Continental Resources, Inc. Deferred Compensation Plan

(a)

“Account” means one or more of the bookkeeping accounts maintained by the Company or its agent on behalf of a Participant, as described in more detail in Article IV.

(b)

“Affiliate” means any corporation, trade or business which is treated as a single employer with the Company under Sections 414(b) or 414(c) of the Code and any other entity designated by the Plan Administrator as an “Affiliate” for purposes of the Plan.

(c)

“Alternate Payee” means any spouse, former spouse, child, or other dependent of a Participant who is recognized by a DRO as having a right to receive all, or a portion of, the benefits payable under the Plan with respect to such Participant.

(d)

“Base Pay” means the annual rate of base salary paid by the Employer to an Eligible Person, or any cash retainers or fees paid by the Employer to a Director.

(e)

“Beneficiary” means the person or persons designated by the Participant to receive a distribution of his or her benefits under the Plan upon the death of the Participant, through a properly executed will or pursuant to a beneficiary designation form prescribed by the Plan Administrator, as applicable, and lastly filed with the Plan Administrator.

(f)

“Board” means the Board of Directors of the Company.

(g)

“Cash Incentive Award” means an annual or long-term cash incentive payment to a Participant pursuant to an Employer’s cash incentive plans, any bonus or commission payments, or any other cash incentive payment designated by the Plan Administrator as an eligible Cash Incentive Award for purposes of this Plan.

(h)

“Change of Control” shall have the meaning given the term “Change in Control Event” in the LTIP as in effect on the Effective Date; provided, however, that any modification to the definition of “change of control” in the LTIP adopted after the Effective Date shall apply for purposes of this Plan, except that any modification to such definition adopted on or after, or within 180 days prior to, a Change of Control shall not apply in determining the definition of such term under this Plan unless such amendment is favorable to the Participant; and provided further, however, that in the event any distribution due to a Participant under this Plan would also constitute “deferred compensation” within the meaning of the Treasury Regulation § 1.409A-1(b)(1), either by design or due to a subsequent modification in the terms of such distribution or as a result in a change in the law occurring after the Effective Date, then to the extent such distribution is not exempt from section 409A of the Code by an applicable exemption, the term “Change of Control” shall mean an event that constitutes not only a Change of Control event described in the LTIP, but also constitutes a “change in control” within the meaning of section 409A of the Code and any Internal Revenue Service guidance promulgated with respect to section 409A of the Code.

(i)

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

(j)

“Company” has the meaning set forth in Section 1.1

(k)

“Compensation” means a Participant’s Base Pay, Cash Incentive Awards and any other item of compensation that the Plan Administrator determines to be Compensation for purposes of this Plan; provided, however, that Compensation shall not include any compensation that has been previously deferred under this Plan or any other arrangement subject to section 409A of the Code.

(l)

“Compensation Committee” means the Compensation Committee of the Board.

(m)

“Director” means a member of the Board who is not an Employee.

(n)

“Disability” means a Participant’s inability to engage in any substantial gainful activity by reason of a medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months.

(o)

“Discretionary Contribution” means the contribution made by the Employer on behalf of a Participant as described in Section 4.4(b).

(p)

“DRO” means a domestic relations order that is a judgment, decree, or order (including one that approves a property settlement agreement) that relates to the provision of child support, alimony payments or marital property rights to a spouse, former spouse, child or other dependent of a Participant and is rendered under a state (within the meaning of section 7701(a)(10) of the Code) domestic relations law (including a community property law) and that:

(i)

(ii)

(iii)

(iv)

(v)

(q)

“Effective Date” means January 1, 2014, except as provided otherwise herein.

(r)

“Election Form” means the written forms provided by the Plan Administrator pursuant to which the Participant consents to participation in the Plan and makes elections with respect to deferrals. Such Participant consent and elections may be done either in writing or on-line through an electronic signature, as the Plan Administrator prescribes.

(s)

“Eligible Person” means an Employee that is designated as an Eligible Person by the Plan Administrator, and each Director. As provided in Section 3.1, the Plan Administrator may at any time, in its sole and absolute discretion, limit the classification of Employees who are eligible to participate in the Plan for a Plan Year and/or may modify or terminate an Eligible Person’s participation in the Plan without the need for an amendment to the Plan.

