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                      DOBSON COMMUNICATIONS CORPORATION

                          2000 STOCK INCENTIVE PLAN




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                                   ARTICLE I

                                    Purpose

SECTION 1.01 PURPOSE. This Stock Incentive Plan is established by Dobson
Communications Corporation (the "Company") to create incentives which are
designed to motivate Participants to put forth maximum effort toward the
success and growth of the Company and to enable the Company to attract and
retain experienced individuals who by their position, ability and diligence
are able to make important contributions to the Company's success. Toward
these objectives, the Plan provides for the granting of Options to
Participants on the terms and subject to the conditions set forth in the Plan.

SECTION 1.02 ESTABLISHMENT. The Plan is effective as of January 10, 2000 and
for a period of 10 years from such date. The Plan will terminate on January
9, 2010, however, it will continue in effect until all matters relating to
the payment of Awards and administration of the Plan have been settled.

SECTION 1.03 SHARES SUBJECT TO THE PLAN. Subject to Articles IV, VII and IX
of this Plan, shares of stock covered by Options shall consist of 4,000,000
shares of Common Stock.

SECTION 1.04 SHAREHOLDER APPROVAL. The Plan shall be approved by the holders
of a majority of the outstanding shares of Common Stock, present, or
represented, and entitled to vote at a meeting called for such purposes,
which approval must occur within the period ending twelve months after the
date the Plan is adopted by the Board. Pending such approval by the
shareholders, Awards under the Plan may be granted to Participants, but no
such Awards may be exercised or paid prior to receipt of shareholder
approval. In the event shareholder approval is not obtained within such
twelve-month period, all such Awards shall be void.


                                   ARTICLE II

                                  Definitions

SECTION 2.01 "AFFILIATED ENTITY" means any partnership or limited liability
company, a majority of the partnership or other similar interest thereof is
owned or controlled, directly or indirectly, by the Company or one or more of
its Subsidiaries or Affiliated Entities or a combination thereof. For
purposes hereof, the Company, a Subsidiary or an Affiliated Entity shall be
deemed to have a majority ownership interest in a partnership or limited
liability company if the Company, such Subsidiary or Affiliated Entity shall
be allocated a majority of partnership or limited liability company gains or
losses or shall be or control a managing director or a general partner of
such partnership or limited liability company.

SECTION 2.02 "AWARD" means, individually or collectively, any Option granted
under the Plan to a Participant by the Committee pursuant to such terms,
conditions, restrictions, and/or limitations, if any, as the Committee may
establish by the Award Agreement or otherwise.

SECTION 2.03 "AWARD AGREEMENT" means any written instrument that establishes
the terms, conditions, restrictions, and/or limitations applicable to an
Award in addition to those established by this Plan and by the Committee's
exercise of its administrative powers.

SECTION 2.04 "BOARD" means the Board of Directors of the Company.

SECTION 2.05 "CHANGE OF CONTROL" and "CHANGE OF CONTROL EVENTS" mean the
occurrence of one of the events designated in Section IX.

SECTION 2.06 "CODE" means the Internal Revenue Code of 1986, as amended.
Reference to any Section of the Code shall be deemed to include any
amendments or successor provisions to such Section and any regulations under
such Section.



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SECTION 2.07 "COMMITTEE" means the Compensation Committee of the Board, or
such other committee designated by the Board, authorized to administer the
Plan under Article III hereof consisting of not less than two members of the
Board.

SECTION 2.08 "COMMON STOCK" means the Class A Common Stock, par value $0.001
per share, of the Company, and after substitution, such other stock as shall
be substituted therefor as provided in Article VII.

SECTION 2.09 "DATE OF GRANT" means the date on which the granting of an Award
is authorized by the Committee or such later date as may be specified by the
Committee in such authorization.

SECTION 2.10 "DISABILITY" shall have the meaning set forth in Section
22(e)(3) of the Code.

SECTION 2.11 "DIRECTOR" means any person who is a member of the Board.

SECTION 2.12 "ELIGIBLE EMPLOYEE" means any employee of the Company, a
Subsidiary or an Affiliated Entity.

