
Q:	Why am I receiving these materials?


A:	The board of directors of Unit Corporation, a Delaware corporation, is providing these proxy materials to you in connection with our annual meeting of stockholders. The meeting will take place on May ~~5, 2010.~~1, 2013. As a stockholder, you are invited to attend the meeting and are entitled to and requested to vote on the items of business described in this proxy statement.

Q:
Q:	What is included in these materials?


A:	These materials include:

this Notice of the Annual Meeting of our Stockholders and Proxy Statement (“proxy statement”); and

our Annual Report for the year ended December 31, 2012 (“annual report”).

If you requested printed versions of these materials by mail, they also include the proxy card or vote instruction form for the annual meeting.


Q:	Who can vote?


A:	You can vote if you were a stockholder at the close of business on the record date, March ~~8, 2010.~~4, 2013. On that date, there were ~~47,592,327~~49,142,890 shares outstanding and entitled to vote at the meeting.

Q:
Q:	What information is contained in this proxy statement?


A:	The information ~~included in this proxy statement~~ relates to the various proposals to be voted on at the meeting, the voting process, the compensation of our directors and certain executive officers, and certain other required information.

Q:	*~~Who does~~*
Q:	What is an “NEO?”


A:	An NEO is one of the ~~phrase~~ “named executive officers” ~~refer to~~for whom we provide compensation information in this proxy ~~statement?~~

A:	statement. For purposes of this proxy statement, our ~~named executive officers~~NEOs are:

Larry D. Pinkston, our ~~Chief Executive Officer~~CEO and President;

Mark E. Schell, our Senior Vice President, General Counsel, and Secretary;

David T. Merrill, our Senior Vice President, Chief Financial Officer, and Treasurer;

John Cromling, the Executive Vice President of Unit Drilling Company; and

Bradford J. Guidry, the Executive Vice President of Unit Petroleum Company.

Q:
Q:	Can I access the proxy ~~material~~materials on the Internet?

A:
A:	Yes. We place the proxy ~~material~~materials on our web site~~www.unitcorp.com~~. at www.unitcorp.com.

Q:
Q:	How may I obtain the ~~company’s~~company's latest 10-K?

A:
A:	You may go to our website,www.unitcorp.com,, and download and print a copy of our Form 10-K or you can have one mailed to you at no charge by submitting a request ~~for one~~ to:

Unit Corporation

Attn: Investor Relations

7130 South Lewis Avenue, Suite 1000

Tulsa, Oklahoma 74136

(918) 493-7700

www.unitcorp.com

We will also furnish any exhibit to the ~~2009~~ Form 10-K if ~~specifically requested.~~

you ask for it.

Q:
Q:	Who can attend the meeting?


A:	All stockholders can attend.

Q:
Q:	What am I voting on?


A:	You are voting on:

~~The~~the election of William B. Morgan, John H. Williams, and Larry D. Pinkston to the board of directors for terms ~~that expire~~expiring in ~~2013.~~

2016;

~~The approval of the Unit Corporation 2000 Non-Employee Directors’ Stock Option Plan,~~a non-binding advisory resolution to approve executive compensation as ~~Amended~~disclosed in this proxy statement; and ~~Restated May 29, 2009.~~

~~The~~the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for ~~2010.~~

2013.

Q:
Q:	How do I cast my vote?


A:	If you hold your shares as a stockholder of record, you can vote in person at the meeting or you can vote by mail, telephone, or the Internet. If you are a street-name stockholder, you will receive instructions from your bank, broker, or other nominee describing how to vote your shares.

The enclosed proxy card contains instructions for voting by mail, by telephone, or over the Internet. The proxies identified on the proxy card will vote the shares of which you are the stockholder of record in accordance with your instructions. If you submit a proxy card without giving specific voting instructions, the proxies will vote those shares as recommended by the board.

Q:
Q:	How does the board recommend I vote on the proposals?

A:
A:	The board recommends you vote “~~FOR~~” FOR” each of ~~the proposals.~~Items No. 1, 2, and 3.

Q:
Q:	Can I revoke my proxy?


A:	Yes. You can revoke your proxy by:

~~Submitting~~submitting a new proxy;

~~Giving~~giving written notice before the meeting to our corporate secretary stating that you are revoking your proxy; or

~~Attending~~attending the meeting and voting your shares in person.

Q:
Q:	Who will count the vote?


A:	American Stock Transfer & Trust Company, our transfer agent, will count the vote. A representative of American Stock Transfer & Trust Company will also act as the inspector of election.

Q:
Q:	How many votes must be present to hold the ~~Annual Meeting?~~annual meeting?

In order to conduct business and have a valid vote at the meeting a quorum must be present in person or represented by proxies. A quorum is defined as at least a majority of the shares outstanding on the record date and entitled to vote. In accordance with our amended and restated bylaws or (“bylaws”) and Delaware law, broker “non-votes” and proxies reflecting abstentions will be considered present and entitled to vote for purposes of determining whether a quorum is present.

Q:
Q:	What are broker ~~“non-votes”?~~“non-votes?”

Broker “non-votes” occur when a broker is not permitted to vote shares it holds for a beneficial owner and the beneficial owner does not provide voting instructions. Shares held in a ~~broker’s~~broker's name may be voted by the broker, but only in accordance with the rules of ~~the New York Stock Exchange, or the NYSE.~~various national and regional securities exchanges. Under those rules, the broker must follow the instructions of the beneficial owner. If instructions are not provided, ~~NYSE rules determine whether~~ the broker may generally vote on routine matters but cannot vote on non-routine matters. This means that if you do not provide voting instructions to your broker for the non-routine items on our agenda, your broker will inform the inspector of elections that it does not have the authority to vote your shares ~~based on its own judgment or~~with respect to those matters. This is ~~required~~referred to ~~withhold its vote, and the determination depends on the proposal being voted on.~~as a “broker non-vote.”

Q:
Q:	Which ballot measures are considered “routine” or “non-routine?”


A:	The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2013 (Item No. 3) is a matter considered routine under applicable rules. A broker or other nominee may generally vote on routine matters, and therefore no broker non-votes are expected to exist in connection with Item No. 3.

The election of directors (Item No. 1) and the advisory vote on executive compensation (Item No. 2) are

matters considered non-routine under applicable rules. A broker or other nominee cannot vote without instructions on non-routine matters, and therefore there may be broker non-votes on Item Nos. 1 and 2.


Q:	How many votes are required to approve the proposals?

A:
A:	Directors will be elected by a plurality of the votes cast. ~~The~~This means that the three nominees with the greatest number of “~~FOR~~”FOR” votes will be elected as directors. Votes withheld will have no effect on the election of directors. Broker “non-votes” will be treated as though they are not entitled to vote and will not affect the outcome of the director elections.

Approval of Items No. 2 and 3 requires the affirmative vote of a majority of the shares represented in person or by proxy at the meeting and entitled to vote on the proposal. Abstentions on these matters will be treated as votes against the proposals. Broker “non-votes” will be treated as though they are not entitled to vote and will not affect the outcome of these proposals.

The approval of the amended non-employee directors’ stock plan and the ratification of PWC as our independent registered public accounting firm each require the affirmative vote of a majority of the shares represented in person or by proxy at the meeting and entitled to vote on the proposal. Abstentions on either or both of these two matters will be treated as votes against the proposal. Broker “non-votes” will be treated as though they are not entitled to vote and will not affect the outcome of the proposals.

Q:	*What is the difference between holding shares as a stockholder of record and as a beneficial owner?*


A:	Most of our stockholders hold their shares through a broker or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

~~Stockholder of Record.~~ ~~If your shares are registered directly in your name with the transfer agent, you are considered, with respect to those shares, the~~~~stockholder of record~~~~, and these proxy materials are being sent directly to you. As the~~~~stockholder of record~~~~, you have the right to grant your voting proxy directly to the company or to vote in person at the meeting. We have enclosed or sent a proxy card for you to use.~~

~~Beneficial Owner.~~ ~~If your shares are held in a brokerage account or by another nominee, you are considered the~~~~beneficial owner~~~~of shares held~~~~in street name~~, and these proxy materials are being forwarded to you together with a voting instruction card. As the beneficial owner, you have the right to direct your broker, trustee or nominee how to vote and are also invited to attend the meeting.

Stockholder of Record. If your shares are registered directly in your name with the transfer agent, you are considered, with respect to those shares, the stockholder of record, and these proxy materials are being sent directly to you. As the stockholder of record, you have the right to grant your voting proxy directly to the company or to vote in person at the meeting. We have enclosed or sent a proxy card for you to use.

Beneficial Owner. If your shares are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in street name, and these proxy materials are being forwarded to you together with a voting instruction card. As the beneficial owner, you have the right to direct your broker, trustee or nominee how to vote and are also invited to attend the meeting.

Since a beneficial owner is not the stockholder of record, you may not vote these shares in person at the meeting unless you obtain a “legal proxy” from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the meeting. Your broker, trustee or nominee has enclosed or provided voting instructions for you to use in directing the broker, trustee or nominee how to vote your shares.

~~Since a beneficial owner is not the~~~~stockholder of record~~, you may not vote these shares in person at the meeting unless you obtain a “legal proxy” from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the meeting. Your broker, trustee or nominee has enclosed or provided voting instructions for you to use in directing the broker, trustee or nominee how to vote your shares.

Q:	*What shares are included on my proxy card?*

Your proxy card represents all shares registered to your account in the same social security number and address. However, the proxy card does not include shares held for participants in our 401(k) plan. Instead, those participants will receive from the plan trustee separate voting instruction cards covering these shares. If voting instructions are not received from participants in the plan, the plan trustee will vote the shares in the same proportion as the votes that were cast by participants.

Instead, those participants will receive from the plan trustee separate voting instruction cards covering these shares. If voting instructions are not received from participants in the plan, the plan trustee will vote the shares in the same proportion as the votes that were cast by participants.

Q:
Q:	What does it mean if I get more than one proxy card?


A:	Your shares are probably registered in more than one account. You should vote each proxy card you ~~receive.~~receive according to the instructions on that specific card. We encourage you to consolidate all your accounts by registering them in the same name, social security number, and address.

Q:
Q:	How many votes can I cast?


A:	On each matter, including each director position, you are entitled to one vote per share.

Q:
Q:	What happens if additional matters are presented at the meeting?

Other than the three items of business described in this proxy statement, we are not aware of any other business to be acted on at the meeting. If you grant a proxy, the persons named as proxyholders, Larry D. Pinkston and Mark E. Schell, will have the discretion to vote your shares on any additional matters properly presented for a vote at the meeting. If, for any unforeseen reason, ~~any~~one or more of the ~~board’s~~board's nominees are not available as a candidate for director, the persons named as proxy holders will vote your proxy for that candidate or candidates as may be nominated by the board on the recommendation of the nominating and governance committee.

Q:
Q:	Where can I find the voting results of the annual meeting?


A:	The preliminary voting results will be announced at the annual meeting. The final voting results will be tallied by the inspector of election and published in a current report on Form 8-K, which we are required to file with the SEC within four business days following the annual meeting.


Q:	What is the deadline to propose actions for consideration at next ~~year’s~~year's annual meeting of stockholders or to nominate individuals to serve as directors?

Stockholder ~~Proposals.~~proposals. For a stockholder proposal to be considered for inclusion in our proxy statement for next ~~year’s~~year's annual meeting, the written proposal must be received by our corporate secretary at our principal executive offices no later than November 15, 2010. If the date of next year’s annual meeting is moved more than 30 days before or after the anniversary date of this year’s meeting, the deadline for inclusion of proposals in our proxy statement is instead a reasonable time before we begin to print and mail our proxy materials. Proposals will also need to comply with SEC regulations under Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Proposals should be addressed to:

executive offices no later than November 15, 2013. If the date of next year's annual meeting is moved more than 30 days before or after the anniversary date of this year's meeting, the deadline for inclusion of proposals in our proxy statement is instead a reasonable time before we begin to print and mail our proxy materials. Proposals will also need to comply with SEC regulations under Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Proposals should be addressed to:

Corporate Secretary

Unit Corporation

7130 South Lewis Avenue, Suite 1000

Tulsa, Oklahoma 74136

Fax: (918) 496-6302

For a stockholder proposal that is not intended to be included in our proxy statement under Rule 14a-8, the stockholder must deliver a proxy statement and form of proxy to holders of a sufficient number of shares of our common stock to approve that proposal, provide the information required by our bylaws, and give timely notice to our corporate secretary in accordance with our bylaws, which, in general, require that the notice be received by the corporate secretary:

not intended to be included in our proxy statement under Rule 14a-8, the stockholder must deliver a proxy statement and form of proxy to holders of a sufficient number of shares of our common stock to approve that proposal, provide the information required by our bylaws and give timely notice to our corporate secretary in accordance with our bylaws, which, in general, require that the notice be received by the corporate secretary:

~~Not~~ earlier than the close of business on January ~~5, 2011;~~1, 2014; and

~~Not~~not later than the close of business on ~~February 4, 2011.~~

January 31, 2014.

If the date of the stockholder meeting is moved more than 30 days before or 70 days after the anniversary of our annual meeting for the previous year, then notice of a stockholder proposal that is not intended to be included in our proxy statement under Rule 14a-8 must be received no earlier than the close of business 120 days before the meeting and no later than the close of business on the later of the following two dates:

90 days before the meeting; and

10 days after public announcement of the meeting date.

Nomination of director candidates. You may propose director candidates for consideration by the board's nominating and governance committee. Any recommendations should include the nominee's name and qualifications for board membership and should be directed to our corporate secretary at the address of our principal executive offices set forth above. In addition, our bylaws permit a stockholder to nominate directors for election at an annual stockholder meeting. To nominate a director, a stockholder must deliver a proxy statement and form of proxy to holders of a sufficient number of shares of our common stock to elect the nominee and provide the information required by our bylaws, including a statement by the stockholder identifying (i) the name and address of the

stockholder, as they appear on the company's books, and of the beneficial owner, if any, on behalf of who the nomination or proposal is made, (ii) the class and number of shares of our capital stock which are owned beneficially and of record by the stockholder (and such beneficial owner, if any), (iii) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including any short positions or any borrowing or lending of shares of stock) has been made, the effect or intent of which is to mitigate loss or manage risk of a stock price change for or to increase the voting power of such stockholder or beneficial owner with respect to any shares of stock of the corporation, (iv) a representation that the stockholder is a holder of record of our stock entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to propose the nomination, and (v) a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends (A) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of our outstanding capital stock required to elect the nominee and/or (B) otherwise to solicit proxies from stockholders in support of the nomination. In addition, the stockholder must give timely notice to our corporate secretary in accordance with our bylaws, which, in general, require that the notice be received by the corporate secretary within the January 1, 2014 through January 31, 2014 time period described above.

Copy of bylaw provisions. You may contact our corporate secretary at our principal executive offices for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates. Our bylaws are also available on our website at http://www.unitcorp.com.

~~Nomination of director candidates.~~ You may propose director candidates for consideration by the board’s nominating and governance committee. Any recommendations should include the nominee’s name and qualifications for board membership and should be directed to our corporate secretary at the address of our principal executive offices set forth above. In addition, our bylaws permit a stockholder to nominate directors for election at an annual stockholder meeting. To nominate a director, a stockholder must deliver a proxy statement and form of proxy to holders of a sufficient number of shares of our common stock to elect the nominee and provide the information required by our bylaws, including a statement by the stockholder identifying (i) the name and address of the stockholder, as they appear on the company’s books, and of the beneficial owner, if any, on behalf of who the nomination or proposal is made, (ii) the class and number of shares of our capital stock which are owned beneficially and of record by the stockholder (and such beneficial owner, if any), (iii) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including any short positions or any borrowing or lending of shares of stock) has been made, the effect or intent of which is to mitigate loss or manage risk of a stock price change for or to increase the voting power of such stockholder or beneficial owner with respect to any shares of stock of the corporation, (iv) a representation that the stockholder is a holder of record of our stock entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to propose the nomination, and (v) a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends (A) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of our outstanding capital stock required to elect the nominee and/or (B) otherwise to solicit proxies from stockholders in support of the nomination. In addition, the stockholder must give timely notice to our corporate secretary in accordance with our bylaws, which, in general, require that the notice be received by the corporate secretary within the January 5, 2011 through February 4, 2011 time period described above.

~~Copy of Bylaw Provisions.~~ You may contact our corporate secretary at our principal executive offices for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates. Our bylaws are also available on our website at~~http://www.unitcorp.com~~.

Q:	*How is this proxy solicitation being conducted?*


A:	We have hired ~~The Altman Group, Lyndhurst,~~Alliance Advisors, LLC, Bloomfield, New Jersey, as proxy solicitor to assist in the

distribution of proxy materials and solicitation of votes. We will pay Alliance Advisors a fee of $6,500, plus reasonable out-of-pocket expenses incurred in connection with their proxy solicitation activities on our behalf. We will reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to stockholders. Some of our employees may also solicit proxies. Alliance Advisors or our employees may solicit proxies in person, by telephone and by mail. None of our employees will receive special compensation for these services, which the employees will perform as part of their regular duties.


Q:	What is the company’s fiscal year?

The company’s fiscal year is the calendar year period that ends on the 31^st of December. Unless otherwise stated, all information presented in this proxy ~~materials and solicitation of votes. We will pay~~statement is based on the Altman Group a base fee of $8,000, plus an hourly rate of $250 per hour (not to exceed 10 hours). We will also pay the Altman Group’s out-of-pocket expenses and additional fees for telecommunications and data processing services. We will reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to stockholders. Some of our employees may also solicit proxies. The Altman Group or our employees may solicit proxies in person, by telephone and by mail. None of our employees will receive special compensation for these services, which the employees will perform as part of their regular duties.company’s fiscal year.

Q:
Q:	How can I obtain the ~~company’s~~company's corporate governance information?


A:	Our Internet website is located at~~www.unitcorp.com~~. www.unitcorp.com. You may also enterwww.unitcorp.com/~~corpgov.html~~investor/governance.html for a direct link to the following information:

Our bylaws;

Audit Committee Charter;

Compensation Committee Charter;

Nominating and Governance Committee Charter;

Corporate Governance Guidelines;

Code of Business Conduct and Ethics;

Accounting and Auditing Complaint Procedures;

Policy and Procedures with respect to Related Person Transactions; and

Director Independence guidelines.

~~Our corporate governance webpage also has a link for reporting on any accounting, internal controls, or auditing matters that pertain to us.~~

Our corporate governance webpage also has a link for reporting on any accounting, internal controls, or auditing matters that pertain to us.

CORPORATE GOVERNANCE AND BOARD MATTERS

G~~ENERAL~~

GENERAL GOVERNANCEINFORMATION

We are committed to having sound corporate governance principles. Our Corporate Governance Guidelines and Code of Business Conduct and Ethics are available on our website athttp://www.unitcorp.com/~~corpgov.html~~investor/governance.html and copies of these documents may also be obtained from our corporate secretary. These provisions apply to our directors, employees, and officers, including our principal executive officer, principal financial officer, and principal accounting officer. We will post any amendments or waivers to our Code of Business Conduct and Ethics ~~(to~~that

are required to be disclosed by the ~~extent applicable to our chief executive officer, principal financial officer~~rules of either the SEC or ~~principal accounting officer)~~the NYSE on our website.

Each year, our directors and executive officers are ~~obligated~~asked to complete a director and officer questionnaire which requires disclosure of any transactions with us in which the director or executive officer, or any member of his or her immediate family, have a direct or indirect material interest. Our ~~chief executive officer~~CEO and general counsel are charged with resolving any conflict of interests not otherwise resolved under one of our other policies.

4
D~~IRECTOR~~

DIRECTOR INDEPENDENCECRITERIA

Our board has defined an independent director as a director who the board has determined has no material relationship with the company, either directly, or as a partner, stockholder, or executive officer of an organization that has a relationship with the company. A relationship is “material” if, in the judgment of the board, the relationship would interfere with the ~~director’s~~director's independent judgment. Based on the materiality guidelines adopted by the board, a director is not independent if:

the director, or the ~~director’s “immediate~~director's immediate family ~~member”~~member received as direct compensation any payment from the company in excess of ~~$100,000~~$120,000 during any twelve-month period within the last three years, other than compensation for board service and pension or other forms of deferred compensation for prior service with the company, except that compensation received by an immediate family member for service as an employee of the company (other than as an executive officer) need not be considered in determining independence;

the director is an executive officer or employee of, or his or her immediate family member, is an executive officer of, a company, or other for profit entity, to which the company made, or from which the company received for property or services (other than those arising solely from investments in the ~~company’s~~company's securities), payments in excess of the greater of $1 million or 2% of ~~such company’s~~that company's consolidated gross revenues in any of the last three fiscal years;

the director serves as an executive officer of any tax exempt organization which received contributions from the company in any of the preceding three fiscal years in an aggregate amount that exceeded the greater of $1 million or 2% of ~~such~~that tax exempt ~~organization’s~~organization's consolidated gross revenues.

Any person who, or whose immediate family member(s), has within the last three years had any of the following relationships with the company does not qualify as an independent director.

•

Former employees. No director will be independent if he or she is currently, or was at any time within the last three years, an employee of the company.

Interlocking directorships. No director, and no immediate family member of a director, may currently be, or have been within the last three years, employed as an executive officer of another company where any of our present executive officers at the same time serves or served on that company's compensation committee.

Former executive officers of company. No director will be independent if he or she has any immediate family member that is currently, or was at any time within the last three years, an executive officer of the company.

Former auditor. No director will be independent if (i) he or she or an immediate family member is a current partner of a firm that is the company's internal or external auditor; (ii) the director is a current employee of such a firm; (iii) the director has an immediate family member who is a current employee of such a firm; and who participates in the firm's audit, assurance or tax compliance (but not tax planning) practice; or (iv) the director or an immediate family member was at any time within the last three years but is no longer a partner or employee of such a firm and personally worked on the company's audit within that time.

~~Former employees.~~ ~~No director will be independent if he or she is currently, or was at any time within the last three years, an employee of the company.~~

•

~~Interlocking directorships.~~ No director, and no immediate family member of a director, may currently be, or have been within the last three years, employed as an executive officer of another company where any of our present executive officers at the same time serves or served on that company’s compensation committee.

•

~~Former executive officers of company.~~ ~~No director will be independent if he or she has any immediate family member that is currently, or was at any time within the last three years, an executive officer of the company.~~

•

~~Former auditor.~~ No director will be independent if (i) he or she or an immediate family member is a current partner of a firm that is the company’s internal or external auditor; (ii) the director is a current employee of such a firm; (iii) the director has an immediate family member who is a

current employee of such a firm; and who participates in the firm’s audit, assurance or tax compliance (but not tax planning) practice; or (iv) the director or an immediate family member was at any time within the last three years but is no longer a partner or employee of such a firm and personally worked on the company’s audit within that time.

Additional requirements for audit committee members. A director is not considered independent for purposes of serving on the audit committee, and may not serve on the audit committee, if the director:

receives directly or indirectly any consulting, advisory, or compensatory fee from the company, other than fees for service as a director or fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the company (provided that such compensation is not contingent in any way on continued service); or

is an affiliated person of the company or its subsidiaries, as determined in accordance with SEC regulations. In this regard, audit committee members are prohibited from owning or controlling more than 10% of any class of the ~~company’s~~company's voting securities or such lower amount as may be established by the SEC.

Additional requirements for compensation committee members. A director is not considered independent for purposes of serving on the compensation committee, and may not serve on the compensation committee, if the director:

receives directly or indirectly any remuneration as specified for purposes of Section 162(m) of the Internal Revenue Code;

has ever been an officer of the company; or

has a direct or indirect material interest in any transaction, arrangement or relationship or any series of similar transactions, arrangements or relationships required to be disclosed under SEC Regulation S-K Item 404(a) and involving, generally, amounts in excess of $120,000.

5
D~~IRECTOR~~

DIRECTOR INDEPENDENCEDETERMINATIONS

The board has determined that at the present time William B. Morgan, John H. Williams, J. Michael Adcock, Gary R. Christopher, Robert J. Sullivan Jr. ~~and~~, Steven B. Hildebrand, and Larry C. Payne have no material relationship with the company (either directly or as a partner, stockholder, or officer of an organization that has a relationship with the company) and is independent within the meaning of both our director independence standards and those of the NYSE, as currently in effect. The board has also determined that each of the current members of its three standing committees has no material relationship with the company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the company) and is “independent” within the meaning of our director independence standards.

For transactions considered in making the director independence determinations, please see “Related Person Transactions” section beginning on page 45.

R~~OLE~~

ROLE OFTHEBOARDINOURRISKMANAGEMENTPROCESS

Oversight of risk management committee.

Our board plays an important but non-scripted role in the oversight of actions we take to manage certain of the potentially significant risks we face. Historically, the primary responsibility for monitoring those risks resided with our audit committee through itsboard’s oversight of our ~~internal controls and procedures. In early 2009, we began to develop an enterprise~~ risk management ~~plan, and, in June 2009, a~~activities is delegated to our audit committee. The audit committee manages this responsibility by maintaining regular contact with our vice president of corporate planning, who oversees our risk management committee. The risk management committee was ~~established. Currently the committee~~established in April of 2009, and is staffed by ~~eleven~~employees of our executive and operations ~~management employees. Our director of corporate planning is responsible for coordinating the efforts~~management. The objective of this ~~committee. During the second half of 2009, this~~ committee ~~began~~is to identify and analyze ~~risks~~factors that ~~could potentially~~might pose a significant risk to our company as a whole. In the fall of 2009, the committee began the process of conducting an in-depth risk ~~analysis~~analyses of the most significant potential risks initially identified. As necessary and ~~where it was determined to be necessary or~~ feasible, ~~developing a~~ remediation ~~plan~~plans have been developed for the highest-priority ~~risks identified.~~risks. In April 2010, the committee completed its first full report and presented its findings to the audit committee. The ~~director~~committee has continued its annual risk analysis since that time. The vice president of corporate planning ~~provided~~provides periodic progress reports directly to the audit committee, which provides input and ~~will continue~~direction that is communicated back to ~~do so until all phases of~~ the ~~plan are complete.~~risk management committee. The audit committee ~~made~~keeps the full board updated on the ongoing risk management activities of the company and ~~continues to make recommendations~~reports any significant findings to the committee concerning the scope and nature of the risk assessment plan. The audit committee will continue to oversee, on behalf of the board, our ongoing efforts to develop and implement our risk management plan.

board. In addition, ~~to the general oversight exercised by the audit committee over our risk~~ management ~~practices, our board exercises control over the specific~~discusses its highest priority risks ~~entailed in our hedging~~ and derivatives activity. Our hedging activities are undertaken within the parameters set by our board or as otherwise instructed by the board at the time it approves a proposed hedging transaction. We use hedging transactions in two ways: to hedge the interest we incur under our banking credit facility, and to reduce price volatility and risks associatedremediation plans with the ~~prices we receive for~~full board.