(t)

“Employee” means each member of the Select Group receiving remuneration, or who is entitled to remuneration, for services rendered to the Employer, in the legal relationship of employer and employee.

(u)

“Employer” means, collectively, the Company and each Affiliate which has adopted the Plan as a participating employer. An Affiliate may evidence its adoption of the Plan either by a formal action of its governing body or by commencing deferrals and taking other administrative actions with respect to this Plan on behalf of its employees. An entity will cease to be a participating employer as of the date such entity ceases to be an Affiliate.

(v)

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

(w)

“Good Reason” means, without the Participant’s consent, any of the following events: (i) a material diminution in the Participant’s Base Pay, (ii) a material diminution of the Participant’s authority, duties or responsibilities (or the diminution of the authority, duties or responsibilities of the Participant’s immediate supervisor), or (iii) a required relocation of the Participant to an office or a location which would increase his or her daily commute distance by more than fifty (50) miles (one-way); provided, however; that Good Reason will only be found to have occurred if the Participant provides the Employer with notice of the Good Reason event within ninety (90) days of the occurrence of such an event, and the Employer is provided with thirty (30) days in which to cure or remedy the alleged Good Reason event.

(x)

“Investment Option” means an investment fund, index or vehicle selected by the Plan Administrator and made available to Participants for the deemed investment of their Account.

(y)

“Involuntary Termination” means a Termination of Employment due to the Employer’s termination of the Participant without Cause, or by the Participant with Good Reason.

(z)

“Long-Term Incentive Plan” or “LTIP” means the Continental Resources, Inc. 2013 Long-Term Incentive Plan, as amended from time to time, or any successor long-term incentive plan of the Employer.

(aa)

“Matching Contribution” means the contribution made by the Employer on behalf of a Participant as described in Section 4.4(a).

(bb)

“Normal Retirement” means a Participant’s Termination of Employment with the Employer on or after the date that he or she reaches the age of 62.

(cc)

“Open Enrollment Period” means the period occurring each year during which an Eligible Person may make his or her elections to defer his or her Compensation for a subsequent Plan Year pursuant to Article IV.

(dd)

“Participant” means each Eligible Person who has been designated for participation in this Plan and each Employee or former Employee (or Director or former Director) whose participation in this Plan has not terminated. Each such Participant who is currently employed by the Employer or serving as a member of the Board will be referred to herein as an “Active Participant” and each such Employee who is no longer employed by the Employer and each Director who is no longer serving as a member of the Board but has an Account balance under the Plan will be referred to herein as an “Inactive Participant.”

(ee)

“Plan” means the Continental Resources, Inc. Deferred Compensation Plan as set forth herein and as the same may be amended from time to time.

(ff)

“Plan Administrator” means the Compensation Committee, unless the Board appoints a different individual, individuals or committee to handle the day-to-day administration of the Plan.

(gg)

“Plan Year” means the calendar year.

(hh)

“Select Group” has the meaning set forth in Section 1.1

(ii)

“Special Enrollment Period” means the thirty (30) day period after an Employee is employed by the Employer (or a Director is elected to the Board) and advised of his or her eligibility to participate in the Plan during which the Eligible Person may make his or her elections to defer Compensation earned after such election pursuant to Article IV. The Plan Administrator may also designate certain periods as Special Enrollment Periods to the extent permitted under section 409A of the Code (e.g., deferral elections for Compensation that is deemed to be “performance-based compensation” within the meaning of Treas. Reg. Section 1.409A-1(e) may be made no later than six (6) months prior to the end of the applicable performance period).

(jj)

“Specified Employee” means, at any time in which the common stock of Employer is publicly traded on an established securities market (within the meaning of Treasury Regulation § 1.409A-1, et seq.), any Employee or former Employee (including any deceased Employee) who at any time during the Plan Year was:

(i)

(ii)

(iii)

(kk)

“Termination for Cause” shall mean a Termination of Employment due to an event constituting “Cause” under a Participant’s individual employment or severance agreement with the Employer, and in the event that no such agreement exists, for any of the following events: (i) commission of an act of fraud, embezzlement, misappropriation, willful misconduct or breach of fiduciary duty against the Employer or other conduct harmful or potentially harmful to the Employer’s best interest, as reasonably determined by the Plan Administrator; (ii) any conviction, plea of no contest or nolo contendere, deferred adjudication or unadjudicated probation for any felony, or any crime involving moral turpitude; or (iii) continued failure to substantially perform Participant’s material obligations and duties of employment with the Employer.