SECTION 2.13 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

SECTION 2.14 "FAIR MARKET VALUE" means if, at the time an Option is granted
under the Plan, the Company's Common Stock is publicly traded, "fair market
value" shall be determined as of the last business day for which the prices
or quotes discussed in this sentence are available prior to the date such
Option is granted and shall mean (i) the average (on that date) of the high
and low prices of the Common Stock on the principal national securities
exchange on which the Common Stock is traded, if the Common Stock is then
traded on a national securities exchange; or (ii) the last reported sale
price (on that date) of the Common Stock on the NASDAQ National Market, if
the Common Stock is not then traded on a national securities exchange; or
(iii) the closing bid price (or average of bid prices) last quoted (on that
date) by an established quotation service for over-the-counter securities, if
the Common Stock is not reported on the NASDAQ National Market. If the Common
Stock is not publicly traded at the time an Option is granted under the Plan,
"fair market value" shall mean the fair value of the Common Stock as
determined by the Committee after taking into consideration all factors which
it deems appropriate, including, without limitation, recent sale and offer
prices of the Common Stock in private transactions negotiated at arm's length.

SECTION 2.15 "INCENTIVE STOCK OPTION" means an Option within the meaning of
Section 422 of the Code.

SECTION 2.16 "NONQUALIFIED STOCK OPTION" means an Option which is not an
Incentive Stock Option.

SECTION 2.17 "OPTION" means an Award granted under Article VI of the Plan.

SECTION 2.18 "PARTICIPANT" means a Director, an Eligible Employee or an
independent contractor to whom an Award has been granted by the Committee
under the Plan.

SECTION 2.19 "PLAN" means this Dobson Communications Corporation 2000 Stock
Incentive Plan.

SECTION 2.20 "SUBSIDIARY" shall have the same meaning set forth in Section
424 of the Code.


                                  ARTICLE III

                                 Administration

SECTION 3.01 ADMINISTRATION BY COMMITTEE. The Committee shall administer the
Plan. Unless otherwise provided in the by-laws of the Company or the
resolutions adopted from time to time by the Board establishing the
Committee, the Board may from time to time remove members from, or add
members to, the Committee. Vacancies on the Committee, however caused, shall
be filled by the Board. The Committee shall hold meetings at such times and
places as it may determine. A majority of



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the Committee shall constitute a quorum, and the acts of a majority of the
members present at any meeting at which a quorum is present or acts reduced
to or approved in writing by a majority of the members of the Committee shall
be the valid acts of the Committee.

         Subject to the provisions of the Plan, the Committee shall have
exclusive power to:

         (a) Select the Participants to be granted Awards.

         (b) Determine the time or times when Awards will be made.

         (c) Determine the form of an Award, the number of shares of Common
Stock subject to the Award, all the terms, conditions (including performance
requirements), restrictions and/or limitations, if any, of an Award,
including the time and conditions of exercise or vesting, and the terms of
any Award Agreement, which may include the waiver or amendment of prior terms
and conditions or acceleration or early vesting or payment of an Award under
certain circumstances determined by the Committee.

         (d) Determine whether Awards will be granted singly or in
combination.

         (e) Accelerate the vesting, exercise or payment of an Award or the
performance period of an Award when such action or actions would be in the
best interest of the Company.

         (f) Take any and all other action it deems necessary or advisable
for the proper operation or administration of the Plan.

SECTION 3.02 COMMITTEE TO MAKE RULES AND INTERPRET PLAN. The Committee in its
sole discretion shall have the authority, subject to the provisions of the
Plan, to establish, adopt, or revise such rules and regulations and to make
all such determinations relating to the Plan as it may deem necessary or
advisable for the administration of the Plan. The Committee's interpretation
of the Plan or any Awards granted pursuant thereto and all decisions and
determinations by the Committee with respect to the Plan shall be final,
binding, and conclusive on all parties.


                                   ARTICLE IV

                                 Grant of Awards

SECTION 4.01 COMMITTEE TO GRANT AWARDS. The Committee may, from time to time,
grant Awards to one or more Participants, provided, however, that:

         (a) Subject to Article VII, the aggregate number of shares of Common
Stock made subject to the Award of Options to any Participant in any fiscal
year of the Company may not exceed 100,000.