Oversight of hedging activities. We hedge some of our oil, natural gas, and natural gas liquids production. ~~Our~~The objective of our hedging program is to manage, to a degree, our exposure to changes in commodity prices. Any risk to our company from our hedging activities is overseen by our board. The board ~~reviews and approves~~defines the scope of our permissible hedging or derivatives activities. The audit

committee (and, ultimately, the board) monitors our hedging activities on ~~a regular basis, and our activities in that regard are monitored by the audit committee and, ultimately, the board.~~

an ongoing basis.

B~~OARD~~

BOARD STRUCTUREANDCOMMITTEES

Our board is currently structured so that the principal executive officer (our CEO) and board chair positions are separate. Our Corporate Governance Guidelines provide that the board has no policy with respect to separation of these positions.

Our board believes that the decision to combine or separate those positions should be an ad hoc decision based on the qualities of the individuals being considered to fill them at a given point in time. Our board's oversight of risk management has had no effect on our leadership structure.

The current structure is a result of specific facts and circumstances and not a specific governance policy. When Mr. Nikkel chose to step down as CEO and retain only his Chairman position in 2005, both he and Mr. Pinkston had many years of leadership experience with the company, along with the valuable knowledge that such experience provides. Separating the Chairman and CEO positions at that time was part of the succession plan for Mr. Nikkel, and the board felt that his ongoing service as Chairman would be a continuing benefit to the company. Accordingly, the board chose to have Mr. Nikkel continue in his role as Chairman, and elected Mr. Pinkston to succeed him as CEO. Our board still believes that the combined experience and knowledge of Messrs. Pinkston and Nikkel, strengthened further by several years of successful leadership and collaboration under the current structure, continues to benefit the company. At this time and in view of the individuals involved, maintaining the separation of the CEO and Chairman positions is the most appropriate leadership structure.

Our board does not have a “lead independent ~~director,~~director.” ~~though one of its~~However, Mr. Adcock, an independent ~~directors does preside~~director, presides over ~~all~~the executive sessions of the board.

As of the date of this proxy statement, our board has ~~nine~~ten directors and the following three standing committees:

audit;

compensation; and

nominating and governance.

The board is divided into three ~~classes with~~classes. Classes I and II each ~~class consisting~~consist of three directors and Class III consists of four directors. Directors serve for a three year term.

Each of the ~~board’s~~board's three standing committees operates under a written charter adopted by the committee.

Each ~~committee’s~~committee's charter is available at our website at~~http://~~www.unitcorp.com/~~corpgov.html~~.investor/governance.html. In addition, copies of these charters may also be obtained from our corporate secretary.


(3)	The stock appreciation rights (all settled in stock) and options have all vested, but have not been exercised.


(4)	These unvested shares of restricted stock over which the named executive officer or director has voting power but not investment power were awarded as follows:

Parker Drilling Company
Patterson – UTI Energy, Inc.
Pioneer Drilling Company
SandRidge Energy, Inc.*
SM Energy Company
Whiting Petroleum
*("SandRidge"), no longer a peer company,
effective February 2013.
This group of companies was chosen as the peer group because they are energy companies deemed to be comparable in revenue size, and to be competing for the same executive (and non-executive) talent as the company. At the compensation committee's February 2013 meeting, when 2012 cash bonus award decisions were made, it was determined that, prospectively, SandRidge Energy, Inc. ("SandRidge") would no longer be included in the peer group for purposes of determining NEO compensation. SandRidge was removed from the peer group because it was the consensus of the committee that its executive compensation practices were not providing a meaningful comparison for the company, and that the peer group without SandRidge would be a more appropriate peer group. The committee decided not to designate a replacement for SandRidge, so the peer group will consist of 12 companies.

2012 salaries.Salaries for ~~2009.~~ ~~As previously noted, the 2009 salaries for our named executive officers~~2012 were ~~determined~~set in early December ~~of 2008. Due to the unusual~~2011, and ~~fluid economic conditions then existing, our management~~were effective January 1, 2012. Mr. Pinkston had recommended ~~that there be no salary increases~~raises for the named executive officers (or for non-executive employees) for 2009. In addition, our management also recommended that there be no annual bonuses or long term incentive awards issued to the named executive officers. Management’s recommendations were not based on the company’s operational and financial results for 2008, but were made in view of the rapid and increasing deterioration in all sectors of the United States and world economies. It was management’s decision that given the uncertainty of what could happen in the future the company would be best served by preserving the cashnon-NEO employees that would ~~otherwise be used to pay for any possible increases in salary or annual cash bonuses. The compensation committee and full board concurred with management’s~~

~~recommendations, and~~place the ~~2009 salaries for our named executive officers remained~~majority of them at the ~~following 2008 levels:~~

~~Mr. Pinkston – $600,000~~

~~Mr. Schell – $300,000~~

~~Mr. Merrill – $290,000~~

~~Mr. Cromling – $290,000~~

~~Mr. Guidry – $290,000~~

50~~Year-end 2008 annual bonus and incentive award determinations.~~ ~~For the same reasons that salaries for 2009 were not changed, no annual bonus or incentive awards were paid or awarded to our named executive officers in December 2008.~~^th

~~Salaries for 2010.~~ At the December 2009 compensation committee meeting, our chief executive officer presented his recommendations for 2010 salaries for the other named executive officers. Consistent with past practice, he did not make a recommendation regarding his compensation. Our chief executive officer had previously determined that the company’s other employees would receive an overall average increase in their salary percentile of ~~6.2% for 2010. His decision was based primarily on the total of the 2009 salary increases for nonexecutive employees at other energy sector companies,~~market targets as reflected in the Mercer ~~2009~~2011 US MTCS Compensation Survey for the Energy Sector. He also recommended that a subgroup of non-executive employees identified as top performers be compensated, on average, at approximately the 63^rd percentile of their market targets. For the non-CEO NEOs, his recommendation was that they receive raises comparable to those of the high performing non-executive

employees, or at approximately the 63rd percentile of their respective market targets. Mr. Pinkston ~~recommended~~made no recommendation as to his 2012 salary.

In making its 2012 salary determination, the committee ~~that for the other named executive officers they should also receive~~considered peer company salary ~~increases for 2010 consistent with the 6.2% average increase being made with respect~~information provided to the company’s other employees. Mr. Pinkston’s recommendations for enterprise-wide salary increases of 6.2% took into consideration the fact that all current employees, both named executive officer and otherwise, had forgone raises the preceding year and had fallen behind as compared to peer pay levels. His recommendationit by Villareal. That information was ~~not~~ based on ~~specific individual performance reviews.~~

~~In view of recommendations made by our chief executive officer~~proxy information from the ~~committee analyzed the appropriateness of a 6.2%~~13-company peer group that, at that time, included SandRidge.

Villareal also provided salary increase for our named executive officers. As applied, a 6.2% salary increase for the named executive officers would provide 2010 salary levels generally consistent with the salary levels of similar executives at peer companies reflected in two reports prepared by Villareal for the committee.

~~Villareal’s first report analyzed the results of two surveys:~~

A survey by the Economic Research Institute, showing that 2009 salary increases, both in Oklahoma and nationally, had been between 2.6% and 2.7%, with management and executive increases between 2.5% and 2.8% both locally and nationally; and

A survey by World at Work, projecting salary increases for 2010 in the southern region of its survey at between 2.8% and 2.9%, and projecting national salary increases at between 2.8% (all industries) to 3.5% (extractive industries).

As among the companies represented in those surveys, the combined salary increases for years 2009 and 2010 were between 5.3% and 6.3%. This placed the 6.2% salary increase being considered for the company’s named executive officers within the two-year salary increase range reflected in the surveys.

Villareal provided the committee members with a second report, comparing the actual 2009 salaries of our named executive officers to the average projected 2010 salaries for similarly-situated executives in two additional groups:

~~The “Survey Group.” The data for this group is~~information based on the ~~average~~following surveys:

Economic Research Institute’s “Salary Assessor” for energy companies of comparable ~~named executive officer salaries reflected under three different sets of surveys:~~

revenue size;

~~The Mercer Survey of Energy Companies in the U.S. (April 2009);~~

~~The Salary Assessor survey from the Economic Research Institute (dated October 2009 and covering 2,000 industries, 300 cities and 6,200 executives); and~~

~~The~~Towers Watson ~~Wyatt~~ Data ~~Services ECS~~Services’ “ECS Industry Report on Top Management Compensation, ~~(April 2009).~~

~~The “Proxy Group.~~” ~~The~~for energy companies of comparable revenue size;

2011 Mercer Survey of companies with revenues in the $1.0 to $3.0 billion range; and

2011 ECI Survey of energy companies of $750 million to $1.5 billion in revenues.

Villareal “aged” the survey data, ~~for this group was~~adjusting upward by 4.1% on an annual basis, in order to bring the April 2011 data current with projected executive salaries at December 2011. Villareal chose the 4.1% multiplier based on the ~~average 2008~~2011/2012 World at Work Salary Budget Survey on salary increases projected for executives for 2012. Villareal also adjusted the survey figures used for Mr. Schell, the company’s Senior Vice President, General Counsel, and Secretary. The survey figures for the general counsel position were adjusted upward by 15% to better reflect the additional responsibility of Mr. Schell’s position compared to those of other general counsels; Mr. Schell is not only general counsel, but also oversees the company’s Human Resources, Risk Management, and Training departments, as well as its Workers’ Compensation programs. As adjusted, the Villareal materials reflected the following:



Position	Current Salary ($000’s)	Survey Group 50th Percentile Salary ($000’s)	Survey Group 75th Percentile Salary ($000’s)	Peer Group 50th Percentile Salary ($000’s)	Peer Group 75th Percentile Salary ($000’s)
CEO L. Pinkston	684.0	701.6	862.9	652.7	810.8
Senior Vice President, Secretary and General Counsel M. Schell	342.6	371.8	418.6	309.5	394.5
Senior Vice President, CFO and Treasurer D. Merrill	331.0	387.5	450.0	333.1	428.7
Executive Vice President, Drilling J. Cromling	331.0	348.6	445.9	N.A.	N.A.
Executive Vice President, E&P B. Guidry	331.0	350.7	420.9	N.A.	N.A.

The committee determined that the non-CEO NEOs should be paid salaries ~~for similar executives~~on par with those of the company’s highest-performing non-executive employees. The committee's approved salary increases placed the non-CEO NEOs at ~~a group~~the 62.5 percentile of ~~15 companies whose proxies had been examined and who had been chosen because they were energy companies with 2008 revenues between $610.8 million and $2.25 billion. Those companies are:~~

~~Newfield Exploration~~

~~Patterson UTI Energy~~

~~Helmerich & Payne~~

~~Cimarex Energy Company~~

~~Forest Oil Corporation~~

~~Denbury Resources, Inc.~~

~~St. Mary Land & Exploration~~

~~Whiting Petroleum Corporation~~

~~W&T Offshore~~

~~Petrohawk Energy~~

~~Precision Drilling Trust~~

~~Cabot Oil & Gas Corporation~~

~~Parker Drilling Company~~

~~Stone Energy Corporation~~

~~Pioneer Drilling.~~

~~The table below reflects a comparison, by executive position, of our named executive officers’ 2009 salaries as compared with that~~the market rates reflected in the ~~Survey Group and Proxy Group surveys. Also included is a comparison of where~~Villareal materials. The Villareal materials indicated that compensating Mr. Pinkston at the ~~named executive officers’ 2010 salaries would be based on a 6.2% increase over 2009 levels.~~

Position Unit
Corp
2009
Salary
($) Unit
Corp as
proposed
2010
Salary
($) Survey
Group
Average
Salary
($) Proxy
Group
Average
Salary
($)
President/Chief Executive
Officer 600,000     637,000     646,700     578,500
Vice President/ Legal Counsel 300,000    318,600    319,900    268,700
Chief Financial Officer 290,000    308,000    353,900    311,700
Executive Vice President,
Drilling
290,000    308,000    261,900    384,900
Executive Vice President, Exploration 290,000    308,000    315,100    225,000

The committee found that a 6.2% salary increase for the named executive officers resulted in competitive salaries within the ranges reflected by the peer data provided by Villareal. Based on its review, the committee approved and recommended to the full board that it approve a 6.2% salary increase for 2010 for eachsame 62.5 percentile of the ~~company’s named executive officers, including that of our chief executive officer. The board agreed with the committee’s recommendation~~

~~and approved~~market would result in a ~~6.2%~~ salary increase for all of our named executive officers, including our chief executive officer. No detailed performance review was conducted as to the specific performance of the individual named executive officers. The resulting 2010 salaries for our named executive officers are:

~~Mr. Pinkston - $637,000~~

~~Mr. Schell - $318,600~~

~~Mr. Merrill - $308,000~~

~~Mr. Cromling - $308,000~~

~~Mr. Guidry - $308,000~~

~~2010 annual bonus and long-term incentive awards.~~ ~~In February 2010, Villareal provided the committee members with reports reflecting the cash compensation history for each of the named executive officers for the period~~ranging from 2005 to 2008, as well as the stock and option award history for each of those executives for the years 2006 through 2008. No other wealth accumulation analysis was provided to or looked at by the committee.

Villareal also provided the committee with an analysis they had prepared containing information derived from SEC filings for the same Peer companies identified in the previous discussion regarding the “The Proxy Group.”

~~Based~~$731,750 (based on the peer ~~data~~group data) to $780,250 (based on the published survey data). The committee noted that the raises for the non-CEO NEOs ranged between 17% and ~~in view of the executives’ cash~~21%, and ~~equity incentive awards history (including the fact~~agreed that ~~no awards had been issued in the previous year), the committee determined that both a cash bonus and~~$760,000, an ~~equity incentive award~~11% raise, would be appropriate for the CEO’s 2012 salary. Accordingly, the salaries for our ~~named executive officers.~~

NEOs for 2012 were:

Mr. Pinkston – $760,000

Mr. Schell – $400,000

Mr. Merrill – $400,000

Mr. Cromling – $400,000

Mr. Guidry – $400,000

~~2010 annual bonus~~2012 long-term incentive awards. 2012 long-term incentive awards. were addressed at the committee's February 14, 2012 meeting. The ~~committee’s decision~~company’s 2011 financial and operational results, in the form available at that time, were provided to ~~make a cash bonus award to our named executive officers was based on three main considerations: 2009 performance outcomes, the committee’s desire to bring the named executive officers up to what~~ the committee perceived to be market levels for bonuses, and, in view of their cash compensation histories, to make an adjustment for the absence of any bonus awards made for 2008 or in 2009. Of the three, the first - 2009 performance outcomes - was the principal consideration used by the ~~committee. Because one~~chairman. Among the highlights of those results were the ~~three elements that went into this decision could be interpreted to mean that these~~following:

Corporate

Exceeded budgeted cash ~~bonuses were deemed to be “earned in 2009,” we are including them in this proxy report as part of 2009 compensation.~~

flow by 18%;

~~The committee reviewed a summary of the company’s 2009 performance, noting the following positive results:~~

~~At the corporate level, the company:~~

~~Surpassed~~Exceeded budgeted ~~EBITDA;~~

net income by 16%;

~~Moved quickly to eliminate overhead and costs associated with the current economic crises and fall of commodity prices;~~

~~Derived $97~~Received $4 million of cash flow from ~~its~~ hedging ~~program;~~program during 2011;

Completed $250 million Senior Subordinated Notes debt offering;

Increased net income by 34%;

Increased net income per diluted share by 32%; and

~~Ended the year with only $30 million of long term debt, a $170 million reduction from year end 2008.~~

~~The company’s drilling segment:~~

~~Sold 3 mechanical rigs during 2009;~~

~~Achieved a 1.87 OSHA total recordable incident rate, down from 5.48 in 2008, as compared to industry incident rate of 2.84 for 2009;~~

Maintained a debt to capitalization ratio of 13%.

Drilling Segment


•	Increased operating rigs from 70 in 1^st quarter 2011 to 82 in the 4^th quarter;

Added seven new 1500 hp drilling rigs;

Increased cash flow ~~margin~~ per rig ~~of $6,900~~ per day;

Increased number of drilling rigs operating in the Bakken shale of North Dakota; and

~~Renegotiated contracts to postpone or cancel the acquisition of additional equipment for substantial savings to the company.~~

Exceeded budgeted cash flow by 23%.

~~The company’s exploration~~

Exploration and ~~production segment:~~

Production Segment

Replaced ~~113%~~202% of annual production, ~~replacement with new reserves (this figure would have been 175% absent any required revisions);~~

141% of which was through drilling activities;

Finished the year with ~~approximately 577 BCFE~~reserves of ~~proved~~116.0 million barrels of oil equivalents;

Increased annual oil and gas ~~reserves;~~

~~Achieved annual~~ production ~~of 60.7 BCFE;~~

by 23%;

~~Completed 95 gross wells with a 94% success rate;~~

Increased oil and gas reserves by 12%;

Increased oil and natural gas liquids production by 55%;

Increased present value of oil and gas reserves by 23%; and

Exceeded budgeted cash flow by 10% on.

Midstream Segment

Completed construction of a ~~debt adjusted per share basis;~~

16 mile 16-inch gathering system in Preston County, Virginia;

~~Developed its horizontal drilling program, including both geological~~Began construction of a gathering system in Allegheny and ~~engineering capabilities that will provide a substantial part of our 2010 drilling program; and~~

Butler counties in Pennsylvania;

~~Under previous SEC pricing parameters achieved a 164% production replacement with new reserves.~~

~~The company’s mid-stream operating segment:~~

~~Added an additional 69 miles of pipeline (9% increase);~~

~~Connected 37 new wells to its gathering systems; and~~

Increased ~~2009~~ processing volumes per day and liquids sold volume per day by ~~12%~~41% and ~~24%~~52%, ~~respectively.~~

respectively;

Increased natural gas volumes gathered by 17%;

Completed construction of a gathering systems and processing plant in Grant County, Oklahoma;

Signed processing contract with a potential major producer in the Mississippi play; and

Began construction of a gathering system and processing plant in Noble and Kay counties of Oklahoma.

In addition to the above financial and operational results, the committee reviewed the CEO Assessment Survey for 2011 performance completed by the non-CEO directors. That survey indicated that on the whole the directors felt that the CEO was performing at a skilled or highly-skilled level.

The committee reviewed materials prepared by Villareal summarizing the total compensation paid to our NEOs as compared to similarly-situated executives in the peer group (both with and without SandRidge, as explained further below), along with information comparing our NEOs’ long- and short-term incentives to similar executives at the peer companies for the three previously-completed fiscal years. Peer group proxy information set forth in Villareal's materials indicated that for 2007 - 2010 the average long-term incentive awards paid to the highest-paid executive at the peer companies (excluding Sandridge's CEO) were paid at 419.4% of salary, compared to Mr. Pinkston's long-term incentives, which amounted to 177% of salary for that same time period. The Villareal materials reflected that long-term incentives for the 2nd-5th highest paid executives in the peer group (including Sandridge) for 2007 - 2010 were paid at 286.4% of salary, compared to our non-CEO NEOs' long-term incentives over the same

period, which came to an average of 115.4% of salaries for that period. Villareal's materials also showed that for 2010, which was the most recent year for which complete proxy information was available, the average long-term incentive compensation paid to the highest paid executive in the peer group (excluding Sandridge's CEO) was 495.5% of salary, compared to the 266.6% of salary paid to Mr. Pinkston as 2010 long-term incentive compensation. Similarly, proxy data for 2010 for the 2nd-5th highest paid executives at the peer group (including Sandridge) reflected long-term incentives paid at 338.5% of salary, compared to the 148.7% of salary paid as 2010 long-term incentives to our non-CEO NEOs. The Villareal materials showed that, for all five NEOs as a group, 2010 long-term incentives in the peer group (excluding data for Sandridge's CEO) were paid at 386.2% of salary, compared to 2010 long-term incentives for our NEO group, which was paid at an average of 188.7% of salary.

Mr. Pinkston recommended that 2012 long-term incentives for the non-CEO NEOs should be calculated using 329% of salary as the market-based target. He recommended that the actual long-term incentive award for the non-CEO NEOs be at 99.3% of that 329%-of-salary target, or an actual award of 326.86% of salary for that group (including Mr. Bob Parks, President of our midstream segment, and the four non-CEO NEOs) as a whole. More specifically, Mr. Pinkston recommended that Mr. Guidry receive an award that placed him at 362.54% of salary, and that the other non-CEO NEOs receive awards placing them between 317.22% and 321.07% of salary, reflecting the allocation of a greater percentage of the available awards to Mr. Guidry due to his segment’s outstanding performance in 2011. The committee agreed ~~that 2009 performance results supported a cash bonus award.~~ with Mr. Pinkston’s recommendations for the non-CEO NEOs.

The committee ~~then reviewed data provided by Villareal in determining~~determined that applying the ~~amount~~326.86% of ~~these bonuses.~~

~~Villareal provided~~salary multiplier used for the non-CEO NEOs as a group would be appropriate for our CEO as well. Accordingly, the committee ~~with an incentive compensation analysis report which included~~authorized the following ~~survey-based comparison of average bonuses by position as a percentage of salary:~~

Position Watson
Wyatt
Survey⁽¹⁾ ERI⁽²⁾ Mercer⁽³⁾ Average
Bonus
(% of
salary)
President/Chief Executive Officer (compared to Mr. Pinkston) 124.4% 97.3% 92.1% 104.6%
Chief Legal Officer
(compared to Mr. Schell)
53.1% 29.5% 81.2% 57.9%
Chief Financial Officer
(compared to Mr. Merrill)
77.7% 58.2% 70.6% 68.8%
Head of Drilling Division
(compared to Mr. Cromling)
- - 53.1% 53.1%
Head of Exploration
(compared to Mr. Guidry)
- - 66.8% 66.8%

⁽¹⁾ ~~Watson Wyatt “ECS Industry Report on Top Management Compensation” survey, 2008/2009.~~long-term incentive restricted stock awards to our NEOs:

⁽²⁾ ~~The “Salary Assessor – Economic Research Institute Survey” 2009.~~

⁽³⁾ ~~Mercer “Survey of Energy Companies in the U.S.” 2009 survey.~~

~~Villareal’s incentive compensation report also included information on the target bonus as a percent of salary by position, as follows:~~

Position Watson Wyatt
Survey⁽¹⁾ Villareal &
Associates
Survey⁽²⁾
President/Chief Executive Officer (compared to Mr. Pinkston) 76.6% 95.0%
Chief Legal Officer
(compared to Mr. Schell)
43.4% -
Chief Financial Officer
(compared to Mr. Merrill)
50.3% -
Chief Division Executive
(compared to Messrs. Cromling and Guidry)
46.7% -

⁽¹⁾ ~~ECS Industry Report on Top Management Compensation, Watson Wyatt Data Services 2008/2009.~~

⁽²⁾ ~~Energy Industry Report on Compensation Practices, Villareal & Associates 2009.~~

Based on the survey information presented to them by Villareal, as well as Villareal’s target recommendations (75% of salary for our chief executive officer, 50% of salary for all other named executive officer’s) derived from those surveys, the committee members determined that the target amounts for our named executive officers would be 75% of salary for Mr. Pinkston ~~and 50% of salary for each of Messrs.~~– 46,335 shares

Mr. Schell – 23,168 shares

Mr. Merrill – 22,115 shares

Mr. Cromling ~~and Guidry.~~ – 22,115 shares

Mr. Guidry – 25,274 shares

The committee further determined that ~~in view~~30% of the long-term incentives set forth above should vest subject to performance conditions, and that 70% should be time vested. The committee determined that the 30%:70% allocation continues to reflect a reasonable allocation of at-risk compensation to time-based compensation. For the 70% that was to vest over time, the committee determined it should vest in three equal annual installments starting March 9, 2013. The performance-based shares will vest in an amount that will be determined based on application of

the following formula, which measures total stockholder return as compared to our peer companies:

Total Stockholder Return (“TSR”) =

Ending stock price – Beginning stock price + Dividends

Beginning stock price

For purposes of the formula, the ending and beginning common stock price used will be calculated using the average of the closing price of our common stock on the NYSE for the 15-day period ending on the start and end of the designated performance period (February 14, 2012 – February 14, 2015) and the peer company stock prices will be determined in the same manner.

The number of performance-based shares that ultimately vest for the NEOs will be determined by the TSR of the company relative to the TSR of the peer companies at the end of the performance period, as follows



Company’s Performance Percentile Rank (Unit TSR vs. Peer TSR)	Vesting (% that will vest)
90	150%
75	125%
60	100%
50	75%
40	50%

If our TSR is less than the 40^th percentile of peer TSR levels at the end of the performance period, none of the performance-based shares will vest.

2012 annual cash bonus awards paid in 2013.

The committee made its 2012 short-term incentive cash bonus award determination in February of 2013. The award was structured so that 50% of the target bonus was performance-based, and 50% was discretionary. The committee continues to believe that the 50:50 allocation is an appropriate mix of formula-based objective performance measures and committee discretion. The discretionary component allows the committee to adjust for any unforeseen circumstances (such as unusual commodities prices) or unintended consequences arising from the application of the performance metrics.

Performance-based Component of Short-term
Incentive Cash Bonus Awards.

