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Exhibit 10.2    
    


 
 

HILAND PARTNERS
  LONG-TERM INCENTIVE PLAN    



        SECTION
1.    Purpose of the Plan.  


        The Hiland Partners Long-Term Incentive Plan (the "Plan") has been adopted by Hiland Partners GP, L.L.C., a Delaware limited liability company (the
"Company"), the general partner of Hiland Partners, L.P., a Delaware limited partnership (the "Partnership"), and is intended to promote the interests of the Partnership and the Company by providing
to Employees and Directors of the Company and its Affiliates incentive compensation awards for superior performance that are based on Units. The Plan is also contemplated to enhance the ability of the
Company, the Partnership and their Affiliates to attract and retain the services of individuals who are essential for the growth and profitability of the Partnership and to encourage them to devote
their best efforts to advancing the business of the Partnership and their respective employers. 



        SECTION
2.    Definitions.  


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


        "Affiliate"
means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with,
the Person in question. As used herein, the term "control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether
through ownership of voting securities, by contract or otherwise. 


        "Award"
means an Option, Restricted Unit, Phantom Unit, or Substitute Award granted under the Plan, and shall include any tandem DERs granted with respect to a Phantom Unit or Option. 


        "Award
Agreement" means the written agreement by which an Award shall be evidenced. 


        "Board"
means the Board of Directors of the Company. 


        "Change
of Control" means, and shall be deemed to have occurred upon the occurrence of one or more of the following events: (i) any sale, lease, exchange or other transfer or
disposition (in one transaction or a series of related transactions) of all or substantially all of the assets of the Partnership or the Company to any Person and/or its Affiliates, other than to
Harold Hamm, the Harold Hamm DST Trust, the Harold Hamm HJ Trust, any other trust primarily for the benefit of Harold Hamm and/or his family (together, the "Hamm Parties"), the Partnership, the
Company and/or any of their Affiliates; (ii) the consolidation, reorganization, merger or other transaction pursuant to which pursuant to which (a) less than 35% of the outstanding
Class A Units are beneficially owned (as beneficial ownership is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) by the Hamm
Parties, or (b) any "person" or "group", within the meaning of Section 13(d) or 14(d)(2) of the Exchange Act, becomes the ultimate beneficial owner (as beneficial ownership is defined in
Rule 13d-3 under the Exchange Act) of more of the outstanding Class A Units than are beneficially owned by the Hamm Parties;; or (iii) the Company (or an Affiliate
thereof) ceasing to be the general partner of the Partnership. 


        "Committee"
means the Compensation Committee of the Board or other Committee of the Board serving as a compensation committee or, if there is no Compensation Committee or other such
Committee, the Board.. 


        "DER"
means a contingent right, granted in tandem with a specific Option or Phantom Unit, to receive an amount in cash equal to the cash distributions made by the Partnership with
respect to a Unit during the period such Award is outstanding. 


        "Director"
means a member of the Board who is not an Employee. 


        "Employee"
means any employee of the Company or an Affiliate. 


        "Exchange
Act" means the Securities Exchange Act of 1934, as amended. 


        "Fair
Market Value" means the closing sales price of a Unit on the last trading date preceding the applicable date (or if there is no trading in the Units on such date, on the next
preceding date on which there was trading) as reported in The Wall Street Journal (or other reporting service approved by the Committee). In the event
Units are not publicly traded at the time a determination of fair market value is required to be made hereunder, the determination of fair market value shall be made in good faith by the Committee. 


        "Option"
means an option to purchase Units granted under the Plan. 







 



        "Participant"
means any Employee or Director granted an Award under the Plan. 



        "Partnership
Agreement" means the Amended and Restated Agreement of Limited Partnership of Hiland Partners, L.P., as it may be amended or amended and restated from time to time. 


        "Person"
means an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political
subdivision thereof or other entity. 


        "Phantom
Unit" means a phantom (notional) Unit granted under the Plan which upon vesting entitles the Participant to receive a Unit or an amount of cash equal to the Fair Market Value of
a Unit, as determined by the Committee in its discretion. 


        "Restricted
Period" means the period established by the Committee with respect to an Award during which the Award remains subject to forfeiture and is either not exercisable by or
payable to the Participant, as the case may be. 


        "Restricted
Unit" means a Unit granted under the Plan that is subject to a Restricted Period. 