         (b) Any shares of Common Stock related to Awards which terminate by
expiration, forfeiture, cancellation or otherwise without the issuance of
shares of Common Stock shall be available again for grant under the Plan.

         (c) Common Stock delivered by the Company in payment of any Award
under the Plan may be authorized and unissued Common Stock or Common Stock
held in the treasury of the Company.

         (d) The Committee shall, in its sole discretion, determine the
manner in which fractional shares arising under this Plan shall be treated.

         (e) Separate certificates representing Common Stock to be delivered
to a Participant upon the exercise of any Option will be issued to such
Participant.



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                                   ARTICLE V

                                  Eligibility

         Subject to the provisions of the Plan, the Committee shall, from
time to time, select from the Eligible Employees and Directors to whom Awards
shall be granted and shall determine the type or types of Awards to be made
and shall establish in the related Award Agreements the terms, conditions,
restrictions and/or limitations, if any, applicable to the Awards in addition
to those set forth in the Plan and the administrative rules and regulations
issued by the Committee. The Committee may also grant Nonqualified Stock
Options to independent contractors who provide services to the Company, a
Subsidiary or and Affiliated Entity.


                                   ARTICLE VI

                                 Stock Options

SECTION 6.01 GRANT OF OPTIONS. The Committee may, from time to time, subject
to the provisions of the Plan and such other terms and conditions as it may
determine, grant Options to Participants. These Options may be Incentive
Stock Options or Nonqualified Stock Options, or a combination of both. Each
grant of an Option shall be evidenced by an Award Agreement executed by the
Company and the Participant, and shall contain such terms and conditions and
be in such form as the Committee may from time to time approve, subject to
the requirements of Section 6.02.

SECTION 6.02 CONDITIONS OF OPTIONS. Each Option so granted shall be subject
to the following conditions:

         (a) EXERCISE PRICE. As limited by Section 6.02(e) below, each Option
shall state the exercise price which shall be set by the Committee at the
Date of Grant; provided, however, no Nonqualified Stock Option shall be
granted at an exercise price which is less than 75% of the Fair Market Value
of the Common Stock on the Date of Grant.

         (b) MEANS OF EXERCISING OPTIONS. An Option (or any part of
installment thereof) shall be exercised by giving written notice to the
Company at its principal office address, or to such transfer agent as the
Company shall designate. Such notice shall identify the Option being
exercised and specify the number of shares as to which such Option is being
exercised, accompanied by (i) an instrument of accession providing that the
Participant agrees to be bound by the terms, rights and obligations
applicable to "Shareholders" under that certain Shareholders' Agreement dated
as of March 19, 1996, by and among the Company and its stockholders signatory
thereto, as amended from time to time; provided, this requirement shall not
be applicable after the Company has completed the initial public offering of
its Class A Voting Common Stock, and (ii) full payment of the purchase price
therefor either (a) in United States dollars in cash or by check, (b) at the
discretion of the Committee, through delivery of shares of Common Stock
having a fair market value equal as of the date of the exercise to the cash
exercise price of the Option including withholding of shares of Common Stock
otherwise deliverable upon exercise of an Option, but only to the extent such
exercise of an Option would not result in an accounting compensation charge
with respect to the shares used to pay the exercise price unless otherwise
determined by the Committee, (c) at the discretion of the Committee, by
delivery of the grantee's personal recourse note bearing interest payable not
less than annually at no less than 100% of the lowest applicable Federal
rate, as defined in Section 1274(d) of the Code, (d) at the discretion of the
Committee and consistent with applicable law, through the delivery of an
assignment to the Company of a sufficient amount of the proceeds from the
sale of the Common Stock acquired upon exercise of the Option and an
authorization to the broker or selling agent to pay that amount to the
Company, which sale shall be at the participant's direction at the time of
exercise, or (e) at the discretion of the Committee, by any combination of
(a), (b), (c) and (d) above. If the Committee exercises its discretion to
permit payment of the exercise price of an Option by means of the methods set
forth in clauses (b), (c), (d) or (e) of the preceding sentence, such
discretion shall be exercised in writing at the time of the grant of the
Option in question. The holder of an Option shall not have the rights of a
shareholder with respect to the shares covered by such Option until the date
of issuance of a stock certificate to such holder for such shares. Except as
expressly provided above in Article VII with respect to changes



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in capitalization and stock dividends, no adjustment shall be made for
dividends or similar rights for which the record date is before the date such
stock certificate is issued.