The performance-based short-term incentives comprised two separate awards, a “financial performance award,” and a “scorecard award.” The financial performance award was computed in the same manner for all segments of the company, but weighted more heavily for Messrs. Pinkston, Schell, and Merrill, the corporate NEOs (60% of the total performance-based bonus amount), and less heavily for Messrs. Guidry and Cromling, NEOs who head business operating segments (20% of total performance-based bonus amount).

The total performance-based incentives available to the NEOs for 2012 were multipliers of their salaries that were based on the level of performance achieved, as follows:



Incentive range for performance-based total of short-term incentives (Financial Performance Award + Scorecard Award) (% of salary)
Name	Threshold	Target	Outstanding
Mr. Pinkston	18.75%	37.5%	75.0%
Mr. Schell	12.5%	25.0%	50.0%
Mr. Merrill	12.5%	25.0%	50.0%
Mr. Cromling	12.5%	25.0%	50.0%
Mr. Guidry	12.5%	25.0%	50.0%

Because the short-term incentive target awards were designed to be 50% performance-based and 50% discretionary, the percentage-of-salary multipliers set forth in the above table reflect 50% of the standard multipliers believed by the committee to represent the multiplier of salary that was the then-current market target for short-term incentives for executives in similar positions based on the market-based survey data.

Financial performance award. For purposes of the 2012 financial performance award, NEO performance was measured in terms of the ratio of our consolidated annual cash flow to our average total annual assets, as compared to the same ratio for our peer group. Peer group performance was determined based on analyst's published projected financial performance levels for the performance year (i.e., 2012). Depending on the performance level achieved, the incentive opportunity ranges for the NEOs were as follows for the financial performance award:



Name	Threshold	Target	Outstanding
Mr. Pinkston	11.25%	22.5%	45.0%
Mr. Schell	7.5%	15.0%	30.0%
Mr. Merrill	7.5%	15.0%	30.0%
Mr. Cromling	2.5%	5.0%	10.0%
Mr. Guidry	2.5%	5.0%	10.0%

The incentive ranges reflected for Messrs. Pinkston, Schell, and Merrill for 2012 were 60% of the total ranges available for the performance-based total short-term incentive, reflecting the 60% weighting of this financial performance factor for the corporate NEOs. For Messrs. Cromling and Guidry, it was 20% of the total available incentive, reflecting the established weighting for the business segments. If the threshold level of performance had not been achieved, there would have been no payout on the financial performance award.

Performance at the 25^th percentile of the peer group constituted “threshold” performance; 50^th percentile performance constituted “target” performance, and 75^th percentile performance constituted “outstanding” performance. The amount payable for performance falling

between two performance levels is determined by interpolation.

Scorecard Award. The scorecard component of the 2012 short-term incentive award was based on the performance of our three primary operating segments, and the performance metrics differed for each segment. The scorecard award for Messrs. Pinkston, Schell, and Merrill, our corporate-level NEOs, is referred to as the “corporate scorecard award.” Our other two NEOs, Messrs. Guidry and Cromling, are heads of two of our operating segments, and their scorecards are based on operating metrics relevant to their segments. Mr. Cromling’s scorecard award is referred to as the “drilling segment scorecard award,” and Mr. Guidry’s scorecard award is referred to as the “exploration and production segment scorecard award.” We have a third main operating subsidiary, Superior Pipeline Company, LLC (“Superior”). While Superior’s President is not an NEO and his compensation is not covered in this proxy statement, his segment’s scorecard, the “midstream segment scorecard” factors into the Corporate scorecard award and is detailed below.

2012 corporate scorecard award. The scorecard for Messrs. Pinkston, Schell, and Merrill was a composite of the scorecards of the three business segments. The segments were weighted 55% for the petroleum segment, 25% for the drilling segment, and 20% for the midstream segment.

Depending on the performance level achieved, the incentive opportunity for the corporate NEOs based on the corporate scorecard, was as follows (expressed as a percentage of their annual salaries):



Name	Threshold	Target	Outstanding
Mr. Pinkston	7.5%	15.0%	30.0%
Mr. Schell	5.0%	10.0%	20.0%
Mr. Merrill	5.0%	10.0%	20.0%

The incentive range for these awards is 40%of the performance based incentive opportunity range for the corporate NEOs, reflecting the weighting of the corporate scorecard award relative to the financial performance award for those NEOs.

2012 drilling segment scorecard award. The drilling segment's scorecard award was determined based on the segment’s performance on four factors:

accident rates;

cash flow per drilling rig per day;

average number of drilling rigs operating; and

rig downtime.

The incentive range for the scorecard award as a whole was 80%of the total incentive opportunity range for this performance-based incentive award.

2012 exploration and production segment scorecard award. This segment’s scorecard performance was

determined based on the segment's performance on the following four factors:

net reserve increase;

capital cost control;

production growth; and

operating costs.

The incentive range for the scorecard award as a whole was 80%of the total incentive opportunity range for this performance-based incentive award.

2012 midstream segment scorecard award. This segment's scorecard performance was determined based on the segment's performance on these three factors:

growth in volumes gathered;

return on invested capital; and

growth in segment cash flow.

The incentive range for the scorecard award as a whole was 80% of the incentive opportunity range for this performance-based incentive award for the segment head.

Based on the combined financial performance award and the relevant scorecard award results, set forth in greater detail below, the following amounts were paid to the NEOs for the performance-based component of the bonus:

Mr. Pinkston – $328,514

Mr. Schell – $115,268

Mr. Merrill – $115,268

Mr. Cromling – $104,839

Mr. Guidry – $140,439

The individual scorecards on which these amounts are based are as follows:

Business Segment NEOs.

Mr. Guidry – Executive Vice President of Unit Petroleum Company:



A. Exploration and Production Segment Scorecard Award
Performance Measure	Threshold (pays 10% of salary/2.5% per factor)	Target (pays 20% of salary/5% per factor)	Outstanding (pays 40% of salary/10% per factor)	Actual	% Salary Payable	Bonus Payable
Reserves Replacement⁽¹⁾	120.00%	150.00%	180.0%	197.59%	10%	$40,000
Capital Cost Control⁽²⁾	$2.81	$2.58	$2.40	$2.81	2.5%	$10,000
Production Growth⁽³⁾	8.00%	10.00%	15.00%	17.60%	10%	$40,000
Operating Costs⁽⁴⁾	$1.60	$1.50	$1.30	$1.44	6.5%	$26,000
Scorecard Total					29.00%	$116,000

B. Financial Performance Award
	Threshold (2.5% of Salary)⁽⁶⁾	Target (5% of Salary)⁽⁷⁾	Outstanding (10% of Salary)⁽⁸⁾	Actual	% Salary Payable	Bonus Payable
Cash Flow-to-Assets Ratio⁽⁵⁾	16.38%	18.01%	22.38%	18.98%	6.11%^*	$24,439

Total Performance-based Bonus Award (A + B) for Mr. Guidry					35.11%^*	$140,439

*Decimals truncated for purposes of table. Calculations based on truncated values will be slightly off due to rounding.

Notes to table:


(1)	Defined as percentage of 2011 reserves replaced through 2012 drilling activity.


(2)	Defined as total costs incurred per MCF equivalent on new wells completed during 2012.


(3)	Defined as percentage by which 2012 production increased over 2011 production.


(4)	Defined as total operating costs divided by total production in terms of MCF-equivalent amounts.


(5)	Defined as the cash flow of the company for fiscal 2012 divided by the average assets of the company for for fiscal year 2012.


(6)	Represents cash flow-to-assets ratio at 25^th percentile of peer companies.


(7)	Represents cash flow-to-assets ratio at 50^th percentile of peer companies.


(8)	Represents cash flow-to-assets ratio at 75^th percentile of peer companies.

Mr. Cromling – Executive Vice President of Unit Drilling Company:



A. Drilling Segment Scorecard Award
Performance Measure	Threshold (pays 10% of salary/2.5% per factor)	Target (pays 20% of salary/5% per factor)	Outstanding (pays 40% of salary/10% per factor)	Actual	% Salary Payable	Bonus Payable
Accidents⁽¹⁾	3.5	3.0	2.5	2.87	6.3%	$25,200
Cash Flow per Rig per Day⁽²⁾	$8,500	$9,000	$9,500	$9,456.66	9.55%	$38,200
No. of Rigs Operating⁽³⁾	75	80	85	73.90	0	$0
Rig Downtime⁽⁴⁾	1.00%	0.80%	0.70%	0.86%	4.25%	$17,000

Scorecard Total					20.10%	$80,400
B. Financial Performance Award
	Threshold (2.5% of Salary)⁽⁶⁾	Target (5% of Salary)⁽⁷⁾	Outstanding (10% of Salary)⁽⁸⁾	Actual	% Salary Payable	Bonus Payable
Cash Flow-to-Assets Ratio⁽⁵⁾	16.38%	18.01%	22.38%	18.98%	6.11%^*	$24,439

Total Performance-based Bonus Award (A + B) for Mr. Cromling					26.21%^*	$104,839

*Decimals truncated for purposes of table. Calculations based on truncated values will be slightly off due to rounding.

Notes to table:


(1)	Defined as number of recordable accidents per 200,000 man-hours worked.


(2)	Defined as average daily cash flow generated per rig in 2012.


(3)	Defined as average number of rigs operating per day in 2012.


(4)	Defined as total rig hours available but not billed as a ratio of total rig hours available.


(5)	Defined as the cash flow of the company for fiscal year 2012 divided by the average assets of the company for fiscal year 2012.


(6)	Represents cash flow-to-assets ratio at 25^th percentile of peer companies.


(7)	Represents cash flow-to-assets ratio at 50^th percentile of peer companies.


(8)	Represents cash flow-to-assets ratio at 75^th percentile of peer companies.

Corporate NEOs. Forty percent of the performance-based cash bonus awards for Messrs. Pinkston, Schell, and Merrill, the three NEOs at the corporate level, were based on a composite score of the three operating segment scorecards, and 60% of their awards was based on corporate financial performance.

Mr. Pinkston’s scorecard is as follows:



A. Corporate Scorecard Award
(a) Segment	(b) Scorecard⁽¹⁾	(c) 75% of Col. (b)⁽²⁾		(d) Segment Weight		(e) Col. (c) x Col. (d)		% Salary Payable	Bonus Payable
E & P⁽³⁾	29.00%	21.75%		55.00%		11.96%		11.96%	$90,915
Drilling⁽⁴⁾	20.10%	15.075%		25.00%		3.77%		3.77%	$28,642
Midstream⁽⁵⁾	—	—		20.00%		—		—	—
Scorecard Total								15.73%^*	$119,557

B. Financial Performance Award
	Threshold (25^th %tile of Peers)		Target (50^th %tile of Peers)		Outstanding (75^th %tile of Peers)		Actual	% Salary Payable	Bonus Payable
Cash Flow-to-Assets Ratio⁽⁶⁾	16.38%		18.01%		22.38%		18.98%	27.49%^*	$208,957
Total Financial Performance Award								27.49%^*	$208,957

Total Performance-based Bonus Award (A + B) for Mr. Pinkston								43.22%^*	$328,514

*Decimals truncated for purposes of table. Calculations based on truncated values will be slightly off due to rounding

Notes to table:


(1)	Expressed as a percentage of salary payable to each division head for the Scorecard Award for his respective business segment.


(2)	75% chosen because maximum payout for segment scorecards for Mr. Pinkston is 30% and maximum scorecard performance for each segment is 40% (30%/40%=75%).


(3)	Scores in this row are based on the Exploration and Production Segment Scorecard; see “Scorecard Total” for Part A. of table for Mr. Guidry, above.


(4)	Scores in this row are based on the Drilling Segment Scorecard; see “Scorecard Total” for Part A. of table for Mr. Cromling, above.


(5)	Scores in this row are based on the Midstream Segment Scorecard; see “Scorecard Total” in the table below:



Midstream Segment Scorecard
	Threshold	Target	Outstanding	Actual	% Salary Payable
Growth in Volumes Gathered^(a)	45.00% (3% of salary)	55.00% (6% of salary)	65.00% (12% of salary)	34.19%	—%
Return on Invested Capital^(b)	12.00% (3.5% of salary)	15.00% (7% of salary)	18.00% (14% of salary)	8.9%	—%
Growth in Segment Cash Flow^(c)	30.00% (3.5% of salary)	40.00% (7% of salary)	50.00% (14% of salary)	(8.32)%	—%
Scorecard Total					—%

Notes to table:


(a)	Defined as the percentage increase in the total volumes gathered for 2012 compared to 2011.


(b)	Defined as business unit EBITDA divided by the average invested capital for 2012.


(c)	Defined as the percentage increase in segment cash flow for 2012 compared to 2011.


(6)	Defined as cash flow of the company for fiscal year 2012 divided by the average assets of the company for fiscal year 2012.

Mr. Schell’s scorecard is as follows:



A. Corporate Scorecard Award
(a) Segment	(b) Scorecard⁽¹⁾	(c) 50% of Col. (b)⁽²⁾		(d) Segment Weight		(e) Col. (c) x Col. (d)		% Salary Payable	Bonus Payable
E & P⁽³⁾	29.00%	14.50%		55.00%		7.98%		7.98%	$31,900
Drilling⁽⁴⁾	20.10%	10.05%		25.00%		2.51%		2.51%	$10,050
Midstream⁽⁵⁾	—%			20.00%		—		—	—
Scorecard Total								10.49%^*	$41,950

B. Financial Performance Award
	Threshold (25^th %tile of Peers)		Target (50^th %tile of Peers)		Outstanding (75^th %tile of Peers)		Actual	% Salary Payable	Bonus Payable
Cash Flow-to-Assets Ratio⁽⁶⁾	16.38%		18.01%		22.38%		18.98%	18.33%^*	$73,318
Total Financial Performance Award								18.33%^*	$73,318

Total Performance-based Bonus Award (A + B) for Mr. Schell								28.82%^*	$115,268

*Decimals truncated for purposes of table. Calculations based on truncated values will be slightly off due to rounding.

Notes to table:


(1)	Expressed as a percentage of salary payable to each division head for the Scorecard Award for his respective business segment.


(2)	50% chosen because maximum payout for segment scorecards for Mr. Schell is 20% and maximum scorecard performance for each segment is 40% (20%/40% = 50%).


(3)	Scores in this row are based on the Exploration and Production Segment Scorecard; see Part A. of table for Mr. Guidry, above.


(4)	Scores in this row are based on the Drilling Segment Scorecard; see Part A. of table for Mr. Cromling, above.


(5)	Scores in this row are based on the Midstream Segment Scorecard; see footnote 6 to Scorecard for Mr. Pinkston, above.


(6)	Defined as the relative cash flow of the company for fiscal year 2012 divided by the average assets of the company for fiscal year 2012.

Mr. Merrill’s scorecard is as follows:



A. Corporate Scorecard Award
(a) Segment	(b) Scorecard⁽¹⁾	(c) 50% of Col. (b)⁽²⁾		(d) Segment Weight		(e) Col. (c) x Col. (d)		% Salary Payable	Bonus Payable
E & P⁽³⁾	29.00%	14.50%		55.00%		7.98%		7.98%	$31,900
Drilling⁽⁴⁾	20.10%	10.05%		25.00%		2.51%		2.51%	$10,050
Midstream⁽⁵⁾	—%			20.00%		—		—	—
Scorecard Total								10.49%^*	$41,950

B. Financial Performance Award
	Threshold (25^th %tile of Peers)		Target (50^th %tile of Peers)		Outstanding (75^th %tile of Peers)		Actual	% Salary Payable	Bonus Payable
Cash Flow-to-Assets Ratio⁽⁶⁾	16.38%		18.01%		22.38%		18.98%	18.33%^*	$73,318
Total Financial Performance Award								18.33%^*	$73,318

Total Performance-based Bonus Award (A + B) for Mr. Merrill								28.82%^*	$115,268

*Decimals truncated for purposes of table. Calculations based on truncated values will be slightly off due to rounding.

Notes to table:


(1)	Expressed as a percentage of salary payable to each division head for the Scorecard Award for his respective business segment.


(2)	50% chosen because maximum payout for segment scorecards for Mr. Merrill is 20% and maximum scorecard performance for each segment is 40% (20%/40% = 50%).


(3)	Scores in this row are based on the Exploration and Production Segment Scorecard; see Part A. of table for Mr. Guidry, above.


(4)	Scores in this row are based on the Drilling Segment Scorecard; see Part A. of table for Mr. Cromling, above.


(5)	Scores in this row are based on the Midstream Segment Scorecard; see footnote 6 to Scorecard for Mr. Pinkston, above.


(6)	Defined as the relative cash flow of the company for fiscal year 2012 divided by the average assets of the company for fiscal year 2012.

Discretionary Component of Short-term Incentive
Cash Bonus Awards.

The previously-established target for total non-CEO NEO short-term incentive compensation was 50% of salary, with half of the award (up to 25% of salary) to be discretionary and the other half (again, of up to 25% of salary) to be non-discretionary and performance-based. Based on our non-CEO NEOs' 2012 salaries, a total (discretionary and non-discretionary) short-term incentive award of $200,000 would represent 100% of the total target for each of the non-CEO NEOs, and, accordingly, $100,000 per component would reflect payment at target for the individual discretionary and non-discretionary components of the award. At its February 2013 meeting, the committee considered materials from Villareal showing that for the period from 2008 - 2011, peer group (without SandRidge) proxy information reflected payment of short-term incentives at 142.1% of salary for peer company non-CEO NEOs, and at 164.3% of salary for peer company CEOs, in contrast to the 50%- and 75%-of-salary multipliers the company had been and was still using to set the respective targets for short-term incentives for our non-CEO NEOs and our CEO.

Mr. Pinkston recommended that the discretionary component of the 2012 short-term incentive awards for the non-CEO NEOs be paid at 150% of the target, due to both the company's positive ~~2009~~ performance ~~results,~~in 2012, and because the ~~named executive officers~~company had ~~not received~~lagged the peer companies with respect to the percentage of salary being used for calculating short-term incentive targets for NEOs. The net effect of paying the non-CEO NEOs at 150% of target instead of target was that the non-discretionary component of the awards increased by $50,000, from $100,000 to $150,000.

The committee considered Mr. Pinkston's recommendation for payment of the discretionary cash bonus amounts at 150% of the 25%-of-salary target, and noted that, when combined with the scorecard-derived non-discretionary amounts, the proposed total short-term incentive award (discretionary and non-discretionary) would place Messrs. Schell and Merrill at 132.6% of the combined 50%-of-salary target for total short-term incentive bonus compensation. For the segment heads, the total payout recommended would place Mr. Guidry at 145.2% of the 50%-of-salary target and Mr. Cromling at 127.4% of target. The range of percentage-of-target payouts recommended for the non-CEO NEOs was deemed consistent with the performance of the operating segments on the goals selected for the non-discretionary component of the award, and, at the corporate level, reflected the primary weighting of Unit Petroleum Company, the highest-achieving operating segment. The committee approved Mr.

Pinkston's recommended discretionary awards for ~~2008 or in 2009,~~the non-CEO NEOs.

The committee then discussed the appropriate ~~bonus amounts~~discretionary component for the CEO's 2012 short-term incentive award. The committee determined that paying Mr. Pinkston at 100% of target, plus an additional $50,000 (keeping the dollar amount of the over-target payout the same for himself and the non-CEO NEOs) would be ~~at target levels.~~

appropriate. Accordingly, ~~the cash bonuses~~ the committee determined ~~appropriate~~that Mr. Pinkston would receive approximately $334,806 for ~~our named executive officers in early 2010 are~~the discretionary component of the short-term incentive award. That proposed discretionary award would, when combined with the non-discretionary component of his award, place him at 116.4% of his 75%-of-salary target for total short-term incentives.

Accordingly, the following amounts were approved as ~~follows:~~

Name Amount ($) Amount
(% of 2009 salary)
Mr. Pinkston
450,000 75%
Mr. Schell
150,000 50%
Mr. Merrill
145,000 50%
Mr. Cromling
145,000 50%
Mr. Guidry
145,000 50%

~~The committee approved~~ the ~~above bonuses on February 15, 2010, and recommended them to~~discretionary cash bonus amounts for the ~~board, which approved them on February 16, 2010, payable in March 2010.~~

NEO’s:

Mr. Pinkston – $334,806

Mr. Schell – $150,000

Mr. Merrill – $150,000

Mr. Cromling – $150,000

Mr. Guidry – $150,000

~~2010 Long-term incentive awards~~. 2013 compensation decisions.The following ~~information~~ is provided as supplemental information beneficial to ~~investors, providing~~our stockholders. It provides additional context to our fiscal year ~~2009~~2012 compensation decisions. This information will be analyzed in detail in ~~our~~the proxy statement for our ~~2011~~2014 annual meeting ~~since~~because the decisions detailed in this section involve compensation decisions for ~~2010 which are not rewarding or otherwise based on 2009 performance,~~2013 and ~~which~~ are not considered to have been earned in ~~2009.~~2012. These amounts ~~will~~do not appear in the summary compensation or other tables set forth in this proxy statement.

~~During~~

In December 2012 the ~~first quarter of 2010,~~compensation committee approved the following 2013 salaries for our NEOs:

Mr. Pinkston – $800,000

Mr. Schell – $420,000

Mr. Merrill – $420,000

Mr. Cromling – $420,00

Mr. Guidry – $420,000

These salaries were effective January 1, 2013.

In February 2013 the compensation committee approved the following restricted stock awards for our ~~named executive officers.~~


~~Name~~		~~# Shares~~ ~~Awarded~~
~~Mr. Pinkston~~		~~37,018~~
~~Mr. Schell~~		~~10,334~~
~~Mr. Merrill~~		~~9,985~~
~~Mr. Cromling~~		~~9,985~~
~~Mr. Guidry~~		~~9,985~~

~~These awards are payable~~NEOs for 2013 long-term incentive awards:

Mr. Pinkston – 63,057 shares

Mr. Schell – 27,297 shares

Mr. Merrill – 27,297 shares

Mr. Cromling – 27,297 shares

Mr. Guidry – 27,297 shares

Seventy percent of the shares awarded will vest in ~~four~~ equal ~~installments paid over a three year period,~~one-third annual increments beginning ~~April 1, 2010.~~

March 9, 2014. The remaining 30% will cliff vest on March 9, 2016 assuming, in addition to the retention requirement, that the applicable targeted performance is met. If performance is above or below target, the number of shares vesting will also be higher or lower than the 30% of the total shares set forth above.

Executive stock ownership policy.Although we encourage our ~~named executive officers~~NEOs to own company stock, ~~or other equity interests in the company,~~ we do not require them to do so. During the course of their employment, all ~~named executive officers~~NEOs have received compensation in the form of stock or other equity ~~interests.~~ interests, and all executive officers currently own company stock.

Policy on hedging and pledging our securities. We have a policy of ~~prohibiting~~strongly discouraging our executive officers ~~(and directors)~~and directors from engaging in short-term or speculative transactions in our securities, including hedging ~~activities.~~activities; no hedging activities may be engaged in unless pre-approved by our General Counsel, and he has never approved any such transactions. At the current time, no directors or executive officers have hedged or pledged any of our securities.

No backdating, ~~springloading~~spring-loading, or repricing of options. We do not backdate options, grant options retroactively, or reprice existing options. In addition, we do not coordinate grants of options so that they are made before announcement of favorable information, or after announcement of unfavorable information. Option and stock awards are granted at fair market value on the date the award is approved. Our general practice is to grant awards only on an annual grant basis, although there are occasions when grants have been made on other dates, such as in connection with a newly-hired ~~employee.~~employee or special employee retention restricted stock awards that are granted from time to time.

Non-employee director compensation. The compensation committee recommends the form and amount of compensation for our non-employee directors to the board and the board makes the final determination. In making its decisions, the compensation committee considers such factors as it deems appropriate, including historical compensation information, level of compensation necessary to attract and retain non-employee directors meeting our desired qualifications and market ~~data. To date, the compensation committee has not used a consultant to aid it in its determination of these fees.~~data from published surveys and from peer company proxy statements.

Accounting and tax considerations. Before 2006, the primary form of equity compensation that we awarded to

our ~~named executive officers~~NEOs consisted of stock options. We selected this form of award because of the then favorable accounting and tax treatment and the expectation of employees in our industry. However, beginning in 2006, the accounting treatment of stock options changed as a result of Statement of Financial Accounting Standards No. 123(R) (now replaced by FASB Accounting Standards Codification Topic 718), making the accounting treatment of stock options less attractive as a form of employee compensation. As a result, since 2006 we have used stock appreciation rights, restricted stock or a mix of the two for our ~~named executive officers, although we do continue to use option awards for our non-employee directors.~~

NEOs.

Section 162(m). The committee considers the potential effects of Section 162(m) of the ~~Internal Revenue~~ Code on the compensation paid to our ~~named executive officers.~~NEOs (excluding our Chief Financial Officer). Section 162(m) disallows a tax deduction for any publicly held corporation for individual compensation exceeding $1.0 million in any taxable year for ~~certain executive officers,~~our NEOs (excluding our Chief Financial Officer), unless the compensation is performance-based.

The committee has examined our current executive compensation program and understands that occasionally some of the compensation paid to our ~~named executive officers~~NEOs (excluding our Chief Financial Officer) may not bebe deductible under Section 162(m) of the Internal Revenue Code. The committee believes that it is important to retain the flexibility to motivate performance through awards or programs that do not meet all of the rigid requirements of Section 162(m). However, the committee does not believe that the loss of any deductions will be likely toto have a material negative financial impact on the company. The ~~estimated~~ net impact on ~~the company~~us for ~~2009~~2012 was approximately ~~$2,029.00,~~$360,942 – the amount of the ~~lost tax deduction~~taxes on compensation ~~in excess of~~that was not deductible under Section 162(m) ~~limits. The committee also believes that it is important to retain the flexibility to motivate performance through awards or programs~~

~~that do not meet all~~ of the ~~requirements of Section 162(m). The~~Code. The committee will continue to monitor the issue of deductibility, and make adjustments to our executive compensation programs as it feels appropriate and warranted.