        "Rule 16b-3"
means Rule 16b-3 promulgated by the SEC under the Exchange Act, or any successor rule or regulation thereto as in effect from time to
time. 



        "SEC"
means the Securities and Exchange Commission, or any successor thereto. 


        "Substitute
Award" means an award granted pursuant to Section 6(d)(viii) of the Plan. 


        "UDR"
means a distribution made by the Partnership with respect to a Restricted Unit. 


        "Unit"
means a Common Unit of the Partnership. 


        SECTION
3.    Administration.  


        The Plan shall be administered by the Committee. A majority of the Committee shall constitute a quorum, and the acts of the members of the Committee who are
present at any meeting thereof at which a quorum is present, or acts unanimously approved by the members of the Committee in writing, shall be the acts of the Committee. Subject to the following and
applicable law, the Committee, in its sole discretion, may delegate any or all of its powers and duties under the Plan, including the power to grant Awards under the Plan, to the Chief Executive
Officer of the Company, subject to such limitations on such delegated powers and duties as the Committee may impose, if any. Upon any such delegation all references in the Plan to the "Committee",
other than in Section 7, shall be deemed to include the Chief Executive Officer; provided, however, that such delegation shall not limit the Chief Executive Officer's right to receive Awards
under the Plan. Notwithstanding the foregoing, the Chief Executive Officer may not grant Awards to, or take any action with respect to any Award previously granted to, a person who is an officer
subject to Rule 16b-3 or a member of the Board. Subject to the terms of the Plan and applicable law, and in addition to other express powers and authorizations conferred on the
Committee by the Plan, the Committee shall have full power and authority to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to a Participant;
(iii) determine the number of Units to be covered by Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and under what
circumstances Awards may be settled, exercised, canceled, or forfeited; (vi) interpret and administer the Plan and any instrument or agreement relating to an Award made under the Plan;
(vii) 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 (viii) 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, the Partnership, any Affiliate, any Participant, and any beneficiary of any Award. 


        SECTION
4.    Units.  


        (a)    Limits on Units Deliverable.    Subject to adjustment as provided in
Section 4(c), the number of Units that may be delivered with respect to Awards under the Plan is 680,000 of which no more than 225,000 may be delivered with respect to vested Restricted Unit
and Phantom Unit awards. If any Award is forfeited, cancelled, exercised or otherwise terminated without the actual delivery of Units pursuant to such Award, including any Award under which Units are
held back to cover the exercise price or tax withholding, such Units shall be 


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available
to satisfy future Awards under the Plan. There shall not be any limitation on the number of Awards that may be granted and paid in cash. 


        (b)    Sources of Units Deliverable Under Awards.    Any Units delivered pursuant to an Award shall consist, in whole
or in part, of Units acquired in the open market, from any Affiliate, the Partnership or any other Person, or any combination of the foregoing, as determined by the Committee in its discretion. 


        (c)    Adjustments.    In the event of any distribution (whether in the form of cash, Units, other securities, or
other property), recapitalization, split, reverse split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Units or other
securities of the Partnership, issuance of warrants or other rights to purchase Units or other securities of the Partnership, or other similar transaction or event, the Committee shall, in such manner
as it may deem equitable, adjust the number and type of Units (or other securities or property) with respect to which Awards may be granted. 


        SECTION
5.    Eligibility.  


        Any Employee, Consultant or Director shall be eligible to be designated a Participant and receive an Award under the Plan. 


        SECTION
6.    Awards.  


        (a)    Options.    The Committee shall have the authority to determine the Employees and
Directors to whom Options shall be granted, the number of Units to be covered by each Option, whether DERs are granted with respect to such Option, the purchase price therefor and the conditions and
limitations applicable to the exercise of the Option, including the following terms and conditions and such additional terms and conditions, as the Committee shall determine, that are not inconsistent
with the provisions of the Plan. 



        (i)    Exercise Price.    The purchase price per Unit purchasable under an Option shall be determined by the Committee
at the time the Option is granted but, except with respect to a Substitute Award, may not be less than its Fair Market Value as of the date of grant. 



        (ii)    Time and Method of Exercise.    The Committee shall determine the Restricted Period, i.e., the time or times
at which an Option may be exercised in whole or in part, which may include, without limitation, accelerated vesting upon the achievement of specified performance goals, and the method or methods by
which payment of the exercise price with respect thereto may be made or deemed to have been made, which may include, without limitation, cash, check acceptable to the Company, a "cashless-broker"
exercise through procedures approved by the Company, other securities or other property, or any combination thereof, having a Fair Market Value on the exercise date equal to the relevant exercise
price. 


