QUICKSILVER RESOURCES INC. AMENDED AND RESTATED EXECUTIVE CHANGE IN CONTROL RETENTION INCENTIVE PLAN

WHEREAS , Quicksilver Resources Inc., a Delaware corporation (the “Company”) considers it to be in the best interests of its stockholders to encourage the continued employment of certain Executives (as defined herein) notwithstanding the possibility, threat or occurrence of a Change in Control (as defined herein);

WHEREAS , the Company believes that the possibility of the occurrence of a Change in Control may result in the termination by the Executive of the Executive’s employment by the Company or in the distraction of the Executive from the performance of his or her duties to the Company, in either case to the detriment of the Company and its stockholders;

WHEREAS , the Company recognizes that the Executive could suffer adverse financial and professional consequences if a Change in Control were to occur; and

WHEREAS , the Company has determined that it is advisable to establish a severance benefit program to protect the Executive if a Change in Control occurs, thereby encouraging the Executive to remain in the employ of the Company and not to be distracted from the performance of his or her duties to the Company by the possibility of a Change in Control.

NOW, THEREFORE , the Company adopts the Quicksilver Resources Inc. Amended and Restated Executive Change in Control Retention Incentive Plan, the terms of which are as follows:

1.1           “ Base Salary ” means the Participant’s annual gross salary before any deductions, exclusions or any deferrals or contributions under any Company plan or program, but excluding bonuses, incentive compensation, deferred compensation, employee benefits, expense reimbursements or any other non-salary form of compensation being received by a Participant (determined without regard to any reduction in such Base Salary that occurs after a Change in Control).

1.2           “ Benchmark Bonus ” means the greater of (a) the average of the three annual bonuses earned by the Participant under the terms of the Company’s annual incentive plan for the three consecutive fiscal years of the Company immediately preceding the Change in Control event (or, if the Participant has been employed for fewer than three fiscal years of the Company, the average of all annual bonuses earned by the Participant under the terms of the Company’s annual incentive plan for the fiscal years immediately preceding the Change in Control event) or (b) the annual bonus that would be payable to the Participant if the target level of performance was achieved for the fiscal year of the Company in which the Change in Control event occurs under the terms of the Company’s annual incentive plan applicable to such Participant. In the event that a Participant received a bonus in a year in which he was not employed for the entire 12 months of that year, such bonus will be annualized for purposes of determining the average as set forth in Article 1.2(a).

1.3           “ Benefits ” means the severance benefits a Participant is entitled to receive pursuant to Article 3 hereof, and any retention bonus a Participant is entitled to receive pursuant to Article 5 hereof.

1.4           “ Board ” means the Board of Directors of the Company or its direct or indirect parent.

1.5           “ Cause ” means (a) the conviction of the Participant for any felony involving dishonesty, fraud or breach of trust or (b) the willful engagement by the Participant in gross misconduct in the performance of his or her duties that materially injures the Company.  For purposes of this Plan, no act or failure to act on the part of the Participant shall be deemed “willful” if it was due primarily to an error in judgment or negligence, but shall be deemed “willful” only if done or omitted to be done by the Executive not in good faith and without reasonable belief that the Participant’s action or omission was in the best interest of the Company.  Notwithstanding the foregoing, solely for purposes of this Plan, the Participant shall not be deemed to have been terminated for “Cause” hereunder unless and until there shall have been delivered to the Participant a copy of a resolution duly adopted by the affirmative vote of not less than three quarters of the Board then in office at a meeting of the Board called and held for such purpose, after reasonable notice to the Participant and an opportunity for the Participant, together with the Participant’s counsel (if the Participant chooses to have counsel present at such meeting), to be heard before the Board, finding that, in the good faith opinion of the Board, the Participant had committed an act constituting “Cause” as herein defined and specifying the particulars thereof in detail.  Nothing herein will limit the right of the Participant or his beneficiaries to contest the validity or propriety of any such determination.

