AMENDMENT NO. 2 TO THE KCS ENERGY, INC.
2005 EMPLOYEES AND DIRECTORS STOCK PLAN
Section 8.1 of the KCS Energy, Inc. 2005 Employees and Directors Stock Plan (the “Plan”) is hereby deleted in its entirety
and replaced with the following language:
“8.1. Adjustment Provisions.
8.1.1. If any recapitalization, reclassification, spinoff, combination, repurchase, stock split or reverse split or consolidation of
Common Stock is effected:
126.96.36.199. the outstanding shares of Common Stock are exchanged, in connection with a merger or consolidation of the Company
or a sale by the Company of all or a part of its assets for a different number or class of shares of stock or other securities of the
Company or for shares of the stock or other securities of any other corporation;
188.8.131.52. new, different or additional shares or other securities of the Company or of another corporation are received by the
holders of Common Stock; or
184.108.40.206. any distribution is made to the holders of the Common Stock other than a cash dividend; then the Administrator shall
make proportionate adjustments to:
220.127.116.11.1. the number and class of shares or other securities that may be issued or transferred pursuant to Section 3 hereof or
pursuant to outstanding Options, SARs, awards of Restricted Stock or awards of Bonus Stock;
18.104.22.168.2. the number and class of shares or other securities available for issuance under the Plan; and
22.214.171.124.3. the purchase price to be paid per share under outstanding Options, the number of shares to be issued pursuant to
Section 3, or the amount to be paid by the Company upon an exercise of an SAR under Section 4.1.3.
8.1.2. Upon the dissolution or liquidation of the Company, the Plan shall terminate, and all previously granted awards shall lapse
on the date of such dissolution or liquidation.”
This Amendment No. 2 to the Plan is effective this 7th day of November, 2006.
Petrohawk Energy Corporation
/s/ Floyd C. Wilson
Name: Floyd C. Wilson