        (iii)    Forfeitures.    Except as otherwise provided in the terms of the Option grant, upon termination of a
Participant's employment with or consulting services to the Company and its Affiliates or membership on the Board, whichever is applicable, for any reason during the applicable Restricted Period, all
Options shall be forfeited by the Participant. The Committee may, in its discretion, waive in whole or in part such forfeiture with respect to a Participant's Options. 


        (iv)    Option DERs.    To the extent provided by the Committee, in its discretion, a grant of Options may include a
tandem DER grant, which may provide that such DERs shall be paid directly to the Participant, be credited to a bookkeeping account (with or without interest in the discretion of the Committee) subject
to the same vesting restrictions as the tandem Options Award, or be subject to such other provisions or restrictions as determined by the Committee in its discretion. 




        (b)    Restricted Units and Phantom Units.    The Committee shall have the authority to determine the Employees and
Directors to whom Restricted Units or Phantom Units shall be granted, the number of Restricted Units or Phantom Units to be granted to each such Participant, the Restricted Period, the conditions
under which the Restricted Units or Phantom Units may become vested or forfeited and such other terms and conditions as the Committee may establish with respect to such Awards, including whether DERs
are granted with respect to the Phantom Units. 



        (i)    DERs.    To the extent provided by the Committee, in its discretion, a grant of Phantom Units may include a
tandem DER grant, which may provide that such DERs shall be paid directly to the Participant, be credited to a bookkeeping account (with or without interest in the discretion of the Committee) subject
to the same vesting restrictions as the tandem Phantom Unit Award, or be subject to such other provisions or restrictions as determined by the Committee in its discretion. 



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        (ii)    UDRs.    To the extent provided by the Committee, in its discretion, a grant of Restricted Units may provide
that distributions made by the Partnership with respect to the Restricted Units shall be subject to the same forfeiture and other restrictions as the Restricted Unit and, if restricted, such
distributions shall be held, without interest, until the Restricted Unit vests or is forfeited with the UDR being paid or forfeited at the same time, as the case may be. Absent such a restriction on
the UDRs in the grant agreement, UDRs shall be paid to the holder of the Restricted Unit without restriction. 


        (iii)    Forfeitures.    Except as otherwise provided in the terms of the Restricted Units or Phantom Units grant,
upon termination of a Participant's employment with the Company and its Affiliates or membership on the Board, whichever is applicable, for any reason during the applicable Restricted Period, all
outstanding Restricted Units and Phantom Units awarded the Participant shall be automatically forfeited on such termination. The Committee may, in its discretion, waive in whole or in part such
forfeiture with respect to a Participant's Restricted Units and/or Phantom Units. 


        (iv)    Lapse of Restrictions.    



        (A)    Phantom Units.    Upon or as soon as reasonably practical following the vesting of each Phantom Unit, subject
to the provisions of Section 8(b), the Participant shall be entitled to receive from the Company one Unit or cash equal to the Fair Market Value of a Unit, as determined by the Committee in its
discretion. 


        (B)    Restricted Units.    Upon or as soon as reasonably practical following the vesting of each Restricted Unit,
subject to the provisions of Section 8(b), the Participant shall be entitled to have the restrictions removed from his or her Unit certificate so that the Participant then holds an unrestricted
Unit. 




        (v)    Cancellation of Outstanding Options.    Notwithstanding anything in the Plan or an Award Agreement to the
contrary, the Committee may, in its sole discretion, cancel all or some of the Options then outstanding by paying
the holder an amount of cash equal to the excess of the Fair Market Value of a Unit over the exercise price of such Option. 




        (c)    General.    



        (i)    Awards May Be Granted Separately or Together.    Awards may, in the discretion of the Committee, be granted
either alone or in addition to, in tandem with, or in substitution for any other Award granted under the Plan 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 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. 


        (ii)    Limits on Transfer of Awards.    



        (A)  Except
as provided in (C) below, each Option shall be exercisable only by the Participant during the Participant's lifetime, or by the person to whom the
Participant's rights shall pass by will or the laws of descent and distribution. 


        (B)  Except
as provided in (C) below, no Award and no right under any such Award may be assigned, alienated, pledged, attached, sold or otherwise transferred or
encumbered by a Participant and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company, the Partnership or any
Affiliate. 