         (c) EXERCISE OF OPTIONS. Options granted under the Plan shall be
exercisable, in whole or in such installments and at such times, and shall
expire at such time, as shall be provided by the Committee in the Award
Agreement. Exercise of an Option shall be by written notice stating the
election to exercise in the form and manner determined by the Committee.
Every share of Common Stock acquired through the exercise of an Option shall
be deemed to be fully paid at the time of exercise and payment of the
exercise price.

         (d) OTHER TERMS AND CONDITIONS. Among other conditions that may be
imposed by the Committee, if deemed appropriate, are those relating to (i)
the period or periods and the conditions of exercisability of any Option;
(ii) the minimum periods during which Participants must be employed by the
Company, its Subsidiaries or an Affiliated Entity, or must hold Options
before they may be exercised; (iii) the minimum periods during which shares
acquired upon the exercise of Options must be held before sale or transfer
shall be permitted; (iv) conditions under which Options or shares may be
subject to forfeiture; (v) the frequency of exercise or the minimum or
maximum number of shares that may be acquired at any one time and (vi) the
achievement by the Company of specified performance criteria.

         (e) SPECIAL RESTRICTIONS RELATING TO INCENTIVE STOCK OPTIONS.
Options issued in the form of Incentive Stock Options shall only be granted
to Eligible Employees of the Company or a Subsidiary and shall not be granted
to Directors who are not also Eligible Employees of the Company or a
Subsidiary and shall, in addition to being subject to all applicable terms,
conditions, restrictions and/or limitations established by the Committee,
comply with the requirements of Section 422 of the Code (or any successor
Section thereto), including, without limitation, the requirement that the
exercise price of an Incentive Stock Option not be less than 100% of the Fair
Market Value of the Common Stock on the Date of Grant, the requirement that
each Incentive Stock Option, unless sooner exercised, terminated or
cancelled, expire no later than 10 years from its Date of Grant, and the
requirement that the aggregate Fair Market Value (determined on the Date of
Grant) of the Common Stock with respect to which Incentive Stock Options are
exercisable for the first time by a Participant during any calendar year
(under this Plan or any other plan of the Company, its parent or any
Subsidiary) not exceed $100,000. Incentive Stock Options which are in excess
of the applicable $100,000 limitation will be automatically recharacterized
as Nonqualified Stock Options as provided under Section 6.03 of this Plan. No
Incentive Stock Options shall be granted to any Eligible Employee if,
immediately before the grant of an Incentive Stock Option, such Eligible
Employee owns more than 10% of the total combined voting power of all classes
of stock of the Company or its Subsidiaries (as determined in accordance with
the stock attribution rules contained in Sections 422 and 424(d) of the
Code). Provided, the preceding sentence shall not apply if, at the time the
Incentive Stock Option is granted, the exercise price is at least 110% of the
Fair Market Value of the Common Stock subject to the Incentive Stock Option,
and such Incentive Stock Option by its terms is exercisable no more than five
years from the date such Incentive Stock Option is granted.

         (f) SHAREHOLDER RIGHTS. No Participant shall have a right as a
shareholder with respect to any share of Common Stock subject to an Option
prior to purchase of such shares of Common Stock by exercise of the Option.

SECTION 6.03 OPTIONS NOT QUALIFYING AS INCENTIVE STOCK OPTIONS. With respect
to all or any portion of any Option granted under this Plan not qualifying as
an "incentive stock option" under Section 422 of the Code, such Option shall
be considered as a Nonqualified Stock Option granted under this Plan for all
purposes. This Plan and any Incentive Stock Options granted hereunder shall
be deemed to have incorporated by reference all the provisions and
requirements of Section 422 of the Code (and the Treasury Regulations issued
thereunder) which are required to provide that all Incentive Stock Options
granted hereunder shall be "incentive stock options" described in Section 422
of the Code. Further, in the event that the Committee grants Incentive Stock
Options under this Plan to a Participant, and, in the event that the
applicable limitation contained in Section 6.02(e) herein is exceeded, then,
such Incentive Stock Options in excess of such limitation shall be treated as
Nonqualified Stock Options under this Plan subject to the terms and
provisions of the applicable Award Agreement, except to the extent modified
to reflect recharacterization of the Incentive Stock Options as Nonqualified
Stock Options.