(ll)

“Termination of Employment” means (i) with respect to an Employee, the date that such Employee ceases performing services for the Employer and its Affiliates in the capacity of an employee and (ii) with respect to a Director, the date that such Director ceases to provide services to the Company as a member of the Board; provided, however, that in each case such event constitutes a “separation from service” within the meaning of Treasury Regulation § 1.409A-1(h). An Employee who transfers employment between entities that are considered an “Employer” under this Plan, regardless of whether such entity has adopted the Plan as a participating employer, will not necessarily incur a Termination of Employment.

(mm)

“Trustee” means the individual or entity appointed to serve as trustee of any trust established as a possible source of funds for the payment of benefits under this Plan as provided in Section 7.1.

(nn)

“Unforeseeable Emergency” means a financial hardship to the Participant resulting from (i) an illness or accident of the Participant, a spouse, a beneficiary, or a dependent (as defined under section 152(a) of the Code), (ii) a loss of the Participant’s property due to casualty, (iii) the imminent foreclosure of or eviction from the Participant’s residence, (iv) the need to pay medical expenses or prescription drug expenses, (v) the need to pay for funeral expenses of a spouse, beneficiary or dependent (as defined under section 152(a) of the Code), or (vi) any other similar extraordinary and unforeseeable loss arising from events beyond the control of the Participant, as determined by the Plan Administrator in its sole and absolute discretion and in accordance with the requirements of section 409A of the Code.

(oo)

“Voluntary Resignation” means a Participant’s voluntary Termination of Employment, other than for Normal Retirement or for Good Reason.

(a)

Determination of Eligibility. It is intended that eligibility to participate in the Plan will be limited to Eligible Persons, as determined by the Plan Administrator, in its sole and absolute discretion. Once an Eligible Person has been deemed eligible to participate in the Plan, that Eligible Person will remain eligible to

(b)

Limits on Eligibility. The Plan Administrator may at any time, in its sole and absolute discretion, limit the classification of Employees eligible to participate in the Plan and/or may limit or terminate an Eligible Person’s participation in the Plan.

(c)

Eligibility on Initial Employment. If an Eligible Person is employed or elected to the Board during the Plan Year and designated by the Plan Administrator to be a Participant for such year, such Eligible Person may elect to participate in the Plan during the Special Enrollment Period for the remainder of such Plan Year, by completing all required forms.

(d)

Loss of Eligibility Status. A Participant under this Plan who incurs a Termination of Employment will continue as an Inactive Participant under this Plan until the Participant has received payment of all amounts payable to him or her under this Plan. In the event that an Eligible Person ceases active participation in the Plan because the Eligible Person is no longer described as a Participant pursuant to this Section 3.1, or because he or she ceases making deferrals of Compensation, the Eligible Person will continue as an Inactive Participant under this Plan until he or she has received payment of all amounts payable to him or her under this Plan.

(a)

Matching Contribution. The Employer may elect to make a Matching Contribution to the Plan in any Plan Year with respect to all or any portion of the Compensation deferred on behalf of all or some of the Participants, other than Directors, for such Plan Year. With respect to all Participants other than the Company’s then-current Chief Executive Officer, the Plan Administrator or the Board may determine the amount of the Matching Contribution and any terms or conditions relating to the Matching Contribution; with respect to the Company’s then-current Chief Executive Officer, the full Board must determine the amount of the then-current Chief Executive Officer’s Matching Contribution and any terms or conditions relating to the Matching Contribution. Any Matching Contribution credited by the Employer to the Participant’s Account will be in the form of a cash contribution. Matching Contributions for any or all Participants may be subject to a vesting schedule established by the Plan Administrator (or, with respect to the Company’s then-current Chief Executive Officer, the full Board) and communicated to the applicable Participant, such schedules of which do not need to be the same for any two Participants. Any contributions directly credited to the Participant’s Account pursuant to a Matching Contribution will be credited to each Participant’s Account at such times as determined by the Plan Administrator or the Board, as applicable.