1.6           “ Change in Control ” means the occurrence of any of the following after the Effective Date:

(a)           any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (“Exchange Act”)) is or becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of the combined voting power of the then-outstanding Voting Stock of the Company; provided, however, that the following acquisitions shall not constitute a Change in Control:  (i) any acquisition of Voting Stock of the Company directly from the Company that is approved by a majority of the Incumbent Directors; (ii) any acquisition of Voting Stock of the Company by the Company or any Subsidiary of the Company; (iii) any acquisition of Voting Stock of the Company by the trustee or other fiduciary holding securities under any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary of the Company; and (iv) any acquisition of Voting Stock of the Company by Mercury Exploration Company, Quicksilver Energy, L.P., The Discovery Fund, Pennsylvania Avenue Limited Partnership, Pennsylvania Management Company, the estate of Frank Darden, Lucy Darden, Anne Darden Self, Glenn Darden or Thomas Darden, or their respective successors, assigns, designees, heirs, beneficiaries, trusts, estates or controlled affiliates;

(b)           a majority of the Board ceases to be comprised of Incumbent Directors; or

(c)           the consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the consolidated assets of the Company (each, a “Business Combination Transaction”) immediately after which the Voting Stock of the Company outstanding immediately prior to such Business Combination Transaction does not continue to represent (either by remaining outstanding or by being converted into Voting Stock of the entity surviving, resulting from, or succeeding to all or substantially all of the Company’s consolidated assets as a result of such Business Combination Transaction or any parent of such entity), at least 50% of the combined voting power of the then-outstanding shares of Voting Stock of (i) the entity surviving, resulting from, or succeeding to all or substantially all of the Company’s consolidated assets as a result of, such Business Combination Transaction or (ii) any parent of any such entity (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries).

For purposes of this Plan, (i) “Incumbent Directors” means the individuals who, as of the date hereof, are Directors of the Company and any individual becoming a Director subsequent to the date hereof whose election, nomination for election by the Company’s shareholders, or appointment, was approved by a vote of a majority of the then Incumbent Directors (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination) and (ii) “Voting Stock” means securities entitled to vote generally in the election of Directors.

1.7           “ Code ” means the Internal Revenue Code of 1986, as amended.

1.8           “ Company ” means Quicksilver Resources Inc., a Delaware corporation.  The term “Company” shall also include any Successor, whether the liability of such Successor under the Plan is established by contract or occurs by operation of law.

1.9           “ Effective Date ” means the date on which the Plan is adopted.

1.10           “ Employment Termination Date ” means the date on which the employment relationship between the Participant and the Company is terminated due to an Involuntary Termination.

1.11           “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

1.12           “ Executive ” means an employee of the Company or a Subsidiary whose name appears on Exhibit B which is attached hereto and made a part hereof for all purposes, as the same may be amended in the Company’s discretion from time to time (subject to Article 9).

1.13           “ Excise Tax ” means the excise tax imposed by Section 4999 of the Code, together with any interest or penalties imposed with respect to such tax.

1.14           “ Good Reason Event ” means the occurrence of one or more of the following events or conditions after the occurrence of a Change in Control:

(a)           the Company removes the Participant from, or fails to re-elect or appoint the Participant to, any duties or position with the Company that were assigned or held by the Participant immediately before the occurrence of the Change in Control, except that a nominal change in the Participant’s title that is merely descriptive and does not affect rank or status shall not constitute such an event;

(b)           the Company or a Subsidiary assigns to the Participant any duties inconsistent with the Participant’s position (including offices, titles and reporting requirements), authority, duties or responsibilities with the Company or a Subsidiary in effect immediately before the occurrence of the Change in Control;

(c)           the Company takes any action that results in a material diminution of the Participant’s position, authority, duties or responsibilities or otherwise takes any action that materially interferes therewith;

(d)           the Company reduces the Participant’s Base Salary or the Participant’s incentive bonus opportunity as in effect immediately prior to such reduction (including a reduction in the Participant’s incentive bonus target or any other action that would adversely affect the Participant’s participation in or benefits under the Company’s incentive bonus plan(s));

(e)           the Company or a Subsidiary relocates the Participant’s principal workplace to an area that is located outside of a radius of 50 miles from the location of the Participant’s principal workplace immediately prior to the Change in Control, or requires the Participant to perform a majority of his or her duties more than 50 miles from the Participant’s principal work location (determined as of the date of the Change in Control) for a period of more than 21 consecutive days or for more than 90 days in any calendar year;