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                                  ARTICLE VII

                               Stock Adjustments

         In the event that the shares of Common Stock, as presently
constituted, shall be changed into or exchanged for a different number or
kind of shares of stock or other securities of the Company or of another
corporation (whether by reason of merger, consolidation, recapitalization,
reclassification, stock split, combination of shares or otherwise), or if the
number of such shares of Common Stock shall be increased through the payment
of a stock dividend, or a dividend on the shares of Common Stock or rights or
warrants to purchase securities of the Company shall be made, then there
shall be substituted for or added to each share available under and subject
to the Plan as provided in Section 1.03 hereof, and each share theretofore
appropriated or thereafter subject or which may become subject to Options
under the Plan, the number and kind of shares of stock or other securities
into which each outstanding share of Common Stock shall be so changed or for
which each such share shall be exchanged or to which each such share shall be
entitled, as the case may be, on a fair and equivalent basis in accordance
with the applicable provisions of Section 424 of the Code; provided, however,
with respect to Options, in no such event will such adjustment result in a
modification of any Option as defined in Section 424(h) of the Code. In the
event there shall be any other change in the number or kind of the
outstanding shares of Common Stock, or any stock or other securities into
which the Common Stock shall have been changed or for which it shall have
been exchanged, then if the Committee shall, in its sole discretion,
determine that such change equitably requires an adjustment in the shares
available under and subject to the Plan, or in any Award theretofore granted
or which may be granted under the Plan, such adjustments shall be made in
accordance with such determination, except that no adjustment of the number
of shares of Common Stock available under the Plan or to which any Award
relates that would otherwise be required shall be made unless and until such
adjustment either by itself or with other adjustments not previously made
would require an increase or decrease of at least 1% in the number of shares
of Common Stock available under the Plan or to which any Award relates
immediately prior to the making of such adjustment (the "Minimum
Adjustment"). Any adjustment representing a change of less than such minimum
amount shall be carried forward and made as soon as such adjustment together
with other adjustments required by this Article VII and not previously made
would result in a Minimum Adjustment. Notwithstanding the foregoing, any
adjustment required by this Article VII which otherwise would not result in a
Minimum Adjustment shall be made with respect to shares of Common Stock
relating to any Award immediately prior to exercise, payment or settlement of
such Award.

         No fractional shares of Common Stock or units of other securities
shall be issued pursuant to any such adjustment, and any fractions resulting
from any such adjustment shall be eliminated in each case by rounding
downward to the nearest whole share.


                                  ARTICLE VIII

                                    General

SECTION 8.01 AMENDMENT OR TERMINATION OF PLAN. The Board may suspend or
terminate the Plan at any time. In addition, the Board may, from time to
time, amend the Plan in any manner, but may not without shareholder approval
adopt any amendment which would increase the aggregate number of shares of
Common Stock available under the Plan (except by operation of Article VII);
provided, that any amendment to the Plan shall require approval of the
shareholders if, in the opinion of counsel to the Company, such approval is
required by any Federal or state law or any regulations or rules promulgated
thereunder.

SECTION 8.02 DIVIDENDS AND DIVIDEND EQUIVALENTS. The Committee may choose, at
the time of the grant of any Award or any time thereafter up to the time of
payment of such Award, to include as part of such Award an entitlement to
receive dividends or dividend equivalents subject to such terms, conditions,
restrictions, and/or limitations, if any, as the Committee may establish.
Dividends and dividend equivalents granted hereunder shall be paid in such
form and manner (i.e., lump sum or installments), and at such time as the
Committee shall determine. All dividends or dividend equivalents which are
not paid currently may, at the Committee's discretion, accrue interest or be
reinvested into additional shares of Common Stock.