~~Nonqualified~~Non-qualified deferred ~~compensation. On October 22, 2004, the American Jobs Creation Act of 2004 was signed into law changing the tax rules applicable to nonqualified deferred compensation arrangements.~~compensation. A more detailed discussion of our

~~nonqualified~~ non-qualified deferred compensation program is provided ~~on page 34~~below under the heading “NON-Q~~UALIFIED~~ D~~EFERRED~~ C~~OMPENSATION~~.“Non-qualified deferred compensation for 2012.”

No employment agreements. We currently do not have employment ~~contracts~~agreements with our ~~named executive officers.~~NEOs. But we have entered into key employee contracts with three of our ~~named executive officers.~~NEOs. Additional information regarding those ~~agreements~~contracts is contained in the discussion under P~~OTENTIAL~~ P~~AYMENTS~~ ON T~~ERMINATION~~ OR C~~HANGE~~-IN-C~~ONTROL~~“Potential payments on termination or change in control” below.

32
S~~UMMARY~~

SUMMARY COMPENSATIONTABLE

The following table sets forth information regarding the compensation paid, distributed, or earned by or for our ~~named executive officers~~NEOs for fiscal years ~~2007~~2010 through ~~2009.~~

SUMMARY COMPENSATION TABLE

Name and
Principal
Position
Year Salary
($)⁽¹⁾ Bonus
($)⁽¹⁾⁽²⁾ Stock
Awards
($)⁽³⁾ Option
Awards
($)⁽⁴⁾
Non-
Equity
Incentive
Plan
Compensation
($)

Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)⁽⁵⁾
All Other
Compensation
($)⁽⁶⁾
Total
($)
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
Larry D.
Pinkston,
President and
CEO
2009 600,000 450,000 - - - - 24,699 1,074,699
2008 600,000 - - - - - 24,413 624,413
2007 500,000 600,000 1,362,444 1,076,214 - - 24,011 3,562,669
Mark E.
Schell, Sr. V.P., Secretary
and General
Counsel
2009 300,000 150,000 - - - - 25,545 475,545
2008 300,000 - - - - - 24,454 324,454
2007 275,000 220,000 647,945 394,605 - - 24,076 1,561,626
David T.
Merrill, CFO
and Treasurer
2009 290,000 145,000 - - - - 30,593 465,593
2008 290,000 - - - - - 29,402 319,402
2007 250,000 200,000 589,057 358,738 - - 28,958 1,426,753
John
Cromling,
Executive V.P.
- Drilling
2009 290,000 145,000 - - - - 27,499 462,499
2008 290,000 - - - - - 25,822 315,822
2007 220,000 160,000 461,622 236,759 - - 27,143 1,105,524
Bradford J.
Guidry, Sr.
V.P. -
Exploration
2009 290,000 145,000 - - - - 23,502 458,502
2008 290,000 - - - - - 23,046 313,046
2007 210,000 220,000 472,300 226,003 - - 22,625 1,150,928

2012.

SUMMARY COMPENSATION TABLE
Name and Principal Position
Year

Salary
($)⁽¹⁾
Bonus
($)⁽¹⁾⁽²⁾
Stock Awards
($)⁽³⁾
Option
Awards
($)
Non-
Equity
Incentive
Plan
Compensation
($)⁽⁴⁾
Change in Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)⁽⁵⁾
All Other
Compensation
($)⁽⁶⁾
Total
($)
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
Larry D. Pinkston, President and CEO 2012 760,000 334,806 1,970,646 - 328,514 - 25,050 3,419,016
2011 684,000 145,440 1,442,148 - 395,262 - 24,699 2,691,549
2010 637,000 425,000 1,698,016 - - - 24,699 2,784,715
Mark E. Schell,
Sr. V.P., Secretary and General Counsel
2012 400,000 150,000 985,347 - 115,268 - 25,962 1,676,577
2011 342,600 43,015 502,990 - 131,985 - 25,545 1,046,135
2010 318,600 143,000 474,021 - - - 25,545 961,166
David T. Merrill,
Sr. V.P., CFO and Treasurer
2012 400,000 150,000 940,547 - 115,268 - 32,121 1,637,936
2011 331,000 42,484 486,973 - 127,516 - 31,289 1,019,262
2010 308,000 138,000 458,012 - - - 31,302 935,314
John Cromling, Executive V.P. - Drilling 2012 400,000 150,000 940,547 - 104,839 - 28,884 1,624,270
2011 331,000 106,316 486,973 - 63,684 - 27,163 1,015,136
2010 308,000 138,000 458,012 - - - 29,744 933,756
Bradford J. Guidry, Executive V.P. - Exploration 2012 400,000 150,000 1,074,895 - 140,439 - 23,550 1,788,884
2011 331,000 64,184 486,973 - 115,816 - 23,199 1,021,172
2010 308,000 138,000 458,012 - - - 23,199 927,211

Notes to table:


(1)	Compensation deferred at the election of an executive is included in the year earned. During ~~2007, 2008,~~2010, 2011, and ~~2009,~~2012, the ~~following named executives~~NEOs deferred, on a discretionary basis, the following amounts of salary or bonus into our compensation deferral plans:



Name	Amounts Deferred
Name	Year	Salary($)	Bonus($)
Larry D. Pinkston	2012	3,800	18,700
	2011	5,000	17,000
	2010	4,247	17,753
Mark E. Schell	2012	24,500	14,000
	2011	10,560	11,440
	2010	10,715	20,280
David T. Merrill	2012	22,500	0
	2011	12,340	9,660
	2010	4,980	11,600
John Cromling	2012	9,500	13,000
	2011	10,960	11,040
	2010	10,400	11,600
Bradford J. Guidry	2012	127,000	15,500
	2011	8,275	13,725
	2010	10,267	11,733


*~~Name~~*(2)		*~~Amounts Deferred~~*
	*~~Year~~*		*~~Salary($)~~*		*~~Bonus($)~~*
~~Larry D. Pinkston~~		~~2009~~		~~22,000~~		~~17,753~~
		~~2008~~		~~96,000~~		~~20,000~~
		~~2007~~		~~60,000~~		~~50,500~~
~~Mark E. Schell~~		~~2009~~		~~22,000~~		~~26,280~~
		~~2008~~		~~18,000~~		~~13,200~~
		~~2007~~		~~24,010~~		~~20,590~~
~~David T. Merrill~~		~~2009~~		~~68,700~~		~~11,600~~
		~~2008~~		~~52,220~~		-
		~~2007~~		~~51,200~~		~~15,500~~
~~John Cromling~~		~~2009~~		~~22,000~~		~~11,600~~
		~~2008~~		-		-
		~~2007~~		-		~~20,500~~
~~Bradford J. Guidry~~		~~2009~~		~~22,000~~		~~11,733~~
		~~2008~~		~~17,400~~		-
		~~2007~~		-		~~20,500~~

~~(2)~~

The amounts in column (d) reflect the bonus amount earned in the year without regard to the year(s) those amounts were actually paid, and do not include amounts, if any, earned in prior years but paid in the stated year. ~~The amount for 2009 was both~~All amounts listed were awarded and paid ~~in 2010,~~during the subsequent fiscal year, but ~~is included as 2009 income because it was deemed to be earned in 2009.~~are compensation for the year listed, and were paid at the discretion of the compensation committee.

(3)

~~The~~For 2012, the amounts included in the “Stock Awards” column are the aggregate grant date fair value of these awards based on 65.25% payout for performance at the 46.1 percentile of the peer group, as computed in accordance with FASB ASC Topic 718 “Stock Compensation,” which excludes the effect of estimated forfeitures. For a discussion of the valuation assumptions used in calculating these values for year ~~2007, the only year in which there is a table entry in this column,~~2012, see Notes 2 and 1113 to our ~~2007~~ 2012

Consolidated Financial Statements included in our annual report on Form 10-K for the year ended December 31, 2012. The amount shown does not represent amounts paid to the NEOs. If performance had been at its highest level, the award payout would be at 150% and would be as follows:



	2012	2011
Larry D. Pinkston	$989,958	$648,941
Mark E. Schell	$494,979	$276,346
David T. Merrill	$472,545	$219,180
John Cromling	$472,545	$219,180
Bradford J. Guidry	$540,061	$219,180


(4)	Reflects performance-based component of cash bonuses paid for ~~the year ended December 31, 2007. The amount shown does not represent amounts paid to the named executive officers.~~2012 and 2011.

(5)

~~SEC Rule Change Impact Note~~: Under generally accepted accounting principles, compensation expense with respect to stock awards and option awards granted to our employees is generally recognized over the vesting periods applicable to the awards. The SEC’s disclosure rules previously required that we present stock award and option award information for 2008 and 2007 based on the amount recognized during the corresponding year for financial statement reporting purposes with respect to these awards (which meant, in effect, that in any given year we could recognize for financial statement reporting purposes amounts with respect to grants made in that year as well as with respect to grants from past years that vested in or were still vesting during that year). However, the recent changes in the SEC disclosure rules require that we now present the stock award and option award amounts in the applicable columns of the table above with respect to 2008 and 2007 on a similar basis as the 2009 presentation using the grant date fair value of the awards granted during the corresponding year (regardless of the period over which the awards are scheduled to vest). Since this requirement differs from the SEC’s past disclosure rules, the amounts reported in the table above for stock award and option awards in 2008 and 2007 differ from the amounts previously reported in our Summary Compensation Table for these years. As a result, to the extent applicable, each named executive officer’s total compensation amounts for 2008 and 2007 also differ from the amounts previously reported in our Summary Compensation Table for these years.

~~(4)~~

The amounts included in the “Option Awards” column are the aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718 related to SAR awards granted in 2007, the only year for which there is an entry in this column, and does not include any impact of estimated forfeitures. For a discussion of the valuation assumptions used in calculating these values for year 2007, see Notes 2 and 11 to our 2007 Consolidated Financial Statements included in our annual report on Form 10-K for the year ended December 31, 2007. The amount shown does not represent amounts paid to the named executive officers. Due to SEC rule changes explained in the SEC Rule Change Impact Note in footnote (3) above, the amounts reported in our Summary Compensation Tables as option awards for years 2008 and 2007 differ from the amount we have previously reported for these years. As a result, applicable total compensation figures for our named executive officers for 2008 and 2007 differ from those previously reported in our Summary Compensation Table for these years.

~~(5)~~

We do not provide for preferential or above-market earnings on deferred compensation.

(6) The table below shows the components of this column:



Name	Year	401(k) Match for stated Plan year ($)*	Personal Car Allowance ($)	Club Membership ($)	Total “All Other Compensation” ($)
Larry D. Pinkston	2012	17,550	7,500	-	25,050
	2011	17,199	7,500	-	24,699
	2010	17,199	7,500	-	24,699
Mark E. Schell	2012	17,550	7,500	912	25,962
	2011	17,199	7,500	846	25,545
	2010	17,199	7,500	846	25,545
David T. Merrill	2012	17,550	6,000	8,571	32,121
	2011	17,199	6,000	8,090	31,289
	2010	17,199	6,000	8,103	31,302
John Cromling	2012	17,550	3,893**	7,441	28,884
	2011	17,199	2,788**	7,176	27,163
	2010	17,199	5,498**	7,047	29,744
Bradford J. Guidry	2012	17,550	6,000	-	23,550
	2011	17,199	6,000	-	23,199
	2010	17,199	6,000	-	23,199


*~~Name~~**	*~~Year~~*	*~~401(k) Match~~* *~~for stated~~* *~~Plan year~~* ($)*	*~~Personal Car~~* *~~Allowance~~* *~~($)~~*	*~~Club~~* *~~Membership~~* *~~($)~~*	*~~Total “All~~* *~~Other~~* *~~Compensation”~~* *~~($)~~*
~~Larry D. Pinkston~~	~~2009~~	~~17,199~~	~~7,500~~	0	~~24,699~~
	~~2008~~	~~16,146~~	~~7,500~~	~~767~~	~~24,413~~
	~~2007~~	~~15,795~~	~~7,500~~	~~716~~	~~24,011~~
~~Mark E. Schell~~	~~2009~~	~~17,199~~	~~7,500~~	~~846~~	~~25,545~~
	~~2008~~	~~16,146~~	~~7,500~~	~~808~~	~~24,454~~
	~~2007~~	~~15,795~~	~~7,500~~	~~781~~	~~24,076~~
~~David T. Merrill~~	~~2009~~	~~16,694~~	~~6,000~~	~~7,899~~	~~30,593~~
	~~2008~~	~~16,146~~	~~6,000~~	~~7,256~~	~~29,402~~
	~~2007~~	~~15,795~~	~~6,000~~	~~7,163~~	~~28,958~~
~~John Cromling~~	~~2009~~	~~17,199~~	4,184**	~~6,116~~	~~27,499~~
	~~2008~~	~~16,146~~	3,556**	~~6,120~~	~~25,822~~
	~~2007~~	~~15,795~~	5,228**	~~6,120~~	~~27,143~~
~~Bradford J. Guidry~~	~~2009~~	~~17,199~~	~~6,000~~	~~303~~	~~23,502~~
	~~2008~~	~~16,146~~	~~6,000~~	~~900~~	~~23,046~~
	~~2007~~	~~15,795~~	~~6,000~~	~~830~~	~~22,625~~

Our matching contribution is made in shares of our common stock.


**	~~This amount represents~~Represents the imputed income attributable to Mr. ~~Cromling’s~~Cromling's use of a company vehicle.

34
G~~RANT~~

GRANT OF~~PLAN~~-~~BASED~~ PLAN-BASED AWARDS

FOR 2012

NoIn 2012, the NEOs received the following plan-based ~~grants were made~~awards:



GRANTS OF PLAN-BASED AWARDS FOR 2012
Name	Grant Date	Estimated Possible Payouts Under Non-Equity Incentive Plan Awards⁽¹⁾			Estimated Future Payouts Under Equity Incentive Plan Awards⁽²⁾			All Other Stock Awards: Number of Shares of Stock or Units (#)⁽³⁾	All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/sh)	Grant Date Fair Value of Stock and Option Awards ($)⁽⁴⁾
Name	Grant Date	Thresh-old ($)	Target ($)	Maxi-mum ($)	Thresh- old (# shares)	Target (# shares)	Maxi- mum (# shares)			Exercise or Base Price of Option Awards ($/sh)	Grant Date Fair Value of Stock and Option Awards ($)⁽⁴⁾
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)	(k)	(l)
Larry D. Pinkston	2/14/12				6,950	13,900	20,850				430,632
	2/14/12							32,435			1,540,014
		142,500	285,000	570,000
Mark E. Schell	2/14/12				3,475	6,950	10,425				215,316
	2/14/12							16,218			770,031
		50,000	100,000	200,000
David T. Merrill	2/14/12				3,318	6,635	9,953				205,557
	2/14/12							15,480			734,990
		50,000	100,000	200,000
John Cromling	2/14/12				3,318	6,635	9,953				205,557
	2/14/12							15,480			734,990
		50,000	100,000	200,000
Bradford J. Guidry	2/14/12				3,792	7,583	11,375				234,926
	2/14/12							17,691			839,969
		50,000	100,000	200,000

Notes to ~~the named executive officers during 2009.~~ table:

(1)

These columns show the threshold, target, and maximum potential value of the payment for each NEO if certain performance objectives were achieved between January 1, 2012 and December 31, 2012. Actual payouts were made in February 2013 according to the performance levels reflected in the scorecards starting on page 27 of this proxy statement. Based on scorecard performance, actual payouts were as follows: Mr. Pinkston, $328,514; Mr. Schell, $115,268; Mr. Merrill, $115,268; Mr. Cromling, $104,839; and Mr. Guidry, $140,439.

(2)

Reflects threshold, target and maximum vesting levels for performance-based restricted stock granted under the Unit Corporation Stock and Incentive Compensation Plan. Actual vesting amounts will be determined based on performance outcomes during the three-year performance period that ends March 9, 2015. Threshold payout requires our 3-year TSR to be at the 40^th percentile of the three-year TSR performance levels of our peer group. Target payout requires TSR performance at the 60^th percentile of the peer group, and Maximum payout requires TSR performance at the 90^th percentile of the peer group. For details on how TSR is calculated for these purposes, see “2012 long-term incentive awards,” page 24.


(3)	Represents time-vested shares of restricted stock granted under the Unit Corporation Stock and Incentive Compensation Plan. Shares will vest in three equal annual installments on March 9^th of each of the years 2013 through 2015.


(4)	Grant date fair value of performance-based restricted stock if vesting occurs at 65.25% of target level, based on probable outcome of conditions on date of grant.

For ~~2009, 100%~~2012, 38% of our ~~named executive officers~~NEOs' total compensation consisted of ~~their~~ salaries and ~~the~~ annual ~~bonus awarded to them in February 2010 which is deemed to have been earned in 2009. No equity awards were granted during 2009. In 2008, since neither annual~~

bonuses ~~nor equity awards were granted, salary alone accounted for 100%~~and 62% consisted of restricted stock awards. For 2011, 49% of our ~~named executive officers’ compensation. For 2007, our named executive officers’ salary~~NEOs' total compensation consisted of salaries and annual ~~bonus represented approximately 34%~~bonuses, and 51% consisted of ~~their~~restricted stock awards. For 2010, 45.8% of our NEOs' total compensation ~~while equity accounted for 66%~~consisted of salaries and annual bonuses, and 54.2% consisted of restricted stock awards.

Of the restricted stock granted to our NEOs in 2012, there are performance-based conditions that affect the vesting of 41,703 shares (calculated assuming that vesting occurs at the Target level).

For the remaining 97,304 shares of restricted stock granted to our NEOs in 2012, the only condition to vesting is that the recipient must be employed with us on the vesting date in order to receive the stock. In

the event of a change-in-control, any unvested shares immediately vest in the recipient. The recipient of each restricted stock award has all of the rights of a holder of shares of the our common stock, including the right to vote those shares and to receive any cash dividends paid on them. The compensation committee may however determine that cash dividends be automatically reinvested in additional shares which become shares of restricted stock and are subject to the same restrictions and other terms of the award. To date, we have not issued dividends with respect to its common stock.

Amounts realizable from prior compensation did not affect the awards set forth above. There was no repricing involved with respect to any outstanding equity-based award or option.

O~~UTSTANDING~~

OUTSTANDING EQUITYAWARDSATENDOF ~~2009~~

2012

The following table shows outstanding equity awards at December 31, ~~2009~~2012 for each of the ~~named executive officers:~~

OUTSTANDING EQUITY AWARDS AT END OF 2009

   Option Awards Stock Awards
Name Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)⁽¹⁾
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)

Equity
Incentive Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)

Option
Exercise
Price
($)

Option
Expiration
Date
Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)⁽²⁾ Market
Value of
Shares or
Units of
Stock
That
Have Not
Vested
($)⁽³⁾
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(#)

Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($)
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
Larry D. Pinkston
7,500    16.6875 12/19/10
7,500    19.04 12/17/12
10,000    �� 22.95 12/17/13
10,000    37.83 12/14/14
15,811 ⁽⁴⁾ 7,905 ⁽⁴⁾ 51.76 12/12/16
15,843 ⁽⁵⁾ 31,686 ⁽⁵⁾ 44.31 12/19/17
26,754 1,137,045
Mark E. Schell
7,500    16.6875 12/19/10
7,500    19.04 12/17/12
7,500    22.95 12/17/13
8,500    37.83 12/14/14
4,348 ⁽⁴⁾ 2,174 ⁽⁴⁾ 51.76 12/12/16
5,809    11,618 ⁽⁵⁾ 44.31 12/19/17
12,953 550,503
David T. Merrill
5,000    21.50 8/25/13
3,000    22.95 12/17/13
5,000    37.83 12/14/14
3,953 ⁽⁴⁾ 1,976 ⁽⁴⁾ 51.76 12/12/16
5,281 ⁽⁵⁾ 10,562 ⁽⁵⁾ 44.31 12/19/17
11,776 500,480
John Cromling
700    22.95 12/17/13
3,500    37.83 12/14/14
6,000    1,500    37.69 5/25/15
2,899 ⁽⁴⁾ 1,449 ⁽⁴⁾ 51.76 12/12/16
3,486 ⁽⁵⁾ 6,970 ⁽⁵⁾ 44.31 12/19/17
9,456 401,880
Bradford J.
5,000    19.04 12/17/12
Guidry
3,500    22.95 12/17/13
3,500    37.83 12/14/14
6,000    1,500    37.69 5/25/15
2,767 ⁽⁴⁾ 1,383 ⁽⁴⁾ 51.76 12/12/16
3,327 ⁽⁵⁾ 6,654 ⁽⁵⁾ 44.31 12/19/17
9,741 413,993

NEOs:

OUTSTANDING EQUITY AWARDS AT END OF 2012
Option Awards Stock Awards
Name
Number
of
Securities
Underlying
Unexercised
Options
Exercisable
(#)⁽¹⁾
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#) Equity
Incentive Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#) Option
Exercise
Price
($) Option
Expiration
Date
Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)⁽²⁾
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)⁽³⁾
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(#)⁽²⁾
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($)⁽³⁾
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
Larry D. Pinkston
10,000 22.95 12/17/13
10,000 37.83 12/14/14
23,716 51.76 12/12/16
47,529 44.31 12/19/17
53,664 2,417,563 30,473 1,372,809
Mark E. Schell
7,500 22.95 12/17/13
8,500 37.83 12/14/14
6,522 51.76 12/12/16
17,427 44.31 12/19/17
22,977 1,035,114 13,781 620,834
David T. Merrill 5,000 21.50 08/25/13
3,000 22.95 12/17/13
5,000 37.83 12/14/14
5,929 51.76 12/12/16
15,843 44.31 12/19/17
22,019 991,956 13,203 594,795
John Cromling 700 22.95 12/17/13
3,500 37.83 12/14/14
7,500 37.69 05/25/15
4,348 51.76 12/12/16
10,456 44.31 12/19/17
22,019 991,956 13,203 594,795
Bradford J.
Guidry
3,500 22.95 12/17/13
3,500 37.83 12/14/14
7,500 37.69 05/25/15
4,150 51.76 12/12/16
9,981 44.31 12/19/17
24,230 1,091,562 14,625 658,856

Notes to table:


(1)	Each option grant has a ten-year ~~term and vests in 20% annual increments beginning on the first anniversary of the grant date.~~term. Exercise prices are determined using the closing market price of our common stock on the date of grant.

~~(2)~~ ~~Further information regarding these restricted stock shares is as follows:~~

~~Name~~(2)

~~Award Date~~

~~Total Shares~~
~~subject to~~
~~awards~~

~~Grant Date~~
~~FMV $~~

Vesting ~~Schedule (#)~~dates for unvested time-vesting restricted stock and unvested and unearned performance-based restricted stock are shown in the table below. Based on our performance as of December 31, 2012, the last trading day of the year, the number of shares of performance-based restricted stock shown to vest on March 9, 2014 reflects a projected payout for performance at the 75

~~1/1/07~~^th

~~1/1/08~~ percentile of the peer group, and the number of shares of performance-based restricted stock shown to vest on March 9, 2015 reflects a projected payout for performance at the 90th percentile of the peer group.

~~1/1/09~~

~~1/1/10~~

~~Larry D. Pinkston~~

~~12/12/06~~

~~8,990~~

~~465,322~~

~~(2,248~~

)

~~(2,247~~

)

~~(2,248~~

)

~~2,247~~

~~Mark E. Schell~~

~~12/12/06~~

~~2,472~~

~~127,951~~

~~(618~~

)

~~(618~~

)

~~(618~~

)

~~618~~

~~David T. Merrill~~

~~12/12/06~~

~~2,248~~

~~116,357~~

~~(562~~

)

~~(562~~

)

~~(562~~

)

~~562~~

~~John Cromling~~

~~12/12/06~~

~~1,648~~

~~85,300~~

~~(412~~

)

~~(412~~

)

~~(412~~

)

~~412~~

~~Bradford J. Guidry~~

~~12/12/06~~

~~1,573~~

~~81,418~~

~~(394~~

)

~~(393~~

)

~~(393~~

)

~~393~~



	Unvested Restricted Stock		Unvested and Unearned Performance-based Restricted Stock
Name	# Shares	Vesting Date	# Shares	Vesting Date
Larry D. Pinkston	16,800	3/9/13	9,623	3/9/14
	9,254	4/1/13	20,850	3/9/15
	16,799	3/9/14
	10,811	3/9/15
Mark E. Schell	7,494	3/9/13	3,356	3/9/14
	2,583	4/1/13	10,425	3/9/15
	7,494	3/9/14
	5,406	3/9/15
David T. Merrill	7,182	3/9/13	3,250	3/9/14
	2,496	4/1/13	9,953	3/9/15
	7,181	3/9/14
	5,160	3/9/15
John Cromling	7,182	3/9/13	3,250	3/9/14
	2,496	4/1/13	9,953	3/9/15
	7,181	3/9/14
	5,160	3/9/15
Bradford J. Guidry	7,919	3/9/13	3,250	3/9/14
	2,496	4/1/13	11,375	3/9/15
	7,918	3/9/14
	5,897	3/9/15


*~~Name~~*(3)	*~~Award date~~*	~~Shares subject to award and~~ ~~vesting August 23, 2010 (#)~~	~~Grant date~~ ~~FMV $~~
~~Larry D. Pinkston~~	~~12/19/07~~	~~18,267~~	~~809,411~~
~~Mark E. Schell~~	~~12/19/07~~	~~10,047~~	~~445,183~~
~~David T. Merrill~~	~~12/19/07~~	~~9,134~~	~~404,728~~
~~John Cromling~~	~~12/19/07~~	~~7,672~~	~~339,946~~
~~Bradford J. Guidry~~	~~12/19/07~~	~~8,038~~	~~356,164~~

~~Name~~

~~Award~~
~~date~~

~~Shares~~
~~subject to~~
~~award~~

~~Grant date~~
~~FMV $~~

~~Vesting schedule (#)~~

~~1/1/08~~

~~1/5/09~~

~~1/4/10~~

~~1/3/11~~

~~Larry D. Pinkston~~

~~12/19/07~~

~~12,481~~

~~553,033~~

~~(3,121~~

)

~~(3,120~~

)

~~3,120~~

~~Mark E. Schell~~

~~12/19/07~~

~~4,576~~

~~202,763~~

~~(1,144~~

)

~~(1,144~~

)

~~1,144~~

~~David T. Merrill~~

~~12/19/07~~

~~4,160~~

~~184,330~~

~~(1,040~~

)

~~(1,040~~

)

~~1,040~~

~~John Cromling~~

~~12/19/07~~

~~2,746~~

~~121,675~~

~~(687~~

)

~~(687~~

)

~~686~~

~~Bradford J. Guidry~~

~~12/19/07~~

~~2,621~~

~~116,137~~

~~(656~~

)

~~(655~~

)

~~655~~

~~(3)~~

Market value is determined based on a market value of our common stock of ~~$42.50,~~ $45.05, the closing price of our common stock on the NYSE on December 31, ~~2009.~~

~~(4)~~

~~These shares of stock appreciation rights (stock settled) vest in one-third increments on January 1st of each~~2012, the last trading day of the ~~years 2008 through 2010.~~year.