(f)           the Company or a Subsidiary fails to (i) continue in effect any bonus, incentive, profit sharing, performance, savings, retirement or pension policy, plan, program or arrangement (such policies, plans, programs and arrangements collectively being referred to herein as “Basic Benefit Plans”), including, but not limited to, any deferred compensation, supplemental executive retirement or other retirement income, stock option, stock purchase, stock appreciation, or similar policy, plan, program or arrangement of the Company or a Subsidiary, in which the Participant was a participant immediately before the occurrence of the Change in Control, unless an equitable and reasonably comparable arrangement (embodied in a substitute or alternative benefit or plan) shall have been made with respect to such Basic Benefit Plan promptly following the occurrence of the Change in Control, or (ii) continue the Participant’s participation in any Basic Benefit Plan (or any substitute or alternative plan) on substantially the same basis, both in terms of the amount of benefits provided to the Participant (which are in any event always subject to the terms of any applicable Basic Benefit Plan) and the level of the Participant’s participation relative to other participants, as existed immediately before the occurrence of the Change in Control;

(g)           the Company or a Subsidiary fails to continue to provide the Participant with benefits substantially similar to those enjoyed by the Participant under any of the Company’s or a Subsidiary’s other benefit plans, policies, programs and arrangements, including, but not limited to, life insurance, medical, dental, health, hospital, accident or disability plans, in which the Participant was a participant immediately before the occurrence of the Change in Control;

(h)           the Company takes any action that would directly or indirectly materially reduce any other non-contractual benefits that were provided to the Participant by the Company immediately before the occurrence of the Change in Control or deprive the Participant of any material fringe benefit enjoyed by him or her immediately before the occurrence of the Change in Control;

(i)           the Company fails to provide the Participant with the number of paid vacation days to which he or she was entitled in accordance with the Company’s vacation policy in effect immediately before the occurrence of the Change in Control;

(j)           the Company fails to continue to provide the Participant with office space, related facilities and support personnel (including, but not limited to, administrative and secretarial assistance) (i) that are both commensurate with Participant’s responsibilities to and position with the Company immediately before the occurrence of the Change in Control and not materially dissimilar to the office space, related facilities and support personnel provided to employees of the Company having comparable responsibility to the Participant, or (ii) that are physically located at the Company’s principal executive offices;

(k)           the Company fails to honor any provision of this Plan; or

(l)           the Company gives effective notice of an election to terminate at the end of the term (or to not extend the term) of any employment agreement that the Participant has or may in the future have with the Company or the Successor in accordance with the terms of any such agreement.

1.15           “ Involuntary Termination ” means the termination of a Participant’s employment relationship with the Company and each Subsidiary (a) by the Company or a Subsidiary after the occurrence of a Change in Control for any reason other than Cause, or (b) by the Participant on account of a Good Reason Event.  For purposes of the Plan, a Participant’s termination will not be considered to be on account of a Good Reason Event unless the Participant terminates employment no more than 60 days following such Good Reason Event.  A Participant shall not be deemed to have incurred an Involuntary Termination by reason of the transfer of the Participant’s employment between the Company and any of its Subsidiaries, or among Subsidiaries.  The Plan Administrator shall determine, in its sole discretion, whether a Participant’s termination of employment from the Company or any Subsidiary constitutes an Involuntary Termination.  For purposes of the Plan, a Participant will not be considered to have terminated his or her employment relationship unless the termination of employment qualifies as a Separation from Service.

1.16           “ Participant ” means an individual who is an Executive on the date a Change in Control occurs.  An individual who is classified by the Company as a temporary employee or an independent contractor on the date of which a Change in Control occurs is not eligible to participate in the Plan (even if he or she is subsequently reclassified by the Internal Revenue Service or a court as a common law employee of the Company and the Company acquiesces to such reclassification). Notwithstanding the foregoing, in the event that an Executive has entered into an employment agreement with the Company or a Subsidiary, such Executive will not be deemed a Participant under this Plan unless such employment agreement specifically adopts and incorporates this Plan by reference.

