Exhibit 10.1


Retention
Agreement


THIS RETENTION AGREEMENT (the “Agreement”) is made and
entered into as of the __ day of March, 2007, by and among Randy Moeder
(“Executive”) and Hiland Partners GP, LLC and Hiland Partners GP Holdings, LLC
(collectively, the “Companies”) and the other parties listed on the signature
page hereto.


WHEREAS,
Executive is the Chief Executive Officer and President of each of the
Companies; and


WHEREAS, the
Companies have requested, and the other parties hereto desire, that Executive
remain with the Companies for a limited period to assist in the search for his
successor and in the transition of his duties to his successor and Executive
has agreed to continue with the Companies and to provide such assistance;


In consideration of the
mutual terms and provisions set forth herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto have entered into this Agreement and agree that if Executive
continues his employment with the Companies until the earliest to occur of (i)
September 1, 2007, (ii) the date Executive’s employment with the Companies is
terminated for any reason, and (iii) such date as the Companies and Executive
may mutually agree (the “Termination Date”), Executive shall become vested on
the Termination Date in a prorata portion of the following awards, as provided
below:


1.                                       With
respect to the options for 10,666 common units of Hiland Partners, LP granted
to Executive pursuant to that certain option agreement dated February 10, 2005
(“Option Agreement”) that remain unvested as of the date of this Agreement (the
“Options”), the Option Agreement is hereby amended to provide that,
notwithstanding anything in the Option Agreement to the contrary:


·                  Executive
shall become vested on the Termination Date in a percentage of such Options
(rounded up to the next whole unit) that is equal to the number of days in the
Option Retention Period divided by 365 (the “Vested Options”).  The Option Retention Period shall be the
number of days in the period beginning on February 10, 2007 and ending on the
Termination Date;


·                  The
Options may be exercised, at any time during the three month period following
the Termination Date; and


·                  Except
as otherwise provided in the Option Agreement or the Hiland Partners Long Term
Incentive Plan, Hiland Partners GP, LLC will deliver a certificate representing
the common units acquired by Executive upon exercise of the Vested Options
within seven (7) days of the date of exercise.


2.                                       With
respect to the 72,249 Class B common units in Hiland Holdings GP, LP, received
by Executive as a “profits interest” on February 15, 2005 and which remain
unvested as of the date of this Agreement (the “Units”), for purposes of the
definition of “Termination Event” in the Amended and Restated Agreement of
Limited Partnership of Hiland Holdings GP, LP (the “Partnership Agreement”),
Hiland Partners GP Holdings, LLC hereby agrees to treat the termination of
Randy Moeder’s employment as a termination of employment by Hiland Partners GP
Holdings, LLC without cause and, therefore, such termination of employment
shall be deemed to be a Termination Event for purposes of 











Section 5.6 of the
Partnership Agreement.  Notwithstanding
the foregoing, Randy Moeder hereby agrees that (i) only a percentage of the
Units (rounded up to the next whole Unit) that is equal to the number of days
in the Profits Interest Retention Period divided by 365 (the “Vested Units”)
shall vest on the Termination Date and (ii) the Units that are not Vested Units
shall be forfeited to Hiland Holdings GP, LP and distributed pro rata to the
Contributing Parties (as defined in the Partnership Agreement) in accordance
with Section 5.6(e) of the Partnership Agreement.  The “Profits Interest Retention Period” shall
be the number of days in the period beginning on February 15, 2007 and ending
on the Termination Date. Except as otherwise provided in the Partnership
Agreement, Hiland Partners GP Holdings, LLC will issue a certificate
representing the Common Units (as defined in the Partnership Agreement) to be
acquired by Executive upon conversion of his Class B common units within seven
(7) days of written notice (as required by Section 5.6 of the Partnership
Agreement) of his desire to so convert.


For purposes of this
Agreement, the term “Executive” will include the Executive’s estate, guardian
or legal representative in the case of his death or disability.


Each of the parties
hereto acknowledge and agree that the terms of this Agreement do not conflict
with or violate that certain Contribution Agreement dated as of May 24, 2006,
or any amendment thereof, or Section 5.6 of the Partnership Agreement.  Each of the parties hereto hereby represents
and warrants that this Agreement is a binding obligation of such party,
enforceable in accordance with its terms.


The Executive hereby
covenants and agrees that he shall hold in a fiduciary capacity and for the
benefit of the Companies and their subsidiaries all secret or confidential
information, knowledge or data relating to the Companies or their subsidiaries,
and their respective businesses, which shall have been obtained by the
Executive during the period from the date of this Agreement until the
Termination Date and which shall not be or become public knowledge (other than
by acts by the Executive or representatives of the Executive in violation of
this Agreement).  After termination of
the Executive’s employment with the Companies, the Executive shall not,
directly or indirectly, without the prior written consent of the Companies or
as may otherwise be required by law or legal process, use for his own benefit
such information, knowledge or data, or communicate or divulge any such
information, knowledge or data to anyone other than the Companies; provided,
that if the Executive receives actual notice that the Executive is or may be
required by law or legal process to communicate or divulge any such
information, knowledge or data, the Executive shall promptly so notify the
Companies.


This Agreement is personal to Executive and, without
the prior written consent of the Companies, shall not be assignable by
Executive otherwise than by will or the laws of descent 











and distribution.  This Agreement shall inure to the benefit of
and be binding upon the Companies and their successors and assigns.


This Agreement may not be amended other than by a
written agreement executed by the parties hereto or their respective successors
and legal representatives.


This Agreement shall be governed by and construed in
accordance with the laws of the State of Oklahoma, without reference to
principles of conflict of laws.


This Agreement may be executed in one of more
counterparts, each of which shall be deemed an original but which together
shall constitute one and the same instrument.


Executed for all purposes as of March     ,
2007.


	
  

  	
   

  	
  HILAND PARTNERS GP, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HILAND PARTNERS GP HOLDINGS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Randy Moeder

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CONTRIBUTING PARTIES

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HH GP HOLDING, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: Harold Hamm

  
	
   

  	
   

  	
  Title: Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EQUITY FINANCIAL SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: Randy Moeder

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Ken Maples

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Lisa A. Maples

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HAROLD HAMM DST TRUST

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: Bert Mackie

  
	
   

  	
   

  	
  Title: Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HAROLD HAMM HJ TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: Bert Mackie

  
	
   

  	
   

  	
  Title: Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CONTINENTAL GAS HOLDINGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: Harold Hamm

  
	
   

  	
   

  	
  Title: Chief Executive Officer and Director