~~Name~~

~~Award date~~

~~Total SARs~~

~~Vesting schedule (#)~~

~~1/1/08~~

~~1/1/09~~

~~1/1/10~~

~~Larry D. Pinkston~~

~~12/12/06~~

~~23,716~~

~~(7,906~~

)

~~(7,905~~

)

~~7,905~~

~~Mark E. Schell~~

~~12/12/06~~

~~6,522~~

~~(2,174~~

)

~~(2,174~~

)

~~2,174~~

~~David T. Merrill~~

~~12/12/06~~

~~5,929~~

~~(1,977~~

)

~~(1,976~~

)

~~1,976~~

~~Bradford J. Guidry~~

~~12/12/06~~

~~4,150~~

~~(1,384~~

)

~~(1,383~~

)

~~1,383~~

~~John Cromling~~

~~12/12/06~~

~~4,348~~

~~(1,450~~

)

~~(1,449~~

)

~~1,449~~

~~(5)~~

~~These shares of stock appreciation rights (stock settled) vest in one-third increments, as shown below, in January of each of the years 2009 through 2011.~~

~~Name~~

~~Award date~~

~~Total SARs~~

~~Vesting schedule (#)~~

~~1/5/09~~

~~1/4/10~~

~~1/3/11~~

~~Larry D. Pinkston~~

~~12/19/07~~

~~47,529~~

~~(15,843~~

)

~~15,843~~

~~Mark E. Schell~~

~~12/19/07~~

~~17,427~~

~~(5,809~~

)

~~5,809~~

~~David T. Merrill~~

~~12/19/07~~

~~15,843~~

~~(5,281~~

)

~~5,281~~

~~Bradford J. Guidry~~

~~12/19/07~~

~~9,981~~

~~(3,327~~

)

~~3,327~~

~~John Cromling~~

~~12/19/07~~

~~10,456~~

~~(3,486~~

)

~~3,485~~

O~~PTION~~

OPTION EXERCISESANDSTOCKVESTEDTABLEFOR ~~2009~~

2012

The table below shows information regarding options and stock awards exercised and vested, respectively, for the ~~named executive officers~~NEOs in ~~2009.~~

OPTION EXERCISES AND STOCK VESTED FOR 2009
Name Option Awards Stock Awards
Number of
Shares Acquired
on Exercise (#) Value Realized
on Exercise ($) Number of
Shares
Acquired on
Vesting (#) Value Realized
on Vesting ($)⁽¹⁾
(a) (b) (c) (d) (e)
Larry D. Pinkston
0 - 5,368 241,587
Mark E. Schell
0 - 1,762 79,816
David T. Merrill
0 - 1,602 72,567
John Cromling
0 - 1,099 49,668
Bradford J. Guidry
0 - 1,048 47,363

~~Note~~2012.

OPTION EXERCISES AND STOCK VESTED FOR 2012
Name Option Awards Stock Awards
Number of
Shares
Acquired
on Exercise
(#)
Value
Realized
on Exercise
($)⁽¹⁾
Number of
Shares
Acquired
on Vesting
(#)
Value
Realized
on Vesting
($)⁽²⁾
(a) (b) (c) (d) (e)
Larry D. Pinkston 7,500 196,200 15,242 679,592
Mark E. Schell 7,500 174,225 4,672 209,489
David T. Merrill - - 4,518 202,592
John Cromling - - 4,518 202,592
Bradford J. Guidry - - 4,518 202,592

Notes to table:


(1)	Value realized equals fair market value of the stock on date of exercise minus the option price times the number of shares exercised.


(2)	Value realized equals fair market value of the stock on date of vesting times the number of shares acquired.

37
NON-~~QUALIFIED~~

NON-QUALIFIED DEFERREDCOMPENSATION

FOR 2012

We permit the ~~named executive officers~~NEOs and certain other employees to elect to receive a portion of their compensation on a deferred basis under our salary deferral plan (an unsecured, non-qualified, deferred compensation plan). We do not provide ~~any~~ matching contributions to this plan. Certain material terms of that plan are discussed below.

Under the plan, each participant may elect to defer up to 100% of his salary and any cash bonuses he or she may have earned.

A ~~participant’s~~participant's deferrals under the plan (including earnings) are credited with investment gains and losses until the amounts are paid out. Account balances are deemed invested in phantom investments selected by the executive from an array of investment options that ~~mirror~~are similar to the funds in our 401(k) plan (excluding ~~the company’s~~tour common stock fund), subject to restrictions established by the plan administrator.

The following table presents the investment gain or loss (expressed as a percentage of rate of return) for each of the investment options under the plan for ~~2009.~~

2012.



FUND		PERCENTAGE RETURN
~~Eaton Vance Large-Cap Value A~~Columbia Dividend Opportunity Z Fund		~~17.01~~	% 13.34%
~~Neuberger Berman Partners Tr~~Oppenheimer International Growth Y Fund		~~55.85~~	% 22.10%
LargeCap S&P 500 Index R5Inst. Fund		~~25.99~~	% 15.73%
~~American Funds~~LargeCap Growth I R5 Fund ~~of America R3 Fund~~		~~34.12~~	% 16.23%
~~LargeCap Growth R5 Fund~~		~~26.86~~	%
MidCap Value I R5R3 Fund		~~33.53~~	% 17.19%
MidCap S&P 400 Index R5Inst. Fund		~~36.74~~	% 17.65%
Janus ~~Advisor Mid Cap Growth~~Enterprise S Fund		~~42.51~~	% 17.33%
~~SmallCap Value R5 Fund~~		~~11.13~~	%
Neuberger Berman Genesis Tr Fund		~~26.25~~	% 9.82%
Perkins Small Cap Value T Fund	8.99%
SmallCap S&P 600 Index R5Inst Fund		~~25.21~~	% 16.10%
~~Fidelity Advisor~~Prudential Jennison Small ~~Cap T~~Company A Fund		~~27.61~~	% 13.20%
Dodge & Cox International Stock Fund		~~47.46~~	% 21.03%
~~Principal LifeTime Strategic Income R5~~American Funds New Perspective R3 Fund		~~18.27~~	%

20.40%
~~FUND~~Janus Overseas T Fund ~~PERCENTAGE RETURN~~ 12.42%
~~Principal LifeTime 2010 R5~~American Funds EuroPacific Growth R3 Fund
~~24.59~~ % 18.89%
~~Principal LifeTime 2020 R5~~Goldman Sachs Small Cap Value Inst Fund
~~27.14~~ % 16.54%
~~Principal Investors LifeTime 2030 R5~~Vanguard Target Retirement Income Inv Fund
~~28.57~~ % 8.23%
~~Principal Investors LifeTime 2040 R5~~Vanguard Target Retirement 2010 Inv Fund
~~29.13~~ % 10.12%
~~Principal Investors LifeTime 2050 R5~~Vanguard Target Retirement 2015 Inv Fund
~~29.57~~ % 11.37%
Vanguard Target Retirement 2020 Inv Fund
12.35%
Vanguard Target Retirement 2025 Inv Fund 13.29%
Vanguard Target Retirement 2030 Inv Fund 14.24%
Vanguard Target Retirement 2035 Inv Fund 15.16%
Vanguard Target Retirement 2040 Inv Fund 15.56%
Vanguard Target Retirement 2045 Inv Fund 15.58%
Vanguard Target Retirement 2050 Inv Fund 15.58%
Vanguard Target Retirement 2055 Inv Fund 15.58%
PIMCO Total Return Admin Fund
~~13.55~~ % 10.08%
Dreyfus Bond Market Index ~~Inv.~~Inv Fund
3.69%
Principal Global Investors Money Market Inst. Fund ~~4.47~~ % 0.00%

~~A participant’s plan balance becomes payable 30 days following the participant’s termination of employment.~~

At the ~~participant’s~~participant's election, the plan balance may be paid as a lump sum, or in monthly or annual installments over a period of no longer than five years. If a participant ~~does not timely designate a payment method, then payment will be made in a lump sum. If a participant~~ elects payment over a

period of years, the participant may elect that all remaining payments to his or her beneficiary be made in a lump sum on the ~~participant’s~~participant's death.

Despite the foregoing, a participant may elect to receive a lump sum distribution from the plan in the event of certain severe financial hardships. The amount of any hardship distribution may not exceed the amount necessary to satisfy the hardship.

The following table shows the ~~named executive officers’~~NEOs' contributions, earnings and account balances in our non-qualified plan as of December 31, ~~2009.~~

NON-QUALIFIED DEFERRED COMPENSATION FOR 2009

Name Executive
Contributions in
Last FY ($)⁽¹⁾ Registrant
Contributions in
Last FY ($)⁽²⁾
Aggregate
Earnings in Last
FY
($)
Aggregate
Withdrawals/
Distributions ($) Aggregate
Balance at Last
FYE ($)⁽³⁾
(a) (b) (c) (d) (e) (f)
Larry D. Pinkston
- - 184,357   275,000   807,215
Mark E. Schell
  9,000 -   67,390 - 291,552
David T. Merrill
52,200 -   40,315 - 160,807
John Cromling
- - - - -
Bradford J. Guidry
- -   3,912 -   18,569

2012.

NON-QUALIFIED DEFERRED COMPENSATION FOR 2012
Name
Executive
Contributions in
2012
($)⁽¹⁾
Registrant
Contributions in
2012
($)⁽²⁾
Aggregate
Earnings in
2012
($) Aggregate
Withdrawals/
Distributions
($)
Aggregate
Balance
at End of
2012
($)⁽¹⁾⁽³⁾
(a) (b) (c) (d) (e) (f)
Larry D. Pinkston - - 61,995 - 1,049,996
Mark E. Schell 16,000 - 47,758 - 418,045
David T. Merrill - - 28,191 - 199,117
John Cromling - - - - -
Bradford J. Guidry 120,000 - 6,333 - 142,652

Notes to ~~table~~:

table:

(1)

~~The “Executive Contributions” column above (column (b)) shows~~Only Messrs. Schell and Guidry contributed to the non-qualified deferred compensation plan in 2012. For Messrs. Pinkston, Merrill and Cromling, the amounts ~~that were also reported~~shown as ~~“salary” or “bonus”~~deferred in 2012 under footnote (1) to the ~~2009~~ Summary Compensation ~~Table. Those~~Table on page 33 reflect their contributions to their 401(k) accounts only; for Messrs. Schell and Guidry, the amounts ~~as well as~~shown in that footnote reflect both their 401(k) contributions and their contributions to their non-qualified deferred compensation plan accounts. The table below quantifies the amounts in the “Aggregate Balance” column (column (f) above)) that represent salary or bonus ~~that were~~ reported in the Summary Compensation Tables for proxy ~~materials~~statements in prior ~~years, are quantified below.~~ years. The table also quantifies the annual rate of return earned by the NEOs during 2012.



Name	Amount included in both Non-qualified Deferred Compensation Table and 2012 Summary Compensation Table ($)	Amount included in Non-qualified Deferred Compensation Table previously reported in prior years' Summary Compensation Tables ($)	Annual Rate of Return for 2012 (%)
Larry D. Pinkston	-	988,001	6.27
Mark E. Schell	15,333	354,954	13.18
David T. Merrill	-	170,726	16.49
John Cromling	-	-	-
Bradford J. Guidry	115,001	21,318	8.32


(2)	We do not make contributions to our non-qualified deferral plan.

	~~(2)~~
(3)	~~We do not make contributions to our non-qualified deferral plan.~~

~~(3)~~

The aggregate balances represent ~~2009~~2012 executive contributions and associated earnings, as well as amounts that the ~~named executive officers~~NEOs earned but elected to defer, plus earnings or losses from prior ~~years’~~years' participation in this plan.

POTENTIAL PAYMENTS ON TERMINATION OR ~~CHANGE-IN-CONTROL~~

CHANGE IN CONTROL

The discussion below provides a summary of the various plans and contracts under which each of the ~~named executive officers~~NEOs would be entitled to certain compensation in the event of termination of that ~~executive’s~~executive's employment.

We have single-trigger provisions in the plans that apply to all salaried full-time employees, including all of our NEOs (see Separation Benefit Plan, Unit Corporation Amended and Restated Stock Option Plan, Unit Corporation Stock and Incentive Compensation Plan, and Unit Corporation Annual Performance Bonus Plan, as described below). The key employee contracts that currently apply to three of our NEOs contain double-trigger provisions. It is our

belief that any plan that we maintain that contains change-in-control provisions benefits the company by enhancing the quality and stability of our workforce, since those benefits serve as incentives to our employees to remain with the company. The single-trigger provision in the broader-based plans are intended to avoid the potential ambiguity or confusion that might result on the part of the participants in those plans should a change in control occur. Given the involvement and position of the three individuals under the key employee contracts, it is believed that they are in a better position to monitor and evaluate the implementation of the second trigger mechanism during the period after a change-in-control.

The amounts that would actually be paid out can only be determined at the time of the ~~executive’s~~executive's separation from service, and

may well be different than the figures set forth below. ~~The company has~~We have determined (and, where necessary, taken any action required to carry out that determination) that, as long as the George Kaiser Family Foundation (“GKFF”) does not exceed ownership of more than 25% of the total number of ~~the company’s~~our issued and outstanding shares of

common stock, and otherwise complies with the terms and conditions of the Standstill Agreement and the Fourth Amendment to Rights Agreement entered into on March 24, 2009, GKFF’s ownership of more than 15% of our issued and outstanding shares will not constitute a ~~change in control~~change-in-control or trigger the ~~change-in-control~~change in control provisions of any company plan or the key employee contracts. The Standstill

Agreement and the Fourth Amendment to Rights Agreement were attached as exhibits to our Current Report on Form 8-K filed March 25, 2009.

S~~EPARATION~~

SEPARATION BENEFITPLAN

On December 20, 1996, effective as of January 1, 1997, our board adopted the Separation Benefit Plan of Unit Corporation and Participating Subsidiaries. This plan is generally applicable to all of our full-time salaried employees and to the salaried employees of our subsidiaries, who have been with their employer for at least one year. Subject to the terms of the plan, any eligible employee whose employment is terminated is entitled to receive a separation benefit in an amount calculated by dividing the eligible ~~employee’s~~employee's average annual base salary in effect immediately before the ~~employee’s~~employee's separation by 52 to determine a weekly separation benefit amount. The number of weekly separation benefit payments then payable to an eligible employee is calculated based on the ~~employee’s~~employee's years of service in accordance with a schedule set forth in the plan. Employees who voluntarily leave

their employment are not entitled to receive a separation benefit unless they have completed at least 20 years of service. Any eligible employee who has completed 20 years of service or more is vested in his or her separation benefit, subject to fulfilling the other requirements of the plan. Separation benefit payments are limited to a maximum of 104 weekly payments. The plan also provides that, unless otherwise provided by our board before a ~~“change-in-control”~~change in control of the company, as defined in the plan, all eligible employees shall be vested in their separation benefit as of the date of the ~~“change-in-control”~~change in control based on their years of service. An investment by the George Kaiser Family Foundation (“GKFF”) in shares of the company’s common stock is exempt from triggering the change in control provisions of this plan as long as GKFF’s total ownership does not exceed 25% of our issued and outstanding shares of common stock. As a condition to receiving the separation benefits, employees must sign a separation agreement waiving certain claims the employee may have against the company or its subsidiaries.

This table identifies the amounts that would be due to each of our ~~named executive officers~~NEOs assuming that these amounts were determined as of December 31, ~~2009.~~

2012.



~~ESTIMATED BENEFIT AMOUNTS AS OF DECEMBER~~Estimated Benefit Amounts as of December 31, ~~2009~~2012
Name		Amount Due Under Plan($)*
Larry D. Pinkston		~~1,200,000~~1,520,000
Mark E. Schell		~~513,977~~769,231
David T. Merrill		~~133,846~~276,923
John Cromling		~~267,692~~461,539
Bradford J. Guidry		~~468,461~~738,462


*	Assumes for purposes of this disclosure only that the amount shown has either vested under the terms of the plan or that a change-in-control of the company (as defined in the plan) has occurred.

C~~HANGE~~-IN-~~CONTROL~~

CHANGE-IN-CONTROL ARRANGEMENTS

Unit Corporation Amended and Restated Stock Option Plan. As provided for in option agreements entered into under the terms of the Unit Corporation Amended and Restated Stock Option Plan, all stock options vest immediately in the event of a ~~“change-in-control”~~change in control of the company. A

~~“change-in-control”~~ change in control is deemed to have occurred at the time any person or group, other than the company or an “Exempt Person,” is or becomes the beneficial owner, directly or indirectly, of our securities representing 50% or more of the combined voting power of our then outstanding securities. An Exempt Person is generally defined to be any person (or estate or trust of such person) who, on the date of the

plan, owned securities representing more than 20% of the combined voting power of our then outstanding securities, and any spouse, parent or issue of such person.

Although awards are no longer being granted under this plan, several awards still remain outstanding under the plan.

Unit Corporation Stock and Incentive Compensation Plan. The restricted shares of stock and the ~~SARs~~stock appreciation rights awards granted ~~in December 2006 and December 2007~~ under the Unit Corporation Stock and Incentive Compensation Plan vest immediately in the event of a ~~“change-of-control”~~change in control of the company. Under that plan as currently in effect, a ~~“change-in-control”~~change in control is generally defined as:

(1)

Any individual, entity or group acquiring beneficial ownership of ~~15%~~20% or more of either the outstanding shares of the ~~company’s~~company's common stock or the combined voting power of the outstanding voting securities of the company entitled to vote generally for the election of directors, provided that an investment by the George Kaiser Family Foundation (“GKFF”) in shares of the company’s common stock is deemed to be exempt from triggering the change in control provisions of this plan as long as GKFF’s total ownership does not exceed 25% of our issued and outstanding shares of common stock;directors;


(2)	Individuals who constitute the board on the date thereof ceasing to constitute a majority of the board (provided that an individual whose election or nomination as a director is approved by a vote of at least a majority of the directors as of the date thereof will be deemed a member of the incumbent board);


(3)	~~Approval by our stockholders~~Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the company or the acquisition of assets of another entity, unless following the business combinations:

all or substantially all of the beneficial owners of the ~~company’s~~company's then outstanding common stock prior to the business combination own more than 70% of the outstanding common stock of the company resulting from the business combination;

no person, entity or group owns 25% or more of the outstanding voting securities of the company resulting from the business combination; and

at least a majority of the board of the company resulting from the business combination were members of the ~~company’s~~company's board prior to the business combination; or


(4)	Approval by our stockholders of a complete liquidation or dissolution of the company.

Unit Corporation Annual Performance Bonus Plan. Under this plan as currently in effect, a change in control occurs when a natural or corporate person acquires ~~15%~~20% or more of either (i) the then outstanding shares of common stock of the company, or (ii) the combined voting power of the then outstanding voting securities of the company, provided that an investment by the George Kaiser Family Foundation (“GKFF”) in shares of the company’s common stock is exempt from triggering the change in control provisions of this plan as long as GKFF’s total ownership does not exceed 25% of our issued and outstanding shares of common stock.company. The following circumstances are not considered a change in control for purposes of this plan:

any acquisition directly from the ~~company,~~

company;

any acquisition by the ~~company,~~

company;

any acquisition by any employee benefit plan or related trust sponsored/maintained by the company or an affiliate of the ~~company,~~company; or

any acquisition related to a statutory reorganization, merger, share exchange or sale of all or substantially all of the ~~company’s~~company's assets ~~where~~

where:

all of the beneficial owners of the ~~company’s~~company's stock just prior to and just after the transaction continue to own more than 60% of the stock and voting power in substantially the same proportion to their pre-transaction ~~interests,~~interests; and

no person beneficially owns ~~15%~~20% or more of the stock result or voting power of the combined organization except to the extent they did so before the ~~transaction,~~transaction; and

at least a majority of the board of the new entity were members of the board of the previous entity.

Any participants in the performance bonus plan at the time of a change in control will receive a minimum award that is the greatest of:

the amount of the performance bonus award received by the participant for the performance period ending before the calendar year of the change ofin control; or

the amount that would be payable to the participant assuming the company achieved the target level of

the performance objectives for the performance period; or

the award amount that would be payable to the participant based on the ~~company’s~~company's actual performance and achievement of applicable performance objectives for the performance period through the date of the change in control.

If, between the date of payment of an award under the performance bonus plan and the date of a change in control, an employee is terminated without cause by the employer or by good reason at the ~~employee’s~~employee's election, the participant is entitled to receive their scheduled performance bonus award, except that if such employee is also a party to a ~~Key Employee Change in Control~~key employee change-in-control contract, then that ~~employee’s~~employee's award will be the greater or the amount they would receive under the terms of the performance bonus plan or the amount they would receive under the ~~change of control~~change-in-control contract. ~~“Cause”~~Cause is defined as willful and continued failure to perform substantially the ~~employee’s~~employee's duties (except for ~~illness )~~illness) after written demand for performance identifying nature of defective performance or willfully engaging in illegal or gross misconduct that materially and demonstrably injures the company.

~~As of December 31, 2009, no awards had been made under this plan.~~

Key Employee Contracts. We have entered into key employee change-in-control contracts with Messrs. Pinkston, Schell, and Merrill. These contracts have an initial three-year term that is automatically extended for one year on each anniversary, unless a notice not to extend is given by us. If a ~~change-in-control~~change in control of the company (as defined below) occurs during the term of the contract, then the contract becomes operative for a fixed three-year period. The contracts generally provide that the ~~executive’s~~executive's terms and conditions of employment (including position, work location, compensation and

benefits) will not be adversely changed during the three-year period after a ~~change-in-control.~~change in control. If the ~~executive’s~~executive's employment is terminated by the company (other than for cause, death or disability), the executive terminates for good reason during the three-year period, or the executive terminates employment for any reason during the 30-day period following the first anniversary of the ~~change-in-control,~~change in control, and on certain terminations before a ~~change-in-control~~change in control or in connection with or in anticipation of a ~~change-in-control,~~change in control, the executive is generally entitled to receive from the company in a lump sum the following payment and benefits:

earned but unpaid compensation;

up to 3 times the ~~executive’s~~executive's base salary plus annual bonus (based on historic annual bonus); and

the company matching contributions that would have been made had the executive continued to participate in the ~~company’s~~company's 401(k) plan for up to an additional three years.

In addition, the contract provides for a continuation of various medical, dental, disability and life insurance plans for a period of up to three years, outplacement services and the payment of all legal fees and expenses incurred by the executive in enforcing any right or benefit provided by the contract. The contract provides that the executive is entitled to receive a payment in an amount sufficient to make the executive whole for any excise tax on excess parachute payments imposed under Section 4999 of the ~~Internal Revenue~~ Code.

As a condition to receipt of these severance benefits, the executive must remain in the employ of the company and render services commensurate with his position. The executive must also agree to retain in confidence any and all confidential information known to him concerning the company and its business so long as the information is not otherwise publicly disclosed. As of the date of this proxy statement, no amounts have been paid under these contracts.

For purposes of these contracts, a ~~change-in-control~~change in control is generally defined as:


(1)	Any individual, entity or group acquiring beneficial ownership of 15% or more of either the outstanding shares of the ~~company’s~~company's common stock or the combined

voting power of the outstanding voting securities of the company entitled to vote generally for the election of directors;


(2)	Individuals who constitute the board on the date thereof cease to constitute a majority of the board, provided that an individual whose election or nomination as a director is approved by a vote of at least a majority of the directors as of the date thereof will be deemed a member of the incumbent board;


(3)	Approval by our stockholders of a reorganization, merger or consolidation or sale or other disposition ~~of all or substantially all of the assets of the company or the acquisition of assets of another entity, unless following the business combination:~~

of all or substantially all of the assets of the company or the acquisition of assets of another entity, unless following the business combination:

all or substantially all of the beneficial owners of our outstanding common stock before the business combination own more than 60% of the outstanding common stock of the corporation resulting from the business combination;

no person, entity or group owns 15% or more of the outstanding voting securities of the corporation resulting from the business combination; and,

at least a majority of the board of the company resulting from the business combination were members of the ~~company’s~~company's board prior to the business combination; or


(4)	Approval by our stockholders of a complete liquidation or dissolution of the company.

P~~AYMENTS~~

PAYMENTS ONTERMINATIONOR~~CHANGE~~-IN-

~~CONTROL~~ CHANGE-IN-CONTROL TABLE

The following table sets forth quantitative information with respect to potential payments to be made to each of the ~~named executive officers~~NEOs or their beneficiaries on termination under various circumstances, assuming termination on December 31, ~~2009.~~2012. The potential payments are based on the various plans maintained by us as well as the negotiated contractual terms of certain agreements we have made with some of the ~~named executive officers.~~NEOs. For a more detailed description of each of these plans and agreements, see the discussion of each plan and agreement above. These disclosed amounts are estimates only and do not necessarily reflect the actual amounts that would be paid to the executive. Actual amounts would only be known at the time they would become due under the plan(s) or agreement.