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SECTION 8.03 ACCELERATION OF OTHERWISE UNEXERCISABLE OPTIONS ON DEATH,
DISABILITY OR OTHER SPECIAL CIRCUMSTANCES. The Committee, in its sole
discretion, may permit (i) a Participant who terminates employment due to a
Disability, (ii) the personal representative of a deceased Participant, or
(iii) any other Participant who terminates employment upon the occurrence of
special circumstances (as determined by the Committee) to purchase all or any
part of the shares subject to any unvested Award on the date of the
Participant's Disability, death, or as the Committee otherwise so determines.
With respect to Awards which have already vested at the date of such
termination or the vesting of which is accelerated by the Committee in
accordance with the foregoing provision, the Participant or the personal
representative of a deceased Participant shall automatically have the right
to exercise such vested Awards within three months of such date of
termination of employment or one year in the case of a Participant suffering
a Disability or three years in the case of a deceased Participant.

SECTION 8.04 LIMITED TRANSFERABILITY. The Committee may, in its discretion,
authorize all or a portion of the Nonqualified Stock Options to be granted
under this Plan to be on terms which permit transfer by the Participant to
(i) the ex-spouse of the Participant pursuant to the terms of a domestic
relations order, (ii) the spouse, children or grandchildren of the
Participant ("Immediate Family Members"), (iii) a trust or trusts for the
exclusive benefit of such Immediate Family Members, or (iv) a partnership in
which such Immediate Family Members are the only partners. In addition (x)
there may be no consideration for any such transfer, (y) the Award Agreement
pursuant to which such Nonqualified Stock Options are granted must be
approved by the Committee, and must expressly provide for transferability in
a manner consistent with this Section, and (z) subsequent transfers of
transferred Nonqualified Stock Options shall be prohibited except as set
forth below in this Section 8.04. Following transfer, any such Nonqualified
Stock Options shall continue to be subject to the same terms and conditions
as were applicable immediately prior to transfer, provided that for purposes
of Section 8.03 hereof the term "Participant" shall be deemed to refer to the
transferee. The events of termination of employment of Section 8.03 hereof
shall continue to be applied with respect to the original Participant,
following which the Options shall be exercisable by the transferee only to
the extent, and for the periods specified in Section 8.03 hereof. No transfer
pursuant to this Section 8.04 shall be effective to bind the Company unless
the Company shall have been furnished with written notice of such transfer
together with such other documents regarding the transfer as the Committee
shall request. In addition, Options shall be transferable by will or the laws
of descent and distribution; however, no such transfer of an Option by the
Participant shall be effective to bind the Company unless the Company shall
have been furnished with written notice of such transfer and an authenticated
copy of the will and/or such other evidence as the Committee may deem
necessary to establish the validity of the transfer and the acceptance by the
transferee of the terms and conditions of such Option.

SECTION 8.05 WITHHOLDING TAXES. A Participant must pay the amount of taxes
required by law upon the exercise or payment of an Award (i) in cash, (ii) at
the discretion of the Committee, by delivering to the Company shares of
Common Stock having a Fair Market Value on the date of payment equal to the
amount of such required withholding taxes, or (iii) a combination of the
foregoing.

SECTION 8.06 AMENDMENTS TO AWARDS. The Committee may at any time unilaterally
amend the terms of any Award Agreement, whether or not presently exercisable,
earned, paid or vested, to the extent it deems appropriate, including by
example and not by limitation, the acceleration of vesting of Awards;
provided, however, that any such amendment which is adverse to the
Participant shall require the Participant's consent.

SECTION 8.07 SECURITIES LAWS. The Company shall have no obligation to issue
or deliver certificates representing shares of Common Stock subject to Awards
if such issuance or delivery would violate any federal or state securities or
other laws or prior to:

         (a) the obtaining of any approval from, or satisfaction of any
waiting period or other condition imposed by, any governmental agency which
the Committee shall, in its sole discretion, determine to be necessary or
advisable; and

         (b) the completion of any registration or other qualification of
such shares under any state or Federal law or ruling of any governmental body
which the Committee shall, in its sole discretion, determine to be necessary
or advisable.