(b)

Discretionary Contribution. The Employer may elect to make a Discretionary Contribution to any Participant’s Account at any time, other than a Director’s Account. With respect to all Participants other than the Company’s then-current Chief Executive Officer, the Plan Administrator or the Board may determine the amount of the Discretionary Contribution and any terms or conditions relating to the Discretionary Contribution; with respect to the Company’s then-current Chief Executive Officer, the full Board must determine the amount of the then-current Chief Executive Officer’s Discretionary Contribution and any terms or conditions relating to the Discretionary Contribution. Any Discretionary Contribution credited by the Employer will be in the form of cash contributions. Discretionary Contributions for any or all Participants may be subject to a vesting schedule established by the Plan Administrator (or, with respect to the Company’s then-current Chief Executive Officer, the full Board) and communicated to the applicable Participant, such schedules of which do not need to be the same for any two Participants. Any contributions directly credited to the Participant’s Account pursuant to a Discretionary Contribution will be credited to each Participant’s Account at such times as determined by the Plan Administrator or the Board, as applicable.

(a)

Accounts. The Company may, in its sole and absolute discretion, establish and maintain an Account for each Participant under this Plan. Each Account will be adjusted at least quarterly to reflect the fair market value of the deferrals and interest deemed credited (or debited) pursuant to the Participant’s applicable Investment Options, and any distributions that may have been made pursuant to Article V. In the sole and absolute discretion of the Plan Administrator, more than one Account may be established for each Participant to facilitate record-keeping convenience and accuracy. Each such Account will be credited and adjusted as provided in this Plan.

(b)

Accounts Held in Trust. Amounts credited to Participants’ Accounts may be secured by one or more trusts, as provided in Section 7.1, but will be subject to the claims of the general creditors of each such Participant’s Employer. Although the assets of such trust will be separate and apart from other funds of the Employer and will be used for the purposes set forth therein, neither the Participants nor their Beneficiaries will have any preferred claim on, or any beneficial ownership in, any assets of the trust prior to the time such assets are paid to the Participants or Beneficiaries, as benefits and all rights created under this Plan will be unsecured contractual rights of Plan Participants and Beneficiaries against the Employer. Any assets held in the trust with respect to a Participant will be subject to the claims of the general creditors of that Participant’s Employer under federal and state law in the event of insolvency. The assets of any trust established pursuant to this Plan will never inure to the benefit of the Employer and the same will be held for the exclusive purpose of providing benefits to that Employer’s Participants and their beneficiaries.

(a)

Time of Distribution. Subject to the six (6) month and one (1) day delay applicable to Specified Employees in Section 5.2, a Participant will receive a distribution of his or her vested Plan Account upon a Termination of Employment.

(b)

Manner of Distribution. All Plan distributions shall be paid in the form of cash.

(c)

Taxation of Distributions. All distributions from the Plan will be taxable as ordinary income when received and subject to appropriate withholding of income taxes, as described below.

(a)

(b)

Participant’s Death or Disability. The six (6) month and one (1) day restriction on distributions to Specified Employees under Section 5.2 will not apply in the event of a Participant’s death.

(c)

(d)

(a)

(b)

The Plan Administrator may accelerate payment of all or a portion of a Participant’s vested Account (i) to pay the Federal Insurance Contributions Act (“FICA”) tax imposed under sections 3010, 3121(a) and 3121(v)(2) of the Code (the “FICA Amount”), or (ii) to pay the income tax at source on wages imposed under section 3401 of the Code or the corresponding withholding provisions of applicable state, local or foreign tax laws as a result of the payment of the FICA Amount and the additional income tax at source on wages attributable to the pyramiding section 3401 of the Code wages and taxes; provided, however, that the total payment under this Section 5.6(b) shall not exceed the FICA Amount and the income tax withholding related to the FICA Amount.