The amounts presented in the table below are in addition to each of the ~~named executive officer’s~~NEO's deferred compensation noted in the ~~“Non-Qualified Deferred Compensation For 2009”~~“Non-qualified deferred compensation for 2012” table on page ~~35.~~

TYPE OF TRIGGERING EVENT
Named Executive
Officer Death or
Disability Voluntary
Termination
or
Retirement Change in
Control
without
Termination Termination
by Company
for Cause Termination
by Company
without
Cause
unrelated to
Change in
Control Termination
by Company
or by
Executive
for Good
Reason after
Change in
Control Termination
by Executive
without
Good
Reason after
Change in
Control
Larry D. Pinkston

Key Employee Contract Payments:
Salary under contract
formula⁽¹⁾
- - - - - $ 1,800,000 -
Bonus under contract
formula⁽¹⁾
- - - - - $ 1,800,000 -
Previously-earned but unpaid bonus amounts
- - - - - - -
Tax Gross-up⁽²⁾
- - - - - $ 1,326,180 -
36 months 401(k) company match
- - - - - $ 51,597 -
Health Insurance⁽³⁾
- - - - - $ 17,499 -
Disability Insurance⁽³⁾
- - - - - $ 4,391 -
Outplacement Services
- - - - - $ 30,000 -
Stock Awards⁽⁴⁾
$ 1,137,046 - $ 1,137,046 - - $ 1,137,046 $ 1,137,046
Option and SARs Awards⁽⁵⁾
- - - - - - -
Separation Benefit Plan Payment
$ 1,200,000 $ 1,200,000 - - $ 1,200,000 $ 1,200,000 $ 1,200,000
$ 2,337,046 $ 1,200,000 $ 1,137,046 $ - $ 1,200,000 $ 7,366,713 $ 2,337,046
Mark E. Schell

Key Employee Contract Payments:
Salary under contract formula⁽¹⁾
- - - - - $ 900,000 -
Bonus under contract formula⁽¹⁾
- - - - - $ 660,000 -
Previously-earned but unpaid bonus amounts
- - - �� - - - -
Tax Gross-up⁽²⁾
- - - - - - -
36 months 401(k) company match
- - - - - $ 51,597 -
Health Insurance⁽³⁾
- - - - - $ 30,048 -
Disability Insurance⁽³⁾
- - - - - $ 2,231 -
Outplacement Services
- - - - - $ 30,000 -
Stock Awards⁽⁴⁾
$ 550,503 - $ 550,503 - - $ 550,503 $ 550,503
Option and SARs Awards⁽⁵⁾
- - - - - - -
Separation Benefit Plan Payment
$ 507,692 $ 507,692 - - $ 507,692 $ 507,692 $ 507,692
$ 1,058,195 $ 507,692 $ 550,503 $ - $ 507,692 $ 2,732,071 $ 1,058,195

TYPE OF TRIGGERING EVENT
Named Executive
Officer Death or
Disability Voluntary
Termination
or
Retirement Change in
Control
without
Termination Termination
by Company
for Cause Termination
by Company
without
Cause
unrelated to
Change in
Control Termination
by Company
or by
Executive
for Good
Reason after
Change in
Control Termination
by Executive
without
Good
Reason after
Change in
Control
David T. Merrill

Key Employee Contract Payments:
Salary under contract formula⁽¹⁾
- - - - - $ 870,000 -
Bonus under contract formula⁽¹⁾
- - - - - $ 600,000 -
Previously-earned but unpaid bonus amounts
- - - - - - -
Tax Gross-up⁽²⁾
- - - - - $ 606,313 -
36 months 401(k) company match
- - - - - $ 50,081 -
Health Insurance⁽³⁾
- - - - - $ 19,263 -
Disability Insurance⁽³⁾
- - - - - $ 2,159 -
Outplacement Services
- - - - - $ 30,000 -
Stock Awards⁽⁴⁾
$ 500,480 - $ 500,480 - - $ 500,480 $ 500,480
Option and SARs Awards⁽⁵⁾
- - - - - - -
Separation Benefit Plan Payment
$ 133,846 $ 133,846 - - $ 133,846 $ 133,846 $ 133,846
$ 634,326 $ 133,846 $ 500,480 $ - $ 133,846 $ 2,812,142 $ 634,326
John Cromling

Stock Awards⁽⁴⁾
$ 401,880 - $ 401,880 - - $ 401,880 $ 401,880
Option and SARs Awards⁽⁵⁾
$ 7,215 - $ 7,215 - - $ 7,215 $ 7,215
Separation Benefit Plan Payment
$ 267,692 $ 267,692 - - $ 267,692 $ 267,692 $ 267,692
$ 676,787 $ 267,692 $ 409,095 $ - $ 267,692 $ 676,787 $ 676,787
Bradford J. Guidry

Stock Awards⁽⁴⁾
$ 413,994 - $ 413,994 - - $ 413,994 $ 413,994
Option and SARs Awards⁽⁵⁾
$ 7,215 - $ 7,215 - - $ 7,215 $ 7,215
Separation Benefit Plan Payment
$ 468,462 $ 468,462 - - $ 468,462 $ 468,462 $ 468,462
$ 889,671 $ 468,462 $ 421,209 $ - $ 468,462 $ 889,671 $ 889,671

39.

TYPE OF TRIGGERING EVENT
Named Executive
Officer Death or
Disability Voluntary
Termination
or
Retirement Change in
Control
Without
Termination Termination
by Company
for Cause Termination
by Company
Without Cause
Unrelated to
Change in
Control Termination
by Company
or by
Executive
for Good
Reason After
Change in
Control Termination
by Executive
Without Good
Reason After
Change in
Control
Larry D. Pinkston
Key Employee Contract Payments:
Salary under contract formula⁽¹⁾
- - - - - 2,280,000 -
Bonus under contract formula⁽¹⁾
- - - - - 1,622,106 -
Previously-earned but unpaid bonus amounts - - - - - - -
Tax Gross-up⁽²⁾
- - - - - - -
36 months 401(k) company match - - - - - 52,650 -
Health Insurance⁽³⁾
- - - - - 26,938 -
Disability Insurance⁽³⁾
- - - - - 5,542 -
Outplacement Services - - - - - 30,000 -
Stock Awards⁽⁴⁾
3,390,554 - 3,390,554 - - 3,390,554 3,390,554
Option and SARs Awards - - - - - - -
Separation Benefit Plan Payment 1,520,000 1,520,000 - - 1,520,000 1,520,000 1,520,000
4,910,554 1,520,000 3,390,554 - 1,520,000 8,927,790 4,910,554
Mark E. Schell
Key Employee Contract Payments:
Salary under contract formula⁽¹⁾
- - - - - 1,200,000 -
Bonus under contract formula⁽¹⁾
- - - - - 525,000 -
Previously-earned but unpaid bonus amounts - - - - - - -
Tax Gross-up⁽²⁾
- - - - - - -
36 months 401(k) company match - - - - - 52,650 -
Health Insurance⁽³⁾
- - - - - 44,204 -
Disability Insurance⁽³⁾
- - - - - 2,951 -
Outplacement Services - - - - - 30,000 -
Stock Awards⁽⁴⁾
1,469,169 1,469,169 1,469,169 1,469,169
Option and SARs Awards - - - - - - -
Separation Benefit Plan Payment 769,231 769,231 - - 769,231 769,231 769,231
2,238,400 769,231 1,469,169 - 769,231 4,093,205 2,238,400

43

TYPE OF TRIGGERING EVENT
Named Executive
Officer Death or
Disability Voluntary
Termination
or
Retirement Change in
Control
Without
Termination Termination
by Company
for Cause Termination
by Company
Without Cause
Unrelated to
Change in
Control Termination
by Company
or by
Executive
for Good
Reason After
Change in
Control Termination
by Executive
Without Good
Reason After
Change in
Control
David T. Merrill
Key Employee Contract Payments:
Salary under contract formula⁽¹⁾
- - - - - 1,200,000 -
Bonus under contract formula⁽¹⁾
- - - - - 510,000 -
Previously-earned but unpaid bonus amounts - - - - - - -
Tax Gross-up⁽²⁾
- - - - - 801,130 -
36 months 401(k) company match - - - - - 52,650 -
Health Insurance⁽³⁾
- - - - - 30,140 -
Disability Insurance⁽³⁾
- - - - - 2,951 -
Outplacement Services - - - - - 30,000 -
Stock Awards⁽⁴⁾
1,407,993 1,407,993 1,407,993 1,407,993
Option and SARs Awards - - - - - - -
Separation Benefit Plan Payment 276,923 276,923 - - 276,923 276,923 276,923
1,684,916 276,923 1,407,993 - 276,923 4,311,787 1,684,916
John Cromling
Stock Awards⁽⁴⁾
1,407,993 - 1,407,993 - - 1,407,993 1,407,993
Option and SARs Awards - - - - - - -
Separation Benefit Plan Payment 461,539 461,539 - - 461,539 461,539 461,539
1,869,532 461,539 1,407,993 - 461,539 1,869,532 1,869,532
Bradford J. Guidry
Stock Awards⁽⁴⁾
1,550,306 - 1,550,306 - - 1,550,306 1,550,306
Option and SARs Awards - - - - - - -
Separation Benefit Plan Payment 738,462 738,462 - - 738,462 738,462 738,462
2,288,768 738,462 1,550,306 - 738,462 2,288,768 2,288,768

Notes to Table:

(1)

It is assumed for purposes of these calculations that all year-to-date accrued salary, bonus and vacation pay is current as of December 31, ~~2009.~~2012. This amount is based on the ~~2009~~2012 salary and excludes the bonus awarded in February ~~2010~~2013 but deemed earned in ~~2009,~~2012, since that bonus amount would not be a factor in calculating these amounts under the terms of the governing agreements. If that bonus had been included in these calculations, there would be no changes to the figures set forth above. This calculation represents the product of 3 and the sum of:


(i)	the executive ~~officer’s~~officer's annual base salary, as defined, and


(ii)	the highest annual bonus (as determined under the agreement).

(2)

The estimated tax gross up is based on the 20% excise tax, grossed up for taxes, on the amount of severance and other benefits above each ~~individual’s~~individual's average five-year W-2 earnings times 3. This estimate is made as of December 31, ~~2009.~~2012. For ~~Mr.~~Messrs. Pinkston and Schell, payment due under change-in-control provisions did not exceed ~~his~~their respective base ~~amount~~amounts times 3.


(3)	The amount for health and disability coverage was determined by assuming that the rate of cost increases for ~~such~~ coverage equals the discount rate applicable to reduce the amount to present value as of December 31, ~~2009.~~2012.


(4)	The value of restricted stock assumes a fair market value for our common stock of ~~$42.50,~~$45.05, the closing price of our common stock on the NYSE on December 31, ~~2009.~~2012. All performance-based restricted stock has been assumed to vest at target. Target means performance at the 60

~~(5)~~^th

~~The~~ percentile of the peer group, which pays at 100% of the face value of ~~stock options and SARs assumes a fair market value for our common stock of $42.50,~~ the ~~closing price of our common stock on the NYSE on December 31, 2009. Value is calculated on the basis~~performance-based component of the ~~difference between $42.50 and the exercise price multiplied by the number of shares of common stock underlying the options and SARs.~~award.

44
R~~ETIREMENT~~OR~~CONSULTINGAGREEMENTS~~

In connection with the retirement of Mr. King P. Kirchner from his position as our chief executive officer, we entered into a Separation Agreement with Mr. Kirchner on May 11, 2001. Under this agreement, Mr. Kirchner was entitled to receive a total of $2.4 million. For the first two years under the agreement, Mr. Kirchner received, as part of the total due him, payments under the terms of the company’s Separation Benefit Plan for Senior Management or a total of $560,000. Then, commencing in July 2003 and continuing through June 2009, Mr. Kirchner received the $1,840,000 balance at the rate of $300,000 per year paid in monthly installments of $25,000.

~~We have also entered into an agreement with Mr. John G. Nikkel, our former chief executive~~

officer, providing for him to serve as a consultant to the company when he retired on April 1, 2005. Under this agreement, which is for a one year term extendable for successive one year periods by mutual agreement, Mr. Nikkel receives, on an annual basis, $70,000 per year. We have extended the agreement until April 1, 2010. In addition, we provide him with office space and secretarial services for the time he serves as a consultant. At its February 2005 meeting, the compensation committee elected to reward Mr. Nikkel for his 21 years of service to the company by awarding him with a cash bonus of $750,000 payable in 24 monthly installments commencing on the 20th month following his retirement. Effective November 15, 2008, Mr. Nikkel received all of the cash bonus award.

RELATED PERSON TRANSACTIONS

OUR

OUR RELATEDPERSONTRANSACTIONPOLICY

Our board has adopted a policy and procedures for the review, approval or ratification of related person transactions (as defined below) which is set forth in our Policy and Procedures with Respect to Related Person Transactions (the “Policy”).

For purposes of the Policy, a “related person transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which the company (including any of its subsidiaries) was, is or will be a participant and in which any Related Person (as defined below) had, has or will have a direct or indirect material interest, other than (1) transactions in which the amount involved does not exceed ~~$100,000,~~$120,000, (2) transactions available to employees generally, or (3) transactions involving compensation approved by the ~~company’s~~company's compensation committee.

For purposes of the Policy, a “related person” means (1) any person who is, or at any time since the beginning of the ~~company’s~~company's last fiscal year was, a director or executive officer of the company or a nominee to become a director of the company, (2) any person who is known to be the beneficial owner of more than 5% of our voting securities, (3) any immediate family member of any of the above persons, which means any child, stepchild,

parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the director, executive officer, nominee or more than 5% beneficial owner, and any person (other than a tenant or employee) sharing the household of such director, executive officer, nominee or more than 5% beneficial owner, and (4) any firm, corporation or other entity in which any of the foregoing persons is employed or is a general partner or principal or in a similar position or in which such person has a 5% or greater ownership or economic interest.

Our audit committee is responsible for reviewing and approving (or prohibiting) any transaction that is determined by our general counsel to constitute a related person transaction. The audit committee will consider all of the relevant facts and circumstances available to it, including (if applicable) but not limited to (1) the benefits to the company, (2) the impact on a ~~director’s~~director's independence in the event the related person is a director, an immediate family member of a director or an entity in which a director is a partner, stockholder or executive officer, (3) the availability of other sources for comparable products or services, (4) the terms of the transaction, and (5) the terms available to unrelated third parties or to employees generally. No member of the audit committee will

participate in any review, consideration or approval of any related person

transaction with respect to which such member or any of his or her immediate family members is the related person. The audit committee will approve only those related person transactions that are in, or are not inconsistent with, the best interests of the company and its stockholders, as the audit committee determines in good faith.

C~~ERTAIN~~
CERTAIN TRANSACTIONSBETWEENTHECOMPANYANDITSOFFICERS, DIRECTORS, NOMINEES FOR DIRECTOR AND THEIR ASSOCIATES

On November 21, 2011, Superior Pipeline Company, L.L.C. (“Superior”),~~DIRECTORS~~ a wholly-owned subsidiary of the company, entered into a Gas Purchase Agreement with Sullivan and Company, L.L.C. (“Sullivan”),~~NOMINEESFORDIRECTORANDTHEIRASSOCIATES~~

~~Since 1984,~~ an Oklahoma limited liability company, for which Robert Sullivan Jr., one of our ~~subsidiaries, or its predecessor, has formed employee-limited partnerships~~directors, is a manager and a co-owner. Under the terms of the agreement, Sullivan is selling natural gas to Superior, which will gather, process and sell purchased volumes. The term of the agreement is for ~~investment~~a five-year period beginning September 1, 2011, after which it will be on a year-to-year basis until terminated by either party on sixty days written notice. The agreement is believed to be the result of an arm’s length transaction reflecting market rate terms and conditions and comparable to those in similar agreements negotiated by Superior with similarly situated sellers of natural gas in the same market during the same general time frame. Our Audit Committee, in accordance with the Policy, and the board have determined that this agreement is in the best interest of the company and that the resulting relationship is not one that at the current time constitutes a material relationship between Mr. Sullivan and the company. In 2012, Sullivan and Company received a total of $158,644 under the terms of the agreement, which is less than 2% of the consolidated gross revenues for Sullivan and Company for each of 2012, 2011, and 2010.

Additionally, G. Bailey Peyton IV, one of our ~~employees~~directors, serves as President and ~~directors. The limited partnerships participate~~co-owner of Upland Resources, LLC, a small independent oil and natural gas exploration company that, in the ordinary course of business during 2012, under standard day-rate contracts available generally to all similarly-situated customers at that time and in that region and with ~~Unit Petroleum Company,~~appropriate audit committee and board pre-approval, was a ~~subsidiary of ours,~~participant in ~~its~~wells for which the company's drilling segment performed contract drilling services. We received approximately $1.6 million for those services in 2012. Additionally, through our exploration and ~~production operations.~~

productions segment, we paid or distributed royalties in

2012 (primarily as a successor-in-interest to prior transactions and as operator of the wells involved, and in some instances as lessee) to Mr. Peyton, members of Mr. Peyton's family, and Peyton Royalties, LP (a subsidiary of

~~Investment in these programs is offered, where allowed under applicable law,~~

Peyton Holdings Corporation, owned by Mr. Peyton). Those royalty payments amounted to ~~all of our full time salaried employees who satisfy certain financial and other qualification requirements.~~

~~Over the years, certain of our named executive officers and directors have invested in these employee programs. The following table shows their investments in the 2009 and 2010 employee programs.~~

Officer/Director 2009
Employee
Program($) 2010
Employee
Program($)
King P. Kirchner
100,000 150,000
J. Michael Adcock
100,000 113,000
Larry D. Pinkston
4,000 12,000
Gary R. Christopher
40,000 50,000
approximately $1.2 million during 2012.

REPORT OF THE AUDIT COMMITTEE

The SEC rules require that we include in our proxy statement a report from the ~~board’s~~board's audit committee. The following report concerns that ~~committee’s~~committee's activities regarding oversight of our financial reporting and auditing process.

The audit committee assists the board in fulfilling its responsibility for oversight of the quality and integrity of our accounting, auditing and financial reporting practices. Our management has the primary responsibility for the financial statements and the reporting process including the systems of internal controls.

In fulfilling its oversight responsibilities, the committee reviewed the audited financial statements in our annual report on Form 10-K for ~~2009~~2012 with our management including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements.

The committee reviewed with our independent registered public accounting firm, who is responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, its judgments as to the quality, not just the acceptability, of the ~~company’s~~company's accounting principles and such other matters as are

required to be discussed with the committee under generally-accepted auditing standards, including Statement on Auditing Standards No. 61 (Communication with Audit Committees), as amended and as adopted by the Public Company Accounting Oversight Board (PCAOB) in Rule 3200T. The committee has discussed with the independent registered public accounting firm the ~~auditors’~~auditors' independence from management, including the implications of the SEC regulations regarding the provisions of non-audit services by the independent registered public accounting firm and determined that the provisions of the non-audit services were not inconsistent with the independent registered public accounting ~~firm’s~~firm's status as an independent registered public accounting firm. In addition, the committee received the written disclosures and letter from the independent registered public accounting firm required by PCAOB Rule 3526.

The committee also reviewed the report of management contained in our annual report on Form 10-K for the year ~~2009~~2012 filed with the SEC, as well as PricewaterhouseCoopers ~~LLP’s~~LLP's Report of Independent Registered Public Accounting Firm (included in our annual report on Form 10-K). This report related to its audit of (i) the consolidated financial statements, and (ii) the effectiveness of internal control over financial reporting.

Based on review and discussions with management and the independent registered public accounting firm, the committee recommended to the board that the ~~company’s~~company's audited financial statements be included in its annual report on Form 10-K for the year ended December 31, ~~2009,~~2012, for filing with the SEC. The committee also discussed the interim financial information contained in each quarterly earnings announcement and Form 10-Q with our chief financial officer and independent registered public accounting firm before public release.

The board and the audit committee believe that the audit ~~committee’s~~committee's current member composition satisfies the rule of the NYSE that governs audit

committee composition, including the requirement that audit committee members all be “independent directors” as that term is defined by applicable NYSE rule. Each member of the committee is financially literate, knowledgeable and qualified to review financial statements. The board has determined that Steven B. Hildebrand, ~~and~~ Gary R. Christopher and Larry C. Payne qualify as “audit committee financial experts” under the rules of the SEC. During the year ~~2009,~~2012, the committee met ~~nine~~ten times.

Members of the Audit Committee:

Steven B. Hildebrand – Chairman

William B. Morgan

Gary R. Christopher

J. Michael Adcock

Larry C. Payne

PRINCIPAL ACCOUNTANT FEES AND SERVICES

~~The~~

By April 16, 2013, the audit committee ~~has~~expects to have appointed PricewaterhouseCoopers LLP as ~~the company’s~~our independent registered public accounting firm for the fiscal year ending December 31, ~~2010.~~

F~~EES~~2013.

FEES INCURREDFOR P~~RICEWATERHOUSE~~C~~OOPERS~~ PRICEWATERHOUSECOOPERS LLP

The following table shows the fees for professional audit services provided by PricewaterhouseCoopers LLP for the integrated audit of the ~~company’s~~company's annual financial statements for the years ended December 31, ~~2008~~2012 and ~~2009,~~2011, and fees billed for other services during those years.

      2008
($)    2009
($)
Audit Fees⁽¹⁾
   600,000    600,000
Audit-Related Fees⁽²⁾
     97,600    102,600
Tax Fees⁽³⁾
     10,200      31,925
All Other Fees
   -    -
Total
   707,800    734,525

2012 ($) 2011 ($)
Audit Fees⁽¹⁾
664,500 711,300
Audit-Related Fees⁽²⁾
227,500 105,000
Tax Fees⁽³⁾
10,700 53,200
All Other Fees - -
Total 902,700 869,500

Notes to table:

~~(1)~~
(1)	Audit fees represent fees for professional services provided in connection with the integrated audit of our financial statements and review of our quarterly financial statements and audit services provided in connection with the issuance of consents and assistance with review of documents filed with the SEC.

~~(2)~~
(2)	Audit-related fees consisted primarily of services provided in connection with audits of an employee benefit plan, ~~and~~ oil and gas ~~partnerships.~~partnerships, and for 2012, review of the Noble properties acquisition.

~~(3)~~
(3)	For fiscal ~~2008~~2012 and ~~2009,~~2011, respectively, tax fees principally included tax compliance fees of ~~$10,200~~$10,700 and ~~$27,025, and~~$53,200. No fees for tax advice ~~fees of $0 and $4,900.~~were incurred in 2012 or 2011.

POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF INDEPENDENT AUDITOR

P~~OLICY~~ON~~AUDITCOMMITTEEPRE~~-~~APPROVAL~~OF~~AUDITANDPERMISSIBLENON~~-~~AUDITSERVICES~~OF~~INDEPENDENTAUDITOR~~

Consistent with SEC policies regarding auditor independence, the audit committee has responsibility for appointing, setting compensation and overseeing the work of the independent registered public accounting firm. In recognition of this responsibility, the audit committee has established a policy to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm.

Before incurring the following, management will submit a list of services and related fees expected to be rendered during that year within each of the following four categories of services to the audit committee for approval:

1.
(1)	Auditservices include audit work performed on the financial statements, internal control over financial reporting, as well as work that generally only the independent registered public accounting firm can reasonably be expected to provide, including comfort letters, statutory audits, and discussions surrounding the proper application of financial accounting ~~and/or~~and reporting standards.

2.	~~Audit-Related~~
(2)	Audit-relatedservices are for assurance and related services that are traditionally performed by the independent registered public accounting firm, including due diligence related to mergers

and acquisitions, employee benefit plan audits, and special procedures required to meet certain regulatory requirements.

(3)

Taxservices include all services, except those services specifically related to the audit of the financial statements performed by the independent registered public accounting ~~firm’s~~firm's tax personnel, including tax analysis; assisting with coordination of execution of tax related activities, primarily in the area of corporate development; supporting other tax related regulatory requirements; and tax compliance and reporting.

4.
(4)	Other Fees are those associated with services not captured in the other categories. ~~The company~~We generally ~~doesn’t~~do not request such services from the independent registered public accounting firm.

The audit committee pre-approves the independent registered public accounting ~~firm’s~~firm's services within

each category. The fees are budgeted and the audit committee requires the independent registered public accounting firm and management to report actual fees versus the budget periodically throughout the year. During the year, circumstances may arise when it may become necessary to engage the independent registered public accounting firm for additional services not contemplated in the original pre-approval categories. In those instances (subject to certain de minimus exceptions), the audit committee requires specific pre-approval before engaging the independent registered public accounting firm.

The audit committee may (and has at various times in the past) delegate pre-approval authority to one or more of its members. The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the audit committee at its next scheduled meeting.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

~~During 2009, the~~

The following directors (none of whom was or had been an officer or employee of the company or any of its subsidiaries) served on the compensation ~~committee:~~committee during the full course of fiscal year 2012: J. Michael Adcock, William B. Morgan, John H. Williams, ~~and~~ Steven B. ~~Hildebrand.~~Hildebrand and G. Bailey Peyton. See “Certain transactions between the company and its officers, directors, nominees for director and their associates,”

above, for details on ordinary course transactions between G. Bailey Peyton or his affiliated companies and our operating segments during 2012. G. Bailey Peyton does not currently serve on the compensation committee. There ~~are~~were no committee interlocks with other companies within the meaning of the ~~SEC’s~~SEC's rules during ~~2009.~~

2012.

