then traded, or to preserve favorable
accounting           or tax treatment of any Award for the Company. Notwithstanding the
foregoing,           unless determined otherwise by the Committee, any such amendment
shall be made           in a manner that will enable an Award intended to be exempt from
Code Section           409A to continue to be so exempt, or to enable an Award intended
to comply with           Code Section 409A to continue to so comply.  













        (c)    Correction
of Defects, Omissions and Inconsistencies. The Committee may           correct any
defect, supply any omission, or reconcile any inconsistency in the           Plan, any
Award or any Award Agreement in the manner and to the extent it shall           deem
desirable to carry the Plan into effect.  




        (d)    Code
Section 409A. The provisions of Code Section 409A are incorporated           herein
by reference to the extent necessary for any Award that is subject to           Code
Section 409A to comply therewith.  




	8. 	General
Provisions






        (a)    No
Rights to Awards. No Key Employee, Participating Key Employee,           Non-Employee
Director or other Person shall have any claim to be granted any           Award under the
Plan, and there is no obligation for uniformity of treatment of           Key Employees,
Participating Key Employees, Non-Employee Directors or holders or           beneficiaries
of Awards under the Plan. The terms and conditions of Awards need           not be the
same with respect to each Participating Key Employee or Non-Employee           Director.  




        (b)    Withholding.
No later than the date as of which tax withholding is first           required with
respect to any Award under the Plan, the Participating Key           Employee shall pay
to the Company, or make arrangements satisfactory to the           Company regarding the
payment of, any federal, state, local or foreign taxes of           any kind required by
law to be withheld with respect to such amount. Unless           otherwise determined by
the Committee, withholding obligations arising with           respect to Awards to
Participating Key Employees under the Plan may be settled           with Shares (other
than Restricted Securities), including Shares that are part           of, or are received
upon exercise of, the Award that gives rise to the           withholding requirement. The
obligations of the Company under the Plan shall be           conditional on such payment
or arrangements, and the Company and any Affiliate           shall, to the extent
permitted by law, have the right to deduct any such taxes           from any payment
otherwise due to the Participating Key Employee. The Committee           may establish
such procedures as it deems appropriate for the settling of           withholding
obligations with Shares, including, without limitation, the           establishment of
such procedures as may be necessary to satisfy the requirements           of Rule 16b-3.  




        (c)    No
Limit on Other Compensation Arrangements. Nothing contained in the           Plan
shall prevent the Company or any Affiliate from adopting or continuing in
          effect other or additional compensation arrangements, and such arrangements may
          be either generally applicable or applicable only in specific cases.  




        (d)    Rights
and Status of Recipients of Awards. The grant of an Award shall           not be
construed as giving a Participating Key Employee the right to be retained           in
the employ of the Company or any Affiliate. Further, the Company or any
          Affiliate may at any time dismiss a Participating Key Employee from employment,
          free from any liability, or any claim under the Plan, unless otherwise
expressly           provided in the Plan or in any Award Agreement. The grant of an Award
to a           Non-Employee Director pursuant to Section 6(a) of the Plan shall confer no
right           on such Non-Employee Director to continue as a director of the Company or
any           Affiliate. Except for rights accorded under the Plan and under any
applicable           Award Agreement, Participating Key Employees and Non-Employee
Directors shall           have no rights as holders of Shares as a result of the granting
of Awards           hereunder.  













        (e)    No
Compensation for Benefit Plans. No Award payable under this Plan shall           be
deemed salary or compensation for the purpose of computing benefits under any
          benefit plan or other arrangement of the Company or any Affiliate for the
          benefit of its employees or directors unless the Company or appropriate
          Affiliate shall determine otherwise.  




        (f)    Approval
of Material Terms of Performance Goals. Notwithstanding anything           herein to
the contrary, if so determined by the Board of Directors, the Plan           provisions
specifying the material terms of the Plan’s performance goals           (within the
meaning of Code Section 162(m)) shall be submitted to the           stockholders of the
Company for re-approval no later than the first stockholder           meeting that occurs
in the fifth year following the year in which stockholders           previously approved
such Plan provisions.  




        (g)    Unfunded
Status of the Plan. Unless otherwise determined by the           Committee, the Plan
shall be unfunded and shall not create (or be construed to           create) a trust or a
separate fund or funds. The Plan shall not establish any           fiduciary relationship
between the Company and any Participating Key Employee,           Non-Employee Director
or other Person. To the extent any Person holds any right           by virtue of a grant
under the Plan, such right (unless otherwise determined by           the Committee) shall
be no greater than the right of a general unsecured           creditor of the Company.  




        (h)    Governing
Law; Limitations on Actions. The validity, construction, and           effect of the
Plan and any rules and regulations relating to the Plan shall be           determined in
accordance with the internal laws of the State of Delaware,           without reference
to conflict of law principles thereof, and applicable federal           law. Any action
or other legal proceeding with respect to the Plan or any Award           may be brought
only within the period ending on the earlier of (i) one year           after the date the
claimant in such action or proceeding knows or with the           exercise of reasonable
care should have known of the facts giving rise to the           claim, or (ii) the
expiration of the applicable statute of limitations period           under applicable
law. Exclusive jurisdiction over any such actions or legal           proceedings shall
reside in the courts of the State of Colorado and the United           States District
Court located in Denver, Colorado.  




        (i)    Severability.
If any provision of the Plan or any Award Agreement or any           Award is or becomes
or is deemed to be invalid, illegal, or unenforceable in any           jurisdiction, or
as to any Person or Award, or would disqualify the Plan, any           Award Agreement or
any Award under any law deemed applicable by the Committee,           such provision
shall be construed or deemed amended to conform to applicable           laws, or if it
cannot be so construed or deemed amended without, in the           determination of the
Committee, materially altering the intent of the Plan, any           Award Agreement or
the Award, such provision shall be stricken as to such           jurisdiction, Person, or
Award, and the remainder of the Plan, any such Award           Agreement and any such
Award shall remain in full force and effect.  




        (j)    No
Fractional Shares. No fractional Shares or other securities shall be           issued
or delivered pursuant to the Plan, any Award Agreement or any Award, and           the
Committee shall determine (except as otherwise provided in the Plan) whether
          cash, other securities, or other property shall be paid or transferred in lieu
          of any fractional Shares or other securities, or whether such fractional Shares
          or other securities or any rights thereto shall be canceled, terminated, or
          otherwise eliminated.  













        (k)    Headings.
Headings are given to the Sections and subsections of the Plan           solely as a
convenience to facilitate reference. Such headings shall not be           deemed in any
way material or relevant to the construction or interpretation of           the Plan or
any provision thereof.  




	9. 	Effective
Date of the Plan






        The
Plan shall be effective on the day immediately following its approval by the sole
stockholder of the Company provided that such approval is obtained within twelve months
following the date of adoption of the Plan by the Board of Directors of the Company.