        (C)  To
the extent specifically provided by the Committee with respect to an Option, an Option may be transferred by a Participant without consideration to immediate family
members or related family trusts, limited partnerships or similar entities or on such terms and conditions as the Committee may from time to time establish. 




        (iii)    Term of Awards.    The term of each Award shall be for such period as may be determined by the Committee. 



        (iv)    Unit Certificates.    All certificates for Units or other securities of the Partnership 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 SEC, any stock exchange upon which such Units or other securities are then listed, and 



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any
applicable federal or state laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. 


        (v)    Consideration for Grants.    Awards may be granted for such consideration, including services, as the Committee
determines. 


        (vi)    Delivery of Units or other Securities and Payment by Participant of Consideration.    Notwithstanding anything
in the Plan or any grant agreement to the contrary, delivery of Units pursuant to the exercise or vesting of an Award may be deferred for any period during which, in the good faith determination of
the Committee, the Company is not reasonably able to obtain Units to deliver pursuant to such Award without violating the rules or regulations of any applicable law or securities exchange. No Units or
other securities shall be delivered pursuant to any Award until payment in full of any amount required to be paid pursuant to the Plan or the applicable Award grant agreement (including, without
limitation, any exercise price or tax withholding) is received by the Company. 


        (vii)    Change of Control.    Unless specifically provided otherwise in the Award agreement, upon a Change of Control
all outstanding Awards shall automatically vest and be payable or become exercisable in full, as the case may be. 


        (viii)    Substitute Awards.    Awards may be granted under the Plan in substitution of similar awards held by
individuals who become Employees or Directors as a result of a merger, consolidation or acquisition by the Company or an Affiliate of another entity or the assets of another entity. Such substitute
awards that are Options may have exercise prices less than the Fair Market Value of a Unit on the date of such substitution. 




        SECTION
7.    Amendment and Termination. 


        Except
to the extent prohibited by applicable law: 


        (a)    Amendments to the Plan.    Except as required by the rules of the principal securities exchange on which the
Units are traded and subject to Section 7(b) below, the Board or the Committee may amend, alter, suspend, discontinue, or terminate the Plan in any manner, including increasing the number of
Units available for Awards under the Plan, without the consent of any partner, Participant, other holder or beneficiary of an Award, or other Person. 


        (b)    Amendments to Awards.    Subject to Section 7(a), the Committee may waive any conditions or rights
under, amend any terms of, or alter any Award theretofore granted, provided no change, other than pursuant to Section 7(c), in any Award shall materially reduce the benefit to Participant
without the consent of such Participant. 


        (c)    Actions Upon the Occurrence of Certain Events.    In connection with any event described in Section 4(c)
of the Plan, or a Change of Control, any changes in applicable laws, regulations, or accounting principles affecting the financial statements of the Partnership, the Committee, in its sole discretion
and on such terms and conditions as it deems appropriate, may take any one or more of the following actions in order to prevent dilution or enlargement of the benefits or potential benefits intended
to be made available under the Plan or an outstanding Award: 



        (A)  provide
for either (i) the termination of any Award in exchange for an amount of cash, if any, equal to the amount that would have been attained upon the exercise
of such Award or realization of the Participant's rights (and, for the avoidance of doubt, if as of the date of the occurrence of such transaction or event the Committee determines in good faith that
no amount would have been attained upon the exercise of such Award or realization
of the Participant's rights, then such Award may be terminated by the Company without payment) or (ii) the replacement of such Award with other rights or property selected by the Committee in
its sole discretion; 


        (B)  provide
that such Award be assumed by the successor or survivor entity, or a parent or subsidiary thereof, or be substituted for by similar options, rights or awards
covering the equity of the successor or survivor, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of equity interests and prices; 



        (C)  make
adjustments in the number and type of Units (or other securities or property) subject to outstanding Awards, and in the number and kind of outstanding Awards and/or
in the terms and conditions of (including the exercise price), and the vesting/performance criteria included in, outstanding Awards; 



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        (D)  provide
that such Award shall be exercisable or payable, notwithstanding anything to the contrary in the Plan or the applicable Award Agreement; and 



        (E)  provide
that the Award cannot be exercised or become payable after such event, i.e., shall terminate upon such event. 




        SECTION
8.    General Provisions.  