1.17           “ Payment ” means any payment, benefit or distribution (or combination thereof) by the Company or any of its Subsidiaries to or for the benefit of a Participant, whether paid, payable, distributed, distributable or provided pursuant to the Plan or otherwise, including any payment, benefit or other right that constitutes a “parachute payment” within the meaning of Section 280G of the Code.

1.18           “ Person ” means any individual, entity or group that is a “person” within the meaning of Section 3(a)(9), 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended.

1.19           “ Plan ” means the Quicksilver Resources Inc. Amended and Restated Executive Change in Control Retention Incentive Plan, as set forth herein and as amended from time to time.

1.20           “ Plan Administrator ” means the Company; however, the Company may designate any Person or a committee to administer the Plan in accordance with the provisions of Article 8.

1.21           “ Release ” means the Release Agreement in substantially the form attached hereto as Exhibit A and made a part hereof for all purposes.

1.22           “ Separation from Service ” means a Participant’s separation from service within the meaning of Section 409A of the Code; provided, however, that to the extent permitted by Section 409A of the Code, a Participant will be treated as incurring a Separation from Service if the reasonably anticipated level of bona fide services the Participant will perform is permanently decreased to less than 50% of the average level of bona fide services performed by the Participant over the immediately preceding 12 months.

1.23           “ Specified Employee ” means a specified employee within the meaning of Section 409A of the Code.  A Participant who is identified by the Company as a Specified Employee at any time during a calendar year will be considered a Specified Employee for purposes of Article 4 during the 12-month period that begins on April 1 of the immediately following calendar year, and no other Participant will be considered a Specified Employee during such 12-month period.

1.24           “ Subsidiary ” means a corporation, partnership, limited liability company or other entity in which the Company owns directly or indirectly more than 50% of the outstanding shares of voting stock or other voting interest.

1.25           “ Successor ” means a person with or into which the Company shall have been merged or consolidated or to which the Company shall have transferred all or substantially all of its assets.

(a)           Except as specified herein, a Participant who incurs an Involuntary Termination within two years after the occurrence of a Change in Control (including such a termination on the date of the Change in Control) shall be entitled to the severance benefits described in Article 3 hereof.

(b)           The Plan does not provide benefits with respect to any termination of employment prior to the occurrence of a Change in Control, whether such termination is for Cause or otherwise.  A Participant will forfeit all Benefits under the Plan if he or she is discharged by the Company for Cause.

Subject to Article 4 hereof, the Company shall pay or provide a Participant who has satisfied the requirements of Article 2 hereof the following Benefits:

(a)           A single sum cash payment equal to three times the sum of (i) the Participant’s Base Salary, plus (ii) the Participant’s Benchmark Bonus.

(b)           To the extent permitted by law the Company shall take all actions necessary to cause the Participant’s account balances under the Company’s 401(k) Plan to become fully vested and nonforfeitable; provided that such action would not require the accelerated vesting of any other participant’s account balance in the Company’s 401(k) Plan.

(c)           To the extent permitted by Section 409A of the Code, all outstanding stock options, and restricted share and restricted share unit awards held by the Participant shall immediately become fully vested.

(d)           The Company shall take the following actions:

(i)           Throughout the two years following the Employment Termination Date, the Company shall maintain in effect and not materially reduce the benefits provided by the Company’s group medical, dental and vision insurance and group basic life insurance plans in which the Participant participated immediately prior to the Employment Termination Date; and

(ii)           the Company shall arrange for the Participant’s uninterrupted participation throughout the two-year period commencing on the Participant’s Employment Termination Date in such group medical, dental and vision insurance and group basic life insurance plans, provided that if the Participant’s participation after his or her Employment Termination Date in any such plan is not permitted by the terms of that plan, then throughout such two-year period, the Company shall provide the Participant with substantially the same benefits that were provided to the Participant under such plan immediately before the Employment Termination Date.  All reimbursements of expenses under the Company’s medical, dental and vision programs or other reimbursements of expenses shall be made no later than December 31 of the year following the year in which the Participant incurs the related expense.  In no event will the amount of expenses eligible for reimbursement, or in-kind benefits provided, by the Company in one taxable year affect the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.  The Participant’s right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

(e)  &