0000893538-11-000051 Sample Contracts

SM ENERGY COMPANY PERFORMANCE STOCK UNIT AWARD AGREEMENT
Performance Stock Unit Award Agreement • November 2nd, 2011 • SM Energy Co • Crude petroleum & natural gas

This Performance Stock Unit Award Agreement (the “Agreement”) is made effective as of September 6, 2011 (the “Award Date”), by and between SM Energy Company, a Delaware corporation (the “Company”), and [Name] (the “Participant”) to whom performance stock units have been awarded under the Company's Equity Incentive Compensation Plan, as amended (the “Plan”).

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SM ENERGY COMPANY RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • November 2nd, 2011 • SM Energy Co • Crude petroleum & natural gas

This Restricted Stock Unit Award Agreement (the “Agreement”) is made effective as of September 6, 2011 (the “Award Date”), by and between SM Energy Company, a Delaware corporation (the “Company”), and [Name] (the “Participant”) to whom restricted stock units have been awarded under the Company's Equity Incentive Compensation Plan, as amended (the “Plan”).

October 13, 2011 Toru Matsui Mitsui E&P Texas LP c/o Mitsui E&P USA LLC Houston, Texas 77046
SM Energy Co • November 2nd, 2011 • Crude petroleum & natural gas

Re: First Amendment to Acquisition and Development Agreement, dated as of June 29, 2011, between SM Energy Company (“SM”) and Mitsui E&P Texas LP (“Mitsui” and such agreement, the “ADA”)

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