~~As more fully discussed in “RELATED PERSON TRANSACTIONS – CERTAIN~~ T~~RANSACTIONS~~ B~~ETWEEN~~ THE C~~OMPANY~~ AND ITS O~~FFICERS, DIRECTORS, NOMINEES~~ FOR D~~IRECTOR~~ AND T~~HEIR~~ A~~SSOCIATES,” certain directors and officers have, from time to time invested in limited partnerships that are formed and administered by one of the company’s subsidiaries.~~

ITEMS TO BE VOTED ON

I~~TEM~~

ITEM 1: E~~LECTION~~ELECTION OFDIRECTORS

Item 1 is the election of three directors to the board. Our Amended and Restated Certificate of Incorporation provides that the number of directors on our board may not be less than three nor more than ten. Our board currently is composed of ~~nine~~ten members and is divided into three classes ~~with~~ each ~~director~~ serving for a three-year term. Classes I and II consist of three directors and Class III consists of four directors. At each annual meeting, the term of one class expires. The term of service for those named directors serving in Class II expires at this meeting.

We know of no reason why any nominee may be unable to serve as a director. If any nominee is unable to serve, your proxy

may vote for another nominee proposed by the board, or the board may reduce the number of directors to be elected.

If any director resigns, dies or is otherwise unable to serve out his or her term, or the board increases the number of directors, the board may fill the vacancy or elect the new director.

Our nominating and governance committee has recommended, and the board has approved, the nominees listed below to stand for election. Each nominee has previously been elected by our stockholders. Information concerning each nominee and each continuing director is provided below.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE ~~IN FAVOR OF ELECTING THE THREE NOMINEES.~~

FOR EACH OF:

William B. Morgan,

John H. Williams, and

Larry D. Pinkston.



Nominees For Director
Terms expiring at ~~2010~~ 2013 annual meeting (Class II)	William B. Morgan Age 65 68 Director since 1988	Mr. Morgan was elected a director of the company in 1988. Mr. Morgan is engaged in personal investments and volunteer activities and has been for more than five years. Mr. Morgan retired in June 2007 from his position as Executive Vice President and General Counsel of St. John Health System, Inc., Tulsa, Oklahoma, and President of its principal for-profit subsidiary Utica Services, Inc., which positions he had held since 1995. Prior to joining St. John, he was Partner in the law firm of Doerner, Saunders, Daniel & Anderson, Tulsa, Oklahoma, and served as Adjunct Professor of Law at the University of Tulsa College of Law, where he taught Securities Regulation. During 1968 and 1969, he served as a United States Army Officer in Vietnam and was awarded several medals including the Bronze Star. Mr. Morgan has an undergraduate degree from Muhlenberg College, Allentown, Pennsylvania, and a Juris Doctor from the University of Tulsa College of Law. Mr. Morgan is a member of numerous professional and Bar associations and various federal Bars including the United States Supreme Court. He has been listed in ~~Who’s~~Who's Who in American Law,~~Who’s~~ Who's Who in American Education and The Best Lawyers in ~~America.~~America. Mr. Morgan is a Fellow of the American College of Healthcare ~~Executives.~~Executives and a Dispute Resolution Arbitrator with the Financial Industry Regulatory Authority.



		John H. Williams Age 91 94 Director since 1988		Mr. Williams was elected a director of the company in December 1988. Mr. Williams is engaged in personal investments and has been for more than five years. He was Chairman of the Board and ~~Chief Executive Officer~~CEO of The Williams Companies, Inc. before retiring in 1978, and he continues to serve as an honorary director. Mr. Williams is, and for more than the last five years has been, a director, ~~and~~ audit committee member, and member and chairman of the nominating and governance committee of Apco Oil & Gas International, Inc. (a Nasdaq registered company) as well as an honorary director of Willbros Group, Inc. He formerly served as a director of Petrolera Entre Lomas S.A. In addition, Mr. Williams is a member of the Tulsa Performing Arts Center Trust and is a finance committee member and has served in those capacities since 1977. Mr. Williams was a 1977 inductee into the Oklahoma Hall of Fame, and a 2006 inductee into the University of Tulsa, Collins College of Business Hall of Fame.
		Larry D. Pinkston Age 55 58 Director since 2004		Mr. Pinkston joined the company in December 1981. He had served as Corporate Budget Director and Assistant Controller before being appointed Controller in February 1985. In December 1986, he was elected Treasurer and was elected to the position of Vice President and Chief Financial Officer in May 1989. In August 2003, he was elected to the position of President. He was elected a director by the board in January 2004. In February 2004, in addition to his position as President, he was elected to the office of Chief Operating Officer. Effective April 1, 2005, Mr. Pinkston was elected to the additional position of ~~Chief Executive Officer.~~CEO. He holds a Bachelor of Science Degree in Accounting from East Central University of Oklahoma.
Continuing Directors
Terms ~~expiring~~Expiring at ~~2011~~ 2014 annual meeting (Class III)		~~King P.~~ ~~Kirchner~~ ~~Age 82~~ ~~Director~~ ~~since 1963~~		Mr. Kirchner, a co-founder of the company, has been a director since 1963. He served as Unit’s President until November 1983, as its Chief Executive Officer until June 30, 2001, and served as the Chairman of the Board until July 31, 2003. Mr. Kirchner is a Registered Professional Engineer within the State of Oklahoma, having received degrees in Mechanical Engineering from Oklahoma State University and in Petroleum Engineering, with honors, from the University of Oklahoma. Following graduation, he was employed by Lufkin Manufacturing as a development engineer for hydraulic pumping units. Prior to co-founding Unit, he served in the U.S. Army during the Korean War and after that as vice-president of engineering and operations for Woolaroc Oil Company. Mr. Kirchner is a 2006 inductee into both the Oklahoma Hall of Fame and the University of Tulsa, Collins College of Business Hall of Fame.
	J. Michael Adcock Age 61 64 Director since 1997		Mr. Adcock was elected a director in December 1997. He is an attorney and is currently a Co-trustee of the Don Bodard Trust, which is a private business trust that deals in real estate, oil and natural gas properties and other equity investments. He is Chairman of the Board of Arvest Bank, Shawnee, and a director, finance chair, and compensation committee member of Community Health Partners, Inc. Mr. Adcock is also a ~~past director~~co-owner of ~~Midwest Consolidated Plastics, LLC.~~Central Disposal, LLC, a solid waste management company with operations in Central Oklahoma. Between 1997 and September 1998 he was the Chairman of the Board of Ameribank and President and ~~Chief Executive Officer~~CEO of American National Bank and Trust Company of Shawnee, Oklahoma, and Chairman of AmeriTrust Corporation, Tulsa, Oklahoma. Prior to holding these positions, he was engaged in the private practice of law and served as General Counsel for Ameribank Corporation.

Steven B.
Hildebrand
Age 54
58
Director
since 2008
Mr. Hildebrand was elected as a director in October 2008. Since March 2008, he has been engaged in ~~the business of~~ personal ~~investments,~~investments. Mr. Hildebrand retired in ~~March~~ 2008 from ~~a 21-year tenure at~~ Dollar Thrifty Automotive Group, Inc. (NYSE: DTG), a car rental ~~company,~~business, where he served as Executive Vice President and ~~its subsidiaries. Mr. Hildebrand was the~~ Chief Financial Officer ~~during his last ten years with Dollar Thrifty Automotive Group and before~~since 1997. Prior to that, Mr. Hildebrand served as Executive Vice President and Chief Financial Officer of Thrifty Rent-A-Car System, Inc., a subsidiary of Dollar Thrifty. ~~Before joining Dollar Thrifty,~~ Mr. Hildebrand ~~served~~joined Thrifty Rent-A-Car System, Inc. in ~~several positions for~~1987 as Vice President and Treasurer and became Chief Financial Officer in 1989. Mr. Hildebrand was with Franklin Supply Company, an oilfield supply business, from 1980 to 1987 where he held several positions including Controller and Vice President of Finance. From 1976 to 1980, Mr. Hildebrand was with the ~~public~~ accounting firm Coopers & Lybrand, most recently as Audit Supervisor. Mr. Hildebrand has been designated by the board of directors as an audit committee financial expert. Mr. Hildebrand has ~~served as~~been a director ~~for the Tulsa Area United Way for the last five years, and~~of APMEX Precious Metals Management Services, Inc. since December 2011. Mr. Hildebrand has served on ~~its~~boards for several charitable organizations in the Tulsa community.



	Larry C. Payne Age 65 Director since 2011	Mr. Payne currently serves as President and Chief Executive Officer of LESA and Associates, LLC, a private investment and consulting firm he started in June of 2011. Additionally, since December 2012, Mr. Payne has served as Interim President of Magnum NGLs, LLC, a private company engaged in natural gas liquids storage in Delta, Utah. From April 2010 to April 2011, Mr. Payne served as President and Chief Operating Officer of Lansing NGL Services Natural Gas Liquids Division, a division of Lansing Trade Group, LLC, a commodities trading company located in Overland Park, Kansas. From August 2009 to April 2010, Mr. Payne provided energy consulting services to private clients interested in the midstream energy business. From 2003 until August 2009 Mr. Payne served as President and Chief Operating Officer of SemStream, L.P., a midstream energy company engaged in natural gas liquids supply and marketing. Before joining SemStream, Mr. Payne served as Vice President of Commodity Management for Williams Midstream Marketing and Risk Management, LLC., and before that he served as Vice President of Natural Gas Liquids Supply, Trading and Risk Management for Texaco NGL. During his earlier years of service, Mr. Payne held numerous other positions in the energy industry including executive positions with Enterprise Products, Aux Sable Liquid Products and Ferrellgas. Mr. Payne received a B.S. in Business Administration from Grambling State University, and an MBA from Texas Southern University with a concentration in Finance and ~~Audit Committee~~Economics. Mr. Payne currently serves on the board of directors for the ~~last four years.~~following non-profit organizations: the Wayman Tisdale Foundation, the Board of Trustees for the Metropolitan Baptist Church, and Big Brothers Big Sisters of Oklahoma.
	G. Bailey Peyton IV Age 58 Director since 2011	From 1985 to the current date, Mr. Peyton has been President of Peyton Holdings Corporation (formerly Peyton Oil and Gas), a Canadian, Texas company he formed in 1985 for purposes of buying land, minerals, and royalties. From 2009 to date, Mr. Peyton has owned and served as President and managing member of Perryton Feeders, LLC, a cattle feeding business in Perryton, Texas. Also from 2009 to date, Mr. Peyton has owned and served as President of Cuatro Cattle Company, a cattle ranching operation in Canadian, Texas. From 2007 to date Mr. Peyton has served as President and co-owner of Upland Resources, LLC, a Canadian, Texas oil and gas exploration company that began actively drilling in the Texas Panhandle in 2012. From 1984 to 2007, Mr. Peyton served as President of Upland Resources, Inc., an oil and natural gas exploration company he founded and later sold. Mr. Peyton currently serves on the board of directors of Happy State Bank in Amarillo, Texas, and The Citadelle Art Foundation in Canadian, Texas. Mr. Peyton is a past President of the Panhandle Association of Landmen, Amarillo, Texas.
Terms expiring ~~2012~~ at 2015 annual meeting (Class I)		John G. Nikkel Age 75 78 Director since 1983		Mr. Nikkel joined the company as its President, Chief Operating Officer and a director in 1983. He was elected its ~~Chief Executive Officer~~CEO in July 2001 and Chairman of the Board in August 2003. Mr. Nikkel retired as an employee and as the ~~Chief Executive Officer~~CEO of the company on April 1, 2005. He currently holds the position of Chairman of the Board. From 1976 until January 1982 when he co-founded Nike Exploration Company, Mr. Nikkel was an officer and director of Cotton Petroleum Corporation, serving as the President of Cotton from 1979 until his departure. Before joining Cotton, Mr. Nikkel was employed by Amoco Production Company for 18 years, last serving as Division Geologist for ~~Amoco’s~~Amoco's Denver Division. Mr. Nikkel presently serves as President and a director of Nike Exploration Company, a ~~family owned~~family-owned oil and natural gas investment company. Mr. Nikkel received a Bachelor of Science degree in Geology and Mathematics from Texas Christian University.
	Robert J. Sullivan Jr. Age 64 67 Director since 2005		Mr. Sullivan is, and since 1975 has been, a Principal with Sullivan and Company LLC, a family-owned independent oil and natural gas exploration and production company founded in ~~1958.~~1958, and he has served as a manager of that company since approximately 1995. He is also the Founder (1989) ~~and served as Chairman and Chief Executive Officer~~ of Lumen Energy Corporation, ~~prior~~serving as its Chairman and CEO from inception to the time of its sale in 2004. Mr. Sullivan was appointed to Oklahoma Governor Frank ~~Keating’s~~Keating's Cabinet as Secretary of Energy in March 2002. He received a BBA from the University of Notre Dame, and a MBA from the University of Michigan. Mr. Sullivan is a Board Member of the Oklahoma Independent Petroleum Association, St. John Medical Center, St. Joseph Residence, and former Board Member of University of Notre Dame Alumni Association, Catholic Charities and Gatesway Foundation. He also is Trustee for the Monte Cassino Endowment Trust, a Member of the University of Notre Dame Irish Studies Advisory Council and Past Chairman of the following School Boards: Cascia Hall Preparatory ~~School;~~School, Monte Cassino School and School of St. Mary.



	Gary R. Christopher Age 60 63 Director since 2005		Mr. Christopher is engaged in personal investments and ~~consulting. Between~~consulting and has been for more than five years. From August 1999 ~~and~~to January 2004, he served as President and ~~Chief Executive Officer~~CEO of PetroCorp Incorporated (a public oil and natural gas exploration company), and from March 1996 to August 1999 he served as the Acquisition Coordinator of Kaiser-Francis Oil Company. His other past professional experience includes serving as Vice President of Acquisitions for Indian Wells Oil Company, Senior Vice President and Manager of the Energy Lending Division of First National Bank of Tulsa and from 1991 to 1996 Senior Vice President and Manager of Energy Lending for Bank of Oklahoma. Previous to that, Mr. Christopher worked for Amerada Hess Corporation as a Reservoir Engineer and for Texaco, Inc. as a Production Engineer. Mr. Christopher is a member of the Society of Petroleum Engineers ~~Society of Petroleum Evaluation Engineers,~~ and the Oklahoma Independent Petroleum Association. Mr. Christopher received a B.S. degree in Petroleum Engineering from the University of Missouri at Rolla. Mr. Christopher is a past Director of the Petroleum Club of Tulsa, Middle Bay Oil Company, Three Tech Energy, PetroCorp Incorporated and a present Director of the Summit Bank of Oklahoma.

The following table identifies our executive officers who are not directors as well as certain executive officers of our subsidiaries.



Name and Age as of the ~~2010~~ 2013 Annual Meeting		Position, Principal Occupation, Business Experience and Directorships
Mark E. Schell - Age 53 56		Senior Vice President, General Counsel and Secretary
David T. Merrill - Age 49 52		Senior Vice President, Treasurer and Chief Financial Officer ~~and Treasurer~~
John H. Cromling - Age 62 65		Executive Vice President of Unit Drilling Company
Bradford J. Guidry - Age 54 57		Executive Vice President of Unit Petroleum Company
Robert H. Parks Jr. - Age 55 58		President and Manager of Superior Pipeline Company, L.L.C.
~~Richard E. Heck - Age 49~~		~~Vice President, Safety, Health and Environment~~

I~~TEM~~

ITEM 2: A~~PPROVAL~~OF~~THE~~ U~~NIT~~ C~~ORPORATION~~ ~~2000 N~~ADVISORY VOTE ON-~~EMPLOYEE~~ D~~IRECTORS’ STOCK~~ O~~PTION~~ P~~LAN~~,AS A~~MENDEDAND~~ R~~ESTATED~~ MAY ~~29, 2009.~~ EXECUTIVE COMPENSATION (“SAY ON PAY”)

~~On May 29, 2009, our board adopted, subject to stockholder approval, the Unit Corporation 2000 Directors’ Stock Option Plan as Amended~~The Dodd-Frank Wall Street Reform and Restated May 29, 2009 (the “amended directors’ stock option plan”). This plan is intended to replace the Unit Corporation 2000 Non-Employee Directors’ Stock Option Plan as Amended and Restated August 25, 2004 (the “directors’ previous stock option plan”). IfConsumer Protection Act, enacted in July 2010, requires that we provide our stockholders with the opportunity to vote to approve, on a non-binding, advisory basis, the ~~amended directors’ stock option plan, it will replace~~compensation of our NEOs as disclosed in this proxy statement in accordance with the ~~directors’ previous stock option plan and no new options will be granted~~compensation disclosure rules of the SEC. We have chosen to provide our stockholders the opportunity to vote on our executive compensation once a year, in accordance with the frequency vote of our stockholders.

As described in detail under the ~~previous plan. If our stockholders reject~~heading “Compensation Discussion and Analysis,” we seek to align the ~~amended plan, the previous plan will terminate under its own terms effective May 30, 2010 and no option plan will be in place for our non-employee directors.~~

~~The following table sets forth information about this plan, which is further explained by the Questions and Answers that follow it:~~

~~New Plan Benefits Table~~

Unit Corporation 2000 Non-Employee Directors’ Stock
Option Plan
As Amended and Restated May 29, 2009
Name and Position    Dollar
Value($)⁽¹⁾      Number
of
Shares
Larry D. Pinkston

0
   0
Mark E. Schell
   0    0
David T. Merrill
   0    0
Bradford J. Guidry
   0    0
John Cromling
   0    0
Executive Group
   0    0
Each Individual Non-
employee Director    0      3,063
Non-Executive Director
Group (8 persons)    0    24,504
Non-Executive Officer Employee Group
   0    0

~~Note to Table:~~

⁽¹⁾ These amounts represent what the non-employee directors would have received in 2009 had the plan been effective for 2009. The shares are contingent on stockholder approval and were awarded on May 29, 2009, when the closing priceinterests of our ~~common stock on~~NEOs with the ~~NYSE was $33.51 per share. The closing price~~interests of our ~~common stock~~stockholders. Our compensation programs are designed to reward our NEOs for the achievement of short-term and long-term strategic and operational goals and the achievement of increased total stockholder return, while at the same time avoiding the encouragement of unnecessary or excessive risk-taking. The choices we make with respect to our NEOs’ compensation seek to balance our goal of paying fair, reasonable, and competitive compensation with our goal of attracting and retaining talented and motivated professionals in our industry. We believe the compensation package we have described in this proxy statement achieves that balance.

The vote on ~~the NYSE on March 9, 2010 was $45.87.~~

~~The following discussion provides you with summary information regarding the proposed plan, but it~~this resolution is not intended to ~~be a complete description~~address any specific element of compensation; rather, the ~~plan, and you should review~~ vote relates to

the ~~amended directors’ stock option plan~~compensation of our NEOs, as described in ~~its entirety, a copy of which is provided at Appendix A of this proxy statement.~~

Q:	~~Who will participate in the plan?~~

A:	Only our directors who are not also employees will participate in the plan. Currently we have eight directors who are not employees: Messrs. Nikkel, Kirchner, Adcock, Christopher, Morgan, Williams, Sullivan and Hildebrand.

Q:	~~Why has the board proposed that the plan be adopted?~~

Our board believes that our continued growth and profitability depends, in part, on our ability to attract and retain highly qualified outside directors. One way we have achieved this objective is through the benefits we have been able to provide to our directors, including the benefits available under the current version of this plan.

Q:	~~How many shares will be reserved for issuance under the plan?~~

A:	510,000 shares will be reserved under this plan. This is an increase of 300,000 shares from the terms of the previous directors’ stock option plan, which had provided for 210,000 shares to be reserved. Of the proposed 510,000 shares available under the amended plan, and after

giving effect to the catch-up stock option awards described below, 275,496 shares will remain available for issuance under the plan to our non- employee directors during the seven year period between May 30, 2010 and May 30, 2017.

Q:	~~What will the participants receive?~~

The plan as amended provides that, just as in years past, each participant will automatically receive, on the day after each annual meeting of stockholders, a nonqualified option to purchase 3,500 shares of our common stock. Each option can be exercised six months after it is granted, and the option price will be the closing price of our stock on the date of the option grant. In addition to the 3,500 annual option awards, each of our eight non-employee directors has received, subject to stockholder approval of the plan as amended, a one-time catch-up stock option award of 3,063 shares with an exercise price of $33.51 per share, which will vest immediately on the date that stockholder approval is granted. In the event that stockholder approval is not obtained, the catch-up stock option award will be forfeited.

Q:	~~What is the market value of the common stock underlying the options?~~

Our calculation of the market value of options is based on the Black-Scholes model, which uses the grant date fair value of the stock along with estimated values for volatility, dividend yield, risk free interest rate, expected life and forfeiture rate. The estimated fair value for the one-time catch-up option shares is $.3 million based on the difference between the May 29, 2009 closing stock price of $33.51 per share (exercise price) and $45.87, the closing price on March 9, 2010.

Q:	~~Who will administer the plan?~~

A:	The compensation committee of the board of directors will administer the plan. This committee has the authority to exercise all the powers and authorities either specifically granted to it under the plan or necessary or advisable in the administration of the plan.

Q:	~~Can the exercise price of an option be repriced under the amended plan?~~

A:	~~No. Once the option has been granted, the plan prohibits the subsequent repricing of that option’s exercise price.~~

Q:	~~What happens if an option award is cancelled or forfeited?~~

If any option granted under the plan is forfeited, canceled, or surrendered or if an option otherwise terminates or expires without having been exercised, the shares of common stock with respect to the option will, to the extent of any such forfeiture, cancellation, surrender, termination, or expiration, again be available for issuance under the plan.

Q:	~~How will a participant be entitled to pay the exercise price of an option?~~

A:	The exercise price may be paid in cash, by the surrender of shares of common stock previously owned by the participant (provided that any shares of common stock surrendered must have been held by the participant for a period of time prescribed by the committee) or a combination of cash and shares.

Q:	~~When can a participant exercise an option?~~

A:	~~An award will have an exercise period of ten years and can be exercised starting six months from when it is granted.~~

Q:	~~Can an option be transferred?~~

Options may not be transferred by a participant except by will or the laws of descent and distribution, may be exercised during the lifetime of a participant only by such participant or his or her guardian or legal representative, and may not be subject to any encumbrance, claim or charge of any kind.

Q:	~~Can the plan be amended or terminated?~~

Yes. Our board of directors may at any time and from time to time alter, amend, suspend or terminate the plan in whole or in part. However, any such amendment will be subject to stockholder approval if and to the extent such stockholder approval is required by applicable law or the rules of the national securities exchange on which the common stock is principally traded. No such amendment, suspension, or termination may adversely affect the rights of a participant under the plan without the participant’s consent. Unless earlier terminated by the board, the amended plan will terminate on May 30, 2017.

Q:	~~What are the federal income tax consequences of awards under the plan?~~

A participant will not recognize any taxable income on the grant of a nonqualified stock option, and we will not be entitled to a tax deduction with respect to the grant of a nonqualified stock option. On exercise, the excess of the fair market value of a share of common stock on the exercise date over the option exercise price will be taxable as ordinary income to the participant and will be subject applicable withholding taxes. We will generally be entitled to a tax deduction at such time in the amount of such ordinary income. In the event of a sale of a share of common stock received upon the exercise of a nonqualified stock option, any appreciation or depreciation after the exercise date will be taxed as capital gain or loss and will be long-term capital gain or loss if the requisite long-term capital gains holding period for such common stock has been satisfied.

Q:	~~Are there any other differences between the amended directors’ stock option plan and the previous directors’ stock option plan?~~

The only other change to the amended plan not discussed above is that a “claw back provision” has been added. A claw back provision provides that, in certain circumstances involving the participant’s misconduct, the company can “claw back” the options granted to the participant under the plan. This sort of provision is added to provide a measure of protection to the company to prevent a dishonest participant from benefiting from his or her misconduct.

Again, the above discussion is only a brief summary of the plan and the tax consequences under the plan. It is not intended to be exhaustive. The full text of the plan, as adopted by the board of directors, is included as Appendix A to this proxy statement ~~beginning~~in accordance with the compensation disclosure rules of the SEC. The vote is advisory, which means that the vote is not binding on the company, our board, or the compensation committee of the board. To the extent there is any significant vote against our NEO compensation as disclosed in this proxy statement, the compensation committee will evaluate whether any actions are necessary to address the concerns of stockholders. The affirmative vote of a majority of the shares present or represented and entitled to vote either in person or by proxy is required to approve this proposal. Accordingly, we ask our stockholders to vote on the following resolution at ~~page A-1. We encourage you to read~~the Annual Meeting:

“RESOLVED, that ~~plan document.~~

~~The following table gives information about our shares~~the Company’s stockholders approve, on an advisory basis, the compensation of ~~common stock that may be issued upon~~ the ~~exercise~~NEOs, as disclosed in the Company’s Proxy Statement for the 2013 Annual Meeting of ~~options, warrants and rights under all of our equity compensation plans as of December 31, 2009.~~

Plan category    Number of Securities to be
Issued Upon Exercise of
Outstanding Options,
Warrants, and Rights Weighted Average
Exercise Price of
Outstanding Options,
Warrants, and Rights    Number of Securities
Remaining Available for
Further Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected
in Column)
      (a) (b)    (c)
Equity compensation plans approved by security holders⁽¹⁾
   356,22 ⁽²⁾ 37.36    1,667,754 ⁽³⁾
Equity compensation plan not approved by security holders
   24,504 ⁽⁴⁾ 33.51    275,496 ⁽⁴⁾
Total
   380,725    $ 37.11    1,943,250

~~Notes to table:~~

~~(1)~~

~~Shares awarded under all above plans may be newly issued, from our treasury or acquired in the open market.~~

~~(2)~~

~~This number includes the following:~~

~~212,725 stock options outstanding~~Stockholders under the ~~Unit Corporation Amended~~compensation disclosure rules of the SEC, including the Compensation Discussion and ~~Restated Stock Option Plan.~~

~~143,496 stock options outstanding under~~Analysis, the ~~Unit Corporation 2000 Non-Employee Directors’ Stock Option Plan.~~

~~(3)~~

This number reflects 4 shares available for issuance under the Unit Corporation 2000 Non-Employee Directors’ Stock Option Plan and 1,667,750 shares available for issuance under the Unit Corporation Stock and Incentive Compensation Plan. No more than 2,000,000 of the shares available under the Unit Corporation Stock and Incentive Compensation Plan may be issued as “incentive stock options” and all of the shares available under this plan may be issued as restricted stock. In addition, shares related to grants that are forfeited, terminated, cancelled, expire unexercised, or settled in such manner that all or some of the shares are not issued to a participant shall immediately become available for issuance.