        (a)    No Rights to Award.    No Person shall have any claim to be granted any Award under the
Plan, and there is no obligation for uniformity of treatment of Participants. The terms and conditions of Awards need not be the same with respect to each recipient. 



        (b)    Tax Withholding.    The Company or any Affiliate is authorized to withhold from any Award, from any payment due
or transfer made under any Award or from any compensation or other amount owing to a Participant the amount (in cash, Units, other securities, Units that would otherwise be issued pursuant to such
Award or other property) of any applicable taxes payable in respect of the grant of an Award, its exercise, the lapse of restrictions thereon, or any payment or transfer under an Award or under the
Plan and to take such other action as may be necessary in the opinion of the Company to satisfy its withholding obligations for the payment of such taxes. 



        (c)    No Right to Employment or Services.    The grant of an Award shall not be construed as giving a Participant the
right to be retained in the employ of the Company or any Affiliate or to remain on the Board, as applicable. Further, the Company or an Affiliate may at any time dismiss a Participant from employment
free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan, any Award agreement or other agreement. 


        (d)    Governing Law.    The validity, construction, and effect of the Plan and any rules and regulations relating to
the Plan shall be determined in accordance with the laws of the State of Delaware without regard to its conflict of laws principles. 


        (e)    Severability.    If any provision of the Plan 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 or any award under any law deemed applicable by the Compensation Committee, such provision shall be
construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Compensation Committee, materially altering the
intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, person or award and the remainder of the Plan and any such Award shall remain in full force and effect. 


        (f)    Other Laws.    The Committee may refuse to issue or transfer any Units or other consideration under an Award
if, in its sole discretion, it determines that the issuance or transfer of such Units or such other consideration might violate any applicable law or regulation, the rules of the principal securities
exchange on which the Units are then traded, or entitle the Partnership or an Affiliate to recover the same under Section 16(b) of the Exchange Act, and any payment tendered to the Company by a
Participant, other holder or beneficiary in connection with the exercise of such Award shall be promptly refunded to the relevant Participant, holder or beneficiary. 


        (g)    No Trust or Fund Created.    Neither the Plan nor any award shall create or be construed to create a trust or
separate fund of any kind or a fiduciary relationship between the Company or any participating Affiliate and a Participant or any other Person. To the extent that any Person acquires a right to
receive payments from the Company or any participating Affiliate pursuant to an Award, such right shall be no greater than the right of any general unsecured creditor of the Company or any
participating Affiliate. 


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


        (i)    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. 


        (j)    Facility Payment.    Any amounts payable hereunder to any person under legal disability or who, in the judgment
of the Committee, is unable to properly manage his financial affairs, may be paid to the legal 


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representative
of such person, or may be applied for the benefit of such person in any manner which the Committee may select, and the Company shall be relieved of any further liability for payment of
such amounts. 


        (k)    Participation by Affiliates.    In making Awards to Employees employed by an entity other than by the Company,
the Committee shall be acting on behalf of the Affiliate, and to the extent the Partnership has an obligation to
reimburse the Company for compensation paid to Employees for services rendered for the benefit of the Partnership, such payments or reimbursement payments may be made by the Partnership directly to
the Affiliate, and, if made to the Company, shall be received by the Company as agent for the Affiliate. 


        (l)    Gender and Number.    Words in the masculine gender shall include the feminine gender, the plural shall include
the singular and the singular shall include the plural. 


        (m)    Compliance with Section 409A.    Nothing in the Plan or any Award Agreement shall operate or be
construed to cause the Plan or an Award to fail to comply with the requirements of Section 409A of the Internal Revenue Code. The applicable provisions of Section 409A and the
regulations thereunder are hereby incorporated by reference and shall control over any Plan or Award Agreement provision in conflict therewith. 


        SECTION
9.    Term of the Plan.  


        The Plan shall be effective on the date of its approval by the Board and shall continue until the earliest of (i) the date terminated by the Board,
(ii) all available Units under the Plan have been paid to Participants, or (iii) the 10th anniversary of the date the Plan is approved by the unitholders of the Company. However, unless
otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award granted prior to such termination, and the authority of the Board or the Committee to amend, alter, adjust,
suspend, discontinue, or terminate any such Award or to waive any conditions or rights under such Award, shall extend beyond such termination date. 


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Exhibit 10.2


HILAND PARTNERS LONG-TERM INCENTIVE PLAN