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SECTION 8.08 RIGHT TO CONTINUED EMPLOYMENT. Participation in the Plan shall
not give any Director any right to remain a Director of the Company or any
Eligible Employee any right to remain in the employ of the Company, any
Subsidiary or any Affiliated Entity. The adoption of this Plan shall not be
deemed to give any Director, Eligible Employee or any other individual any
right to be selected as a Participant or to be granted an Award.

SECTION 8.09 RELIANCE ON REPORTS. Each member of the Committee and each
member of the Board shall be fully justified in relying or acting in good
faith upon any report made by the independent public accountants of the
Company and its Subsidiaries and upon any other information furnished in
connection with the Plan by any person or persons other than himself. In no
event shall any person who is or shall have been a member of the Committee or
of the Board be liable for any determination made or other action taken or
any omission to act in reliance upon any such report or information or for
any action taken, including the furnishing of information, or failure to act,
if in good faith.

SECTION 8.10 CONSTRUCTION. Masculine pronouns and other words of masculine
gender shall refer to both men and women.

SECTION 8.11 GOVERNING LAW. The Plan shall be governed by and construed in
accordance with the laws of the State of Oklahoma except as superseded by
applicable Federal law.


                                   ARTICLE IX

                               Change in Control

         In the event any Change in Control Event (as defined below) occurs,
each Option then outstanding shall, immediately prior to such Change in
Control Event, be nonforfeitable and exercisable in full. A Change in Control
Event shall mean any of the following:

         (i)   Any transaction in which shares of voting securities of the
         Company are sold or transferred by the Company or shareholders of
         the Company as a result of which those persons and entities who own
         voting securities of the Company prior to such transaction own less
         than fifty percent (50%) of the outstanding voting securities of the
         Company after such transaction;

         (ii)  The merger or consolidation of the Company with or into another
         entity as a result of which less than fifty percent (50%) of the
         outstanding voting securities of the surviving or resulting entity are
         beneficially owned by those persons and entities who beneficially own
         voting securities of the Company prior to such merger or consolidation;
         or

         (iii) The sale of all or substantially all of the Company's assets to
         an entity of which less than fifty percent (50%) of the outstanding
         voting securities of such entity are beneficially owned by those
         persons and entities who own voting securities of the Company at the
         time of such asset sale.


                                   ARTICLE X

                  Acceleration of Options on Corporate Event

If the Company shall, pursuant to action by the Board, at any time propose to
dissolve or liquidate or merge into, consolidate with, or sell or otherwise
transfer all or substantially all of its assets to another corporation
("Transaction") and provision is not made pursuant to the terms of such
Transaction for the assumption by the surviving, resulting or acquiring
corporation of outstanding Options under the Plan, or for the substitution of
new



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options therefor, the Committee shall cause written notice of the proposed
Transaction to be given to each Participant no less than forty days prior to
the anticipated effective date of the proposed Transaction, and his Option
shall become 100% vested and, prior to a date specified in such notice, which
shall be not more than ten days prior to the anticipated effective date of
the proposed Transaction, each Participant shall have the right to exercise
his Option to purchase any or all of the Common Stock then subject to such
Option. Each Participant, by so notifying the Company in writing, may, in
exercising his Option, condition such exercise upon, and provide that such
exercise shall become effective at the time of, but immediately prior to, the
consummation of the Transaction, in which event such Participant need not
make payment for the Common Stock to be purchased upon exercise of such
Option until five days after written notice by the Company to such
Participant that the Transaction has been consummated. If the Transaction is
consummated, each Option, to the extent not previously exercised prior to the
date specified in the foregoing notice, shall terminate on the effective date
of such consummation. If the Transaction is abandoned, (i) any Common Stock
not purchased upon exercise of such Option shall continue to be available for
purchase in accordance with the other provisions of the Plan and (ii) to the
extent that any Option not exercised prior to such abandonment shall have
vested solely by operation of this Article X, such vesting shall be deemed
annulled, and the vesting schedule set forth in the Participant's Option
Agreement shall be reinstituted, as of the date of such abandonment.





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