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

WHEREAS, Quicksilver Resources Inc., a Delaware corporation (the “Company”), recognizes that one of its most valuable assets and an undeniable contributor to its success is its outstanding staff;

WHEREAS , the Company further recognizes that the loss of a significant portion of its staff would seriously impact the service, quality and ultimate value of the Company;

WHEREAS , the Company has determined that it is advisable to establish a severance benefit program to mitigate the possibility of a loss of valuable personnel due to uncertainties faced in the prospect of a sale of the Company and to deal fairly with the contributions of the Company’s staff;

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

1.1           “ Base Rate of Pay ” means the Participant’s wages from the Company and any Subsidiary as defined in section 3401(a) of the Code for purposes of federal income tax withholding, modified by including elective contributions under a cafeteria plan described in section 125 and elective contributions to a qualified cash or deferred arrangement described in section 401(k) of the Code, and modified further by excluding reimbursements or other expense allowances, fringe benefits (cash and noncash), moving expenses, deferred compensation (other than elective contributions to the Company’s qualified cash or deferred arrangement described in section 401(k) of the Code), welfare benefits as defined in the ERISA, overtime pay, bonuses, and special performance compensation amounts.

1.2           “ 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.

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

1.4           “ 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.

1.5           “ 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.

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

1.7           “ 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.

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

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

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

1.11           “ 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 or a Subsidiary reduces the Participant’s Base Rate of Pay as in effect immediately before the occurrence of the Change in Control or as the Participant’s Base Rate of Pay may be increased from time to time after that occurrence;

(b)           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;

(c)           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; or

(d)           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.

1.12           “ Involuntary Termination ” means the termination of a Participant’s employment relationship with the Company and each Subsidiary (a) by the Company or the 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.

1.13           “ Month of Compensation ” means the Participant’s annualized Base Rate of Pay immediately prior to the Change in Control, divided by 12.

1.14           “ Participant ” means an individual who (a) is as an employee of the Company, or a Subsidiary which has adopted the Plan, on the date a Change in Control occurs, (b) has not entered into an individual employment agreement with the Company providing severance benefits for termination following a change in control, and (c) is not eligible to participate in any other change in control severance plan maintained by the Company or its Subsidiaries (including, without limitation, the Quicksilver Resources Inc. Amended and Restated Key Employee Change in Control Retention Incentive Plan, or the Quicksilver Resources Inc. Amended and Restated Executive Change in Control Retention Incentive Plan).  An individual who is classified by the Company as a temporary employee or an independent contractor on the date on 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).

1.15           “ 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.

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

1.17           “ 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.

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

1.19           “ Salaried Exempt Participant ” means a Participant who is compensated on a salaried basis and is exempt from the minimum wage and overtime requirements of the Fair Labor Standards Act of 1938, as amended.

1.20           “ 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.

1.21            “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.

1.22           “ 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.

1.23           “ 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.

1.24           “ Week of Compensation ” means the Participant’s annualized Base Rate of Pay immediately prior to the Change in Control, divided by 52.

(a)           Except as specified herein, a Participant who incurs an Involuntary Termination within one year 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 severance payment determined as follows:

(i)           The Company shall pay a Salaried Exempt Participant a single sum cash payment in an amount equal to the sum of three Months of Compensation plus the greater of (A) one Month of Compensation for each $10,000 of the Participant’s annualized Base Rate of Pay as in effect immediately prior to the occurrence of the Change in Control (prorated in the case of a portion of such Base Rate of Pay that is less than $10,000) or (B) one Month of Compensation for each year of service (prorated in the case of a partial year of service).

(ii)           The Company shall pay a Participant who is not a Salaried Exempt Participant and works a minimum of 30 hours per week for the Company a single sum cash payment in an amount equal to the sum of 12 Weeks of Compensation plus the greater of (A) four Weeks of Compensation for each $10,000 of the Participant’s annualized Base Rate of Pay as in effect immediately prior to the occurrence of the Change in Control (prorated in the case of a portion of such Base Rate of Pay that is less than $10,000) or (B) four Weeks of Compensation for each year of service (prorated in the case of a partial year of service).

(iii)           The Company shall pay a Participant who is not a Salaried Exempt Participant and works less than 30 hours per week for the Company a single sum cash payment in an amount equal to the sum of 6 Weeks of Compensation plus the greater of (A) two Weeks of Compensation for each $10,000 of the Participant’s annualized Base Rate of Pay as in effect immediately prior to the occurrence of the Change in Control (prorated in the case of a portion of such Base Rate of Pay that is less than $10,000) or (B) two Weeks of Compensation for each year of service (prorated in the case of a partial year of service).

(iv)           A Participant’s maximum severance payment as set forth in subsections (a)(i) through (a)(iii) above shall not exceed two times his or her annualized Base Rate of Pay as in effect immediately prior to the occurrence of the Change in Control.

(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)           If the Participant was covered as of the Employment Termination Date under a group medical, dental or vision plan maintained by the Company or its subsidiaries, the Company will provide the first six months of COBRA continuation coverage under Section 4980B of the Code without charge to the Participant, and throughout the six-month period following the Employment Termination Date, the Company shall maintain in effect, and not materially reduce the benefits provided by the group medical, dental or vision plan in