(c)

(d)

(a)

(i)

(ii)

(iii)

(b)

(c)

(d)

(a)

(b)

(c)

(a)

(b)

(c)

(d)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

(k)

(l)

(m)

(i)

(ii)

(n)

(o)

(p)

(a)

Initial Claim. In the event that an Employee, Eligible Person, Participant or his or her Beneficiary claims to be eligible for benefits, or claims any rights under this Plan, such “Claimant” must complete and submit such claim forms and supporting documentation as will be required by the Plan Administrator, in its sole and absolute discretion. Likewise, any Claimant who feels unfairly treated as a result of the administration of the Plan, must file a written claim, setting forth the basis of the claim, with the Plan Administrator. In connection with the determination of a claim, or in connection with review of a denied claim, the claimant may examine this Plan, and any other pertinent documents generally available to Participants that are specifically related to the claim.

(b)

Claim Decision. The Claimant shall be notified within ninety (90) days after the claim is filed whether the claim is approved or denied, unless the Plan Administrator determines that special circumstances beyond the control of the Plan require an extension of time, in which case the Plan Administrator may have

(c)

Notice of Denial. If the Plan Administrator denies the claim, it must provide to the Claimant, in writing or by electronic communication, a notice which includes:

(i)

(ii)

(iii)

(iv)

(v)

(d)

Appeal Procedures. A request for appeal of a denied claim must be made in writing to the Plan Administrator within sixty (60) days after receiving notice of denial. The decision on appeal will be made within sixty (60) days after the Plan Administrator’s receipt of a request for appeal, unless special circumstances require an extension of time for processing, in which case a decision will be rendered not later than 120 days after receipt of a request for appeal. A notice of such an extension must be provided to the Claimant within the initial sixty (60) day period and must explain the special circumstances and provide an expected date of decision. The reviewer shall afford the Claimant an opportunity to review and receive, without charge, all relevant documents, information and records and to submit issues and comments in writing to the Plan Administrator. The reviewer shall take into account all comments, documents, records and other information submitted by the Claimant relating to the claim regardless of whether the information was submitted or considered in the initial benefit determination.

(e)

Notice of Decision on Appeal. If the Plan Administrator denies the appeal, it must provide to the Claimant, in writing or by electronic communication, a notice which includes:

(i)

(ii)

(iii)

(iv)

(v)

(vi)

(f)

Claims Procedures Mandatory. The internal claims procedures set forth in this Section 8.6 are mandatory. If a Claimant fails to follow these claims procedures, or to timely file a request for appeal in accordance with this Section 8.6, the denial of the Claim shall become final and binding on all persons for all purposes.

(a)

Corporate Dissolution or Bankruptcy. The Board may terminate and liquidate the Plan within twelve (12) months of a corporate dissolution taxed under section 331 of the Code or with the approval of a bankruptcy court pursuant to 11 U.S.C. § 503(b)(1)(A), provided that the amounts deferred under the Plan are included in

(i)

(ii)

(iii)

(b)

Change in Control. The Board may terminate and liquidate the Plan within the thirty (30) days preceding or the twelve (12) months following a change in control event, as defined in Treasury Regulation § 1.409A-3(i)(5), provided that all plans or arrangements that would be aggregated with the Plan under section 409A of the Code are also terminated and liquidated with respect to each Participant that experienced the change in control event so that under the terms of the Plan and all such arrangements the Participant is required to receive all amounts of compensation deferred under such arrangements within twelve (12) months of the termination of the Plan or arrangement, as applicable. In the case of a change of control event which constitutes a sale of assets, the termination of the Plan pursuant to this Section 10.3(b) may be made with respect to the Employer that is primarily liable immediately after the change of control transaction for the payment of benefits under the Plan.

(c)

Termination of Plan. The Board may terminate and liquidate the Plan provided that (i) the termination and liquidation does not occur by reason of a downturn of the financial health of the Company or an Employer, (ii) all plans or arrangements that would be aggregated with the Plan under section 409A of the Code are also terminated and liquidated, (iii) no payments in liquidation of the Plan are made within twelve (12) months of the date of termination of the Plan other than payments that would be made in the ordinary course operation of the Plan, (iv) all payments are made within twenty-four (24) months of the date the Plan is terminated and (v) the Company or the Employer, as applicable depending on whether the Plan is terminated with respect to such entity, do not adopt a new plan that would be aggregated with the Plan within three (3) years of the date of the termination of the Plan.