0001104659-05-011202 Sample Contracts

CLAYTON WILLIAMS ENERGY, INC. OPTION AGREEMENT OUTSIDE DIRECTORS STOCK OPTION PLAN
Option Agreement • March 16th, 2005 • Clayton Williams Energy Inc /De • Crude petroleum & natural gas

At the direction of the Stock Option Committee appointed by the Board of Directors of Clayton Williams Energy, Inc. (the “Company”), you are hereby notified that you have been granted an option pursuant to the Outside Directors Stock Option Plan (the “Plan”). The grant of this option is specifically subject to the terms and conditions of the Plan.

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September 3, 1997
Clayton Williams Energy Inc /De • March 16th, 2005 • Crude petroleum & natural gas

The purpose of this letter is to amend the terms of our agreement with respect to your right to participate in the acquisition or construction of a Gas Gathering Asset by the Company. In the event of future acquisitions by the Company which includes a Gas Gathering Asset together with a non-Gas Gathering Asset, your right to participate set forth in Paragraph 5.1 shall pertain to the entire acquisition (both the Gas Gathering Asset(s) and the non-Gas Gathering Assets), rather than to the Gas Gathering Asset only. Further, you have agreed that your right to participate in the construction or acquisition of any Gas Gathering Asset related to the Company’s Cotton Valley acreage shall be limited to those assets specifically offered to you by the Company in its sole discretion. You further acknowledge that you shall have no right to purchase or participate in the construction of any Gas Gathering Asset related to the Buda gas now owned or hereafter acquired by the Company in the Pearsall ar

SCUDDER TRUST COMPANY PROTOTYPE DEFINED CONTRIBUTION PLAN
For Trust Agreement • March 16th, 2005 • Clayton Williams Energy Inc /De • Crude petroleum & natural gas
OPTION AGREEMENT
Option Agreement • March 16th, 2005 • Clayton Williams Energy Inc /De • Crude petroleum & natural gas

At the direction of the Compensation Committee appointed by the Board of Directors of Clayton Williams Energy, Inc. (the “Company”), you are hereby notified that you have been granted an option pursuant to the 1993 Stock Compensation Plan (the “Plan”). The grant of this option is specifically subject to the terms and conditions of the Plan.

SECOND AMENDMENT TO AGREEMENT
To Agreement • March 16th, 2005 • Clayton Williams Energy Inc /De • Crude petroleum & natural gas

This is the Second Amendment to Agreement dated April 23, 1993, as amended by letter agreement dated September 3, 1997 (herein the “Agreement”) between Prospectors Gas, Ltd. (“PGL”), Clayton Williams Energy, Inc. (“CWE”), and Robert C. Lyon (“Lyon”).

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