0000950134-08-009078 Sample Contracts

RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • May 9th, 2008 • Encore Acquisition Co • Crude petroleum & natural gas • Delaware

This Restricted Stock Award Agreement (“Agreement”) is effective as of February 11, 2008, between Encore Acquisition Company, a Delaware corporation (the “Company”) and (the “Executive”).

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ENCORE ACQUISITION COMPANY INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • May 9th, 2008 • Encore Acquisition Co • Crude petroleum & natural gas

This Incentive Stock Option Agreement (“Agreement”) is made and entered into as of the date of grant set forth below (the “Date of Grant”) by and between Encore Acquisition Company, a Delaware corporation (the “Company”), and the optionee named below (“Optionee”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Company’s 2000 Incentive Stock Plan, as amended and restated effective March 18, 2004, and as such plan may be thereafter amended (the “Plan”).

AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENCORE ENERGY PARTNERS LP
Second Amended and Restated Agreement of Limited Partnership • May 9th, 2008 • Encore Acquisition Co • Crude petroleum & natural gas • Delaware

This Amendment No. 1 (this “Amendment No. 1”) to the Second Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”) of Encore Energy Partners LP (the “Partnership”) is hereby adopted effective as of May 10, 2007, by Encore Energy Partners GP LLC, a Delaware limited liability company (the “General Partner”), as general partner of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

ENCORE ACQUISITION COMPANY NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • May 9th, 2008 • Encore Acquisition Co • Crude petroleum & natural gas

This Non-Qualified Stock Option Agreement (“Agreement”) is made and entered into as of the date of grant set forth below (the “Date of Grant”) by and between Encore Acquisition Company, a Delaware corporation (the “Company”), and the optionee named below (“Optionee”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Company’s 2000 Incentive Stock Plan, as amended and restated effective March 18, 2004, and as such plan may be thereafter amended (the “Plan”).

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