~~(4)~~

On May 29, 2009, Unit Corporation through its compensation committee and board of directors, approved amendments to the existing Non-Employee Directors Stock Option Plan. The amendments extended the plan term from May 30, 2010 to May 30, 2017 and increased the aggregate number of shares that may be issued by 300,000. Also on May 29, 2009 a one-time grant of 3,063 shares were made to each non-employee director, the contingent option awards. These awards cannot vest before the stockholder’s approve this amended plan, and will be void in the event such approval is not obtained.

2012 Summary Compensation Table, and the other related tables and disclosure.”

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS ~~THAT YOU~~A VOTE ~~“FOR”~~FOR THE APPROVAL OF THE ~~UNIT CORPORATION 2000 NON-EMPLOYEE DIRECTORS’ STOCK OPTION PLAN,~~COMPENSATION OF OUR NEOS, AS ~~AMENDED AND RESTATED MAY 9, 2009.~~DISCLOSED IN THIS PROXY STATEMENT.

51
I~~TEM~~

ITEM 3: R~~ATIFICATION~~RATIFICATION OFAPPOINTMENTOFINDEPENDENTREGISTEREDPUBLICACCOUNTINGFIRM

~~Our~~At its meeting scheduled for April 2013 our audit committee ~~has appointed~~expects to appoint PricewaterhouseCoopers LLP as our independent registered public accounting firm for our ~~2010~~2013 fiscal year. We are asking you to ratify and approve that action. A representative of PricewaterhouseCoopers LLP, will attend the annual meeting, will have the opportunity to make a statement if he or she desires to do so, and will be available to answer appropriate questions.

Although the law does not require this ratification, the audit committee believes that you should be given the opportunity to express your views on this matter.

However, even if you ratify the selection, the audit

committee may still appoint a new independent registered public accounting firm at any time if it believes that ~~such~~ change would be in the best interest of the company and its stockholders. Failure to ratify this selection is not binding on the audit committee. However, if our stockholders do not ratify this selection, the audit committee will reconsider the appointment.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE ~~“FOR”~~FOR APPROVAL, WHICH VOTE WILL ACT TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP.

OTHER MATTERS

S~~ECTION~~ ~~16(~~A)

SECTION 16(A) BENEFICIALOWNERSHIPREPORTINGCOMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and officers and persons who own more than 10% of a registered class of our equity securities to file initial reports of ownership and reports of changes in ownership with the SEC. These persons are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

Based solely on a review of the copies of the forms furnished to us, we believe that during ~~2009~~2012 all Section 16(a) filing requirements applicable to our reporting persons were complied with ~~other than: Messrs. Pinkston~~ and Parks each filed one late Form 4 reporting one transaction and a Form 5 reporting one other late Form 4 transaction; Messrs. Schell and Merrill each filed one late Form 4 reporting one transaction, and Messrs. Cromling and Hayes each filed a Form 5 reflecting one late Form 4 transaction.

all reports were timely filed.

M~~ATTERS~~

MATTERS WHICHMAYCOMEBEFORETHEMEETING

The board does not intend to bring any other matters before the meeting, nor do we know of any matters that other persons intend to bring before the meeting. However, should other matters not mentioned in this proxy statement properly come before the meeting,

the persons named in the accompanying proxy card will vote on them in accordance with their best judgment.

~~2011~~

2014 STOCKHOLDERPROPOSALSORNOMINATIONS

Stockholder proposals.For a stockholder proposal to be considered for inclusion in our proxy statement for next ~~year’s~~year's annual meeting, the written proposal must be received by our corporate secretary at our principal executive offices no later than November 15, ~~2010.~~2013. If the date of next ~~year’s~~year's annual meeting is moved more than 30 days before or after the anniversary date of this ~~year’s~~year's annual meeting, the deadline for inclusion of proposals in

the ~~company’s~~company's proxy statement is instead a reasonable time before the company begins to print and mail its proxy materials. These proposals also will need to comply with SEC regulations under Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Proposals should be addressed to:

Corporate Secretary

Unit Corporation

7130 South Lewis Avenue, Suite 1000

Tulsa, Oklahoma 74136

Fax: (918) 493-7711

For a stockholder proposal that is not intended to be included in the ~~company’s~~company's proxy statement under Rule 14a-8, the stockholder must deliver a proxy

statement and form of proxy to holders of a sufficient number of shares of our common stock to approve that proposal, provide the information required by our bylaws and give timely notice to our corporate secretary in accordance with the bylaws, which, in general, require that the notice be received by our corporate secretary:

~~Not~~not earlier than the close of business on January ~~5, 2011;~~1, 2014; and

~~Not~~not later than the close of business on ~~February 3, 2011.~~

January 31, 2014.

If the date of the stockholder meeting is moved more than 30 days before or 70 days after the anniversary date of our annual meeting for the prior year, then notice of a stockholder proposal that is not intended to be included in our proxy statement under Rule 14a-8 must be received no earlier than the close of business 120 days before the meeting and no later than the close of business on the later of the following two dates:

90 days before the meeting; and

10 days after public announcement of the meeting date.

Nomination of director candidates. You may propose director candidates for consideration by the ~~board’s~~board's nominating and governance committee. Any recommendation should include the ~~nominee’s~~nominee's name and qualifications for board membership and should be directed to our corporate secretary at the address of our principal executive offices set forth above. In addition, our bylaws permit a stockholder to nominate directors for election at an annual stockholder meeting. To nominate a director, a stockholder must deliver a proxy statement and form of proxy to holders of a sufficient number of our shares of common stock to elect the nominee and provide the information required by our bylaws, including a statement by the stockholder identifying (i) the name and address of the stockholder, as they appear on the ~~company’s~~company's books, and of the beneficial owner, if any, on whose behalf the nomination or proposal is made, (ii) the class and number of shares of our common stock which are owned beneficially and of record by the stockholder (and such beneficial owner), (iii) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including any short positions or any borrowing or lending of shares of stock) has been made, the effect or intent of

which is to mitigate loss or manage risk of a stock price change for or to increase the voting power of such stockholder or beneficial owner with respect to any shares of stock of the corporation, (iv) a representation that the stockholder is a holder of record of shares of our common stock entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to propose the nomination, and (v) a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends (A) to deliver a proxy statement and/or form a proxy to holders of at least the percentage of our common stock required to elect the nominee and/or (B) otherwise to solicit proxies from stockholders in support of the nomination. In addition, the stockholder must give timely notice to our corporate secretary in accordance with our bylaws, which, in general, require that the notice be received by the corporate secretary within the time period described above under “Stockholder ~~Proposals.~~proposals.”

C~~ONTACTING~~

CONTACTING US

~~From time to time, we receive calls from stockholders asking how they can contact us.~~

The following options are ~~available.~~

available if you would like to contact us:

Ifif you would like to receive information about the company:

Our home page on the Internet, located athttp://www.unitcorp.com, gives you access to certain information regarding the company. This site contains our press releases, financial information and stock quotes, as well as our SEC filings. An online version of this proxy statement is also located on the site.

Ifif you would like to contact us ~~direct,~~directly, please call our Investor ~~Relation~~Relations Department at (918) 493-7700, or send your correspondence to the following address:

Unit Corporation

Investor Relations

7130 South Lewis Avenue, Suite 1000

Tulsa, Oklahoma 74136

A~~VAILABILITY~~

AVAILABILITY OFOURFORM 10-K,ANNUALREPORTANDPROXYSTATEMENT

Copies of our Form 10-K for the fiscal year ended December 31, ~~2009,~~2012, as filed with the SEC, may be obtained without charge by writing to: Mark E. Schell, Secretary, Unit Corporation, 7130 South Lewis Avenue, Suite 1000, Tulsa, Oklahoma 74136. You also may view a copy of the Form 10-K electronically by accessing our website atwww.unitcorp.com/~~corpgov.html~~.

investor/filings.htm

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY ~~5, 2010~~

1, 2013

You may access our ~~2009~~2012 annual report and this proxy statement and our form of proxy for our May ~~5, 2010~~1, 2013 annual meeting of stockholders at our website atwww.unitcorp.com/corpgov.html,, which does not have “cookies” that identify visitors to the site.

I~~NCORPORATION~~

INCORPORATION BYREFERENCE

To the extent that this proxy statement is incorporated by reference into any other filing by us under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, the sections of this proxy statement entitled “Compensation Committee Report” and ~~“Audit Committee Report”~~“Report of the Audit Committee” (to the extent permitted by the rules of the SEC), will not be deemed incorporated unless specifically provided otherwise in such filing. Information contained on or connected to our website is not incorporated by reference into this proxy statement and should not be considered part of this proxy statement or any other filing that we make with the SEC.

~~APPENDIX A~~

~~UNIT CORPORATION~~

~~2000~~

~~NON-EMPLOYEE DIRECTORS’~~

~~STOCK OPTION PLAN~~

~~Amended and Restated~~

~~May 29, 2009~~

~~UNIT CORPORATION~~

~~2000~~

~~NON-EMPLOYEE DIRECTORS’ STOCK OPTION PLAN~~

The purposes of the Unit Corporation 2000 Non-Employee Directors’ Stock Option Plan (the “Plan”) are to promote the long-term success of Unit Corporation (the “Company”) by creating a long-term mutuality of interests between the non-employee Directors and stockholders of the Company, to provide an additional inducement for such Directors to remain with the Company and to provide a means through which the Company may attract able persons to serve as Directors of the Company.

~~SECTION I~~

~~Administration~~

The Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”) shall administer the Plan. All of the members of the Committee shall be non-employee directors. The Committee shall keep records of action taken at its meetings. A majority of the Committee shall constitute a quorum at any meeting, and the acts of a majority of the members present at any meeting at which a quorum is present, or acts approved in writing by a majority of the Committee, shall be the acts of the Committee.

The Committee shall interpret the Plan and prescribe such rules, regulations and procedures in connection with the operations of the Plan, as it shall deem to be necessary and advisable for the administration of the Plan consistent with the purposes of the Plan. All questions of interpretation and application of the Plan, or as to stock options granted under the Plan, shall be subject to the determination of the Committee, which shall be final and binding.

Notwithstanding the above, the selection of the Directors to whom stock options are to be granted, the timing of such grants, the number of shares subject to any stock option, the exercise price of any stock option, the periods during which any stock option may be exercised and the term of any stock option shall be as hereinafter provided, and the Committee shall have no discretion as to such matters.

~~SECTION 2~~

~~Shares Available under the Plan~~

The aggregate number of shares which may be issued or delivered and as to which grants of stock options may be made under the Plan is 510,000 shares of Common Stock, $.20 par value, of the Company (the “Common Stock”), subject to adjustment and substitution as set forth in Section 5. If any stock option granted under the Plan is cancelled by mutual consent or terminates or expires for any reason without having been exercised in full, the number of shares subject thereto shall again be available for purposes of the Plan. The shares which may be issued or delivered under the Plan may be either authorized but unissued shares or reacquired shares or partly each, as shall be determined from time to time by the Board.

~~SECTION 3~~

~~Grant of Stock Options~~

On the first business day following the day of each annual meeting of the stockholders of the Company, each person who is then a member of the Board and who is not then an employee of the Company or any of its subsidiaries (a “non-employee Director”) shall automatically and without further action by the Board or the Committee be granted a stock option to purchase 3,500 shares of Common Stock, subject to adjustment and substitution as set forth in Section 5. If the number of shares then remaining available for the grant of stock options under the Plan is not sufficient for each non-employee Director to be granted an option for 3,500 shares of common stock (or the number of adjusted or substituted shares pursuant to Section 5), then each non-employee Director shall be granted an option for a number of whole shares equal to the number of shares then remaining available divided by the number of non-employee Directors, disregarding any fractions of a

share. Solely for purposes of satisfying a deficiency of shares available for the grant of stock options available to non-employee Directors on the day after the 2009 annual meeting of the Company’s stockholders, in addition to the 437 shares available for the grant of options made to each non-employee Director on May 7, 2009, each non-employee Director shall receive an additional grant of stock options for 3,063 shares on May 29, 2009, provided, however, that none of these options for 3,063 additional shares (the “2009 Option Award Balance”) shall vest unless and until this Plan is approved by the Company’s stockholders. In the event such stockholder approval is not obtained, then each 2009 Option Award Balance shall be forfeited.

~~SECTION 4~~

~~Terms and Conditions of Stock Options~~

~~Stock options granted under the Plan shall be subject to the following terms and conditions:~~

(A) The purchase price at which each stock option may be exercised (the “option price”) shall be one hundred percent (100%) of the fair market value per share of the Common Stock covered by the stock option on the date of grant, determined as provided in Section 4(G). Notwithstanding any other provision of this Plan, the purchase price of an outstanding option shall not be subject to modification or amendment subsequent to the date of grant of such option.

(B) The option price for each stock option shall be paid in full upon exercise and shall be payable in cash in United States dollars (including check, bank draft or money order). Provided, however, that in lieu of such cash the person exercising the stock option may pay the option price in whole or in part by delivering to the Company shares of the Common Stock having a fair market value on the date of exercise of the stock option, determined as provided in Section 4(G) equal to the option price for the shares being purchased; except that (i) any portion of the option price representing a fraction of a share shall in any event be paid in cash and (ii) no shares of the Common Stock which have been held for less than six months may be delivered in payment of the option price of a stock option. The date of exercise of a stock option shall be determined under procedures established by the Committee, and, as of the date of exercise the person exercising the stock option shall be considered for all purposes to be the owner of the shares with respect to which the stock option has been exercised. Payment of the option price with shares shall not increase the number of shares of the Common Stock, which may be issued or delivered under the Plan as provided in Section 2.

(C) No stock option shall be exercisable during the first six months of its term except in case of death as provided in Section 4(E), provided, however, that no 2009 Option Award Balance shall be exercisable under any circumstance until after approval of this Plan by the Company’s stockholders. Subject to the terms of Section 4(E) providing for earlier termination of a stock option, no stock option shall be exercisable after the expiration of ten years from the date of grant. A stock option to the extent exercisable at any time may be exercised in whole or in part.

(D) No stock option shall be transferable by the grantee otherwise than by will, or if the grantee dies intestate, by the laws of descent and distribution of the state of domicile of the grantee at the time of death. All stock options shall be exercisable during the lifetime of the grantee only by the grantee or the grantee’s guardian or legal representative.

~~(E) If a grantee ceases to be a Director of the Company, any outstanding stock options held by the grantee shall be exercisable and shall terminate, according to the following provisions:~~

~~(i)~~

If a grantee ceases to be a Director of the Company for any reason other than retirement, disability, resignation, removal for cause or death, any then outstanding stock option held by such grantee shall be exercisable by the grantee (but only to the extent exercisable by the grantee immediately prior to ceasing to be a Director) at any time prior to the regular expiration date of such stock option or within one year after the date the grantee ceases to be a Director, whichever is the shorter period.

~~(ii)~~

~~If during his or her term of office as a Director a grantee is removed from office for cause, any outstanding stock option held by the grantee which is not exercisable by the grantee immediately~~

prior to removal shall terminate as of the date of removal, and any outstanding stock option held by the grantee which is exercisable by the grantee immediately prior to removal shall be exercisable by the grantee at any time prior to the regular expiration date of such stock option or within 30 days after the date of removal, whichever is the shorter period.

~~(iii)~~

If a grantee ceases to be a Director of the Company by reason of death, retirement, resignation or disability, any then outstanding stock option held by such grantee shall be exercisable by the grantee (but in the case of resignation, retirement or disability only to the extent exercisable by the grantee immediately prior to ceasing to be a Director and in the case of death whether or not exercisable by the grantee immediately prior to death) at any time prior to the regular expiration date of such stock option or within 24 months after the date the grantee ceases to be a Director, whichever is the shorter period. In the event of the death of the grantee, the stock options shall be exercisable by the person entitled to do so under the Will of the grantee, or, if the grantee fails to make testamentary disposition of the stock options or shall die intestate, by the legal representative of the grantee.

(F) All stock options shall be confirmed by an agreement, or an amendment thereto, which shall be executed on behalf of the Company by the Chief Executive Officer (if other than the President), the President or any Vice President and by the grantee.

(G) Fair market value of the Common Stock shall be the mean between the following prices, as applicable, for the date as of which fair market value is to be determined as quoted in The Wall Street Journal (or in such other reliable publication as the Committee, in its discretion, may determine to rely upon): (a) if the Common Stock is listed on the New York Stock Exchange, the closing price per share of the Common Stock as quoted in the NYSE-Composite Transactions listing for such date, (b) if the Common Stock is not listed on such exchange, the highest and lowest sales prices per share of Common Stock for such date on (or on any composite index including) the principal United States securities exchange registered under the Securities Exchange Act of 1934 (the “1934 Act”) on which the Common Stock is listed, or (c) if the Common Stock is not listed on any such exchange, the highest and lowest sales prices per share of the Common Stock for such date on the National Association of Securities Dealer Automated Quotations System or any successor system then in use (“NASDAQ”). If there are no such sale price quotations for the date as of which fair market value is to be determined but there are such sale price quotations within a reasonable period both before and after such date, then fair market value shall be determined by taking a weighted average of the means between the highest and lowest sales prices per share of the Common Stock as so quoted on the nearest date before and the nearest date after the date as of which fair market value is to be determined. The average should be weighted inversely by the respective number of trading days between the selling dates and the date as of which fair market value is to be determined. If there are no such sale price quotations on or within a reasonable period both before and after the date as of which fair market value is to be determined, then fair market value of the Common Stock shall be the mean between the bona fide bid and asked prices per share of Common Stock as so quoted for such date on NASDAQ, or if none, the weighted average of the means between such bona fide bid and asked prices on the nearest trading date before and the nearest trading date after the date as of which fair market value is to be determined, if both such dates are within a reasonable period. The average is to be determined in the manner described above in this Section 4(G).

(H) The obligation of the Company to issue or deliver shares of the Common Stock under the Plan shall be subject to (i) the effectiveness of a registration statement under the Securities Act of 1933, as amended, with respect to such shares, if deemed necessary or appropriate by counsel for the Company, (ii) the condition that the shares shall have been listed (or authorized for listing upon official notice of issuance upon each stock exchange, if any, on which the Common Stock shares may then be listed and (iii) all other applicable laws, regulations, rules and orders which may then be in effect.

(I) Forfeiture of Stock Options. If at any time during grantee’s tenure as a Director, the Committee determines that grantee has engaged in any activity in competition with any activity of the company or its subsidiaries, or activity or conduct that is inimical, contrary or harmful to the interests of the company or its subsidiaries, including but not limited to:

~~(i)~~

~~Conduct relating to a Director’s duties to the company for which either criminal or civil penalties against the Director may be sought;~~

~~(ii)~~

Conduct or activity that results in the termination of a Director’s tenure because of his or her: (a) failure to abide by the Company’s rules and regulations governing the transaction of its business, including without limitation, its Code of Business Ethics and Conduct; (b) inattention to duties, or the commission of acts while in the position of director which acts amount to gross negligence or misconduct; (c) misappropriation of funds or property of the Company or its subsidiaries or committing any fraud against the Company or any of its subsidiaries or against any other person or entity while serving as a Director of the Company, or (d) misappropriation of any corporate opportunity, or otherwise obtaining personal profit from any transaction which is adverse to the interests of the Company or any of its subsidiaries or to the benefits of which the Company or its subsidiaries are entitled; or (e) the commission of a felony or other crime involving moral turpitude;

~~(iii)~~

Accepting employment with, acquiring a 5% or more equity or participation interest in, serving as a consultant, advisor, director or agent of, directly or indirectly soliciting or recruiting any employee of the Company or any of its subsidiaries who was employed at any time during the Director’s tenure with the Company or any of its subsidiaries, or otherwise assisting in any other capacity or manner any company or enterprise that is directly or indirectly in competition with or acting against the interests of the Company or any of its subsidiaries (a “~~competitor~~”), except for (a) any isolated, sporadic accommodation or assistance provided to a competitor, at its request, by the Director during his or her tenure with the Company, but only if provided in the good faith and reasonable belief that such action would benefit the Company or any of its subsidiaries by promoting good business relations with the competitor and would not harm the Company’s or any of its subsidiaries’ interests in any substantial manner or (b) any other service or assistance that is provided at the request or with the written permission of the Company or any of its subsidiaries;

~~(iv)~~

~~Disclosing or misusing any confidential information or material concerning the Company or any of its subsidiaries; or~~

~~(v)~~

making any statement or disclosing any information to any customers, suppliers, lessors, lessees, licensors, licensees, regulators, employees or others with whom the Company or any of its subsidiaries engages in business that is defamatory or derogatory with respect to the business, operations, technology, management, or other employees of the Company or any of its subsidiaries, or taking any other action that could reasonably be expected to injure the Company or any of its subsidiaries in their business relationships with any of the foregoing parties or result in any other detrimental effect on the Company or any of its subsidiaries;

~~then on the date on which the Director breached this Section 4 (I) as determined by the Committee and (a) all of the Director~~’s vested stock options acquired under this Plan (or other securities into which those stock options have been exercised, converted or exchanged) shall be returned to the Company or, if no longer held by the director, and the director shall pay to the Company, without interest, all cash, securities or other assets received by him or her on the sale or transfer of such stock or securities, and (ii) all unvested stock options shall be forfeited.

~~(vi)~~

If a Director owes any amount under the above subsections of this Section 4, the Company may, to the fullest extent permitted by applicable law, deduct such amount from any amounts the Company owes the Director from time to time for any reason (including without limitation amounts owed as fees, reimbursements or other compensation, or fringe benefits).

Subject to the foregoing provisions of this Section 4 and the other provisions of the Plan, any stock option granted under the Plan may be subject to such restrictions and other terms and conditions if any, as shall be determined, in its discretion, by the Committee and set forth in the agreement referred to in Section 4(F), or an amendment thereto.

~~SECTION 5~~

~~Adjustment and Substitution of Shares~~

If a dividend or other distribution shall be declared upon the Common Stock payable in shares of the Common Stock, the number of shares of the Common Stock set forth in Section 3, the number of shares of the Common Stock then subject to any outstanding stock options and the number of shares of the Common Stock which may be issued or delivered under the Plan but are not then subject to outstanding stock options shall be adjusted by adding thereto the number of shares of the Common Stock which would have been distributable thereon if such shares had been outstanding on the date fixed for determining the stockholders entitled to receive such stock dividend or distribution.

If the outstanding shares of the Common Stock shall be changed into or exchangeable for a different number or kind of shares of stock, other securities or other property of the Company or another corporation, whether through reorganization, reclassification, recapitalization, stock split-up, combination of shares, merger or consolidation, then there shall be substituted for each share of the Common Stock set forth in Section 3, for each share of the Common Stock subject to any then outstanding stock option, and for each share of the Common Stock which may be issued or delivered under the Plan but which is not then subject to any outstanding stock option, the number and kind of shares of stock or other securities into which each outstanding share of the Common Stock shall be so changed or for which each such share shall be exchangeable.

In case of any adjustment or substitution as provided for in this Section 5, the aggregate option price for all shares subject to each then outstanding stock option prior to such adjustment or substitution shall be the aggregate option price for all shares of stock or other securities (including any fraction) to which such shares shall have been adjusted or which shall have been substituted for such shares. Any new option price per share shall be carried to at least three decimal places with the last decimal place rounded upwards to the nearest whole number.

No adjustment or substitution provided for in this Section 5 shall require the Company to issue or deliver or sell a fraction of a share or other security. Accordingly, all fractional shares or other securities, which result from any such adjustment or substitution, shall be eliminated and not carried forward to any subsequent adjustment or substitution.

~~SECTION 6~~

~~Effect of the Plan on the Rights of Company and Stockholders~~

Nothing in the Plan, in any stock option granted under the Plan, or in any stock option agreement shall confer any right to any person to continue as a Director of the Company or interfere in any way with the rights of the stockholders of the Company or the Board of Directors to elect and remove Directors.

~~SECTION 7~~

~~Amendment and Termination~~

The right to amend the Plan at any time and from time to time and the right to terminate the Plan at any time are hereby specifically reserved to the Board; provided always that no such termination shall terminate any outstanding stock options granted under the Plan; and provided further that no amendment of the Plan shall (a) be made without stockholder approval if stockholder approval of the amendment is at the time required for stock options under the Plan to qualify for the exemption from Section 16(b) of the 1934 Act provided by Rule 16b-3 or by the rules of any stock exchange on which the Common Stock may then be listed, (b) amend more than once every six months the provisions of the Plan relating to the selection of the Directors to whom stock options are to be granted, the timing of such grants, the number of shares subject to any stock option, the periods during which any stock option may be exercised and the term of any stock option other than to comport with changes in the

Internal Revenue Code of 1986 or the rules and regulations thereunder, (c) otherwise amend the Plan in any manner that would cause stock options under the Plan not to qualify for the exemption provided by Rule 16b-3 or (d) modify or amend the purchase price of any outstanding option No amendment or termination of the Plan shall, without the written consent of the holder of a stock option theretofore awarded under the Plan, adversely affect the rights of such holder with respect thereto.

Notwithstanding anything contained in the preceding paragraph or any other provision of the Plan or any stock option agreement, the Board shall have the power to amend the Plan in any manner deemed necessary or advisable for stock options granted under the Plan to qualify for the exemption provided by Rule 16b-3 (or any successor rule relating to exemption from Section 16(b) of the 1934 Act), and any such amendment shall, to the extent deemed necessary or advisable by the Board, be applicable to any outstanding stock options theretofore granted under the Plan notwithstanding any contrary provisions contained in any stock option agreement. In the event of any such amendment to the Plan, the holder of any stock option outstanding under the Plan shall, upon request of the Committee and as a condition to the exercisability of such option, execute a conforming amendment in the form prescribed by the Committee to the stock option agreement referred to in Section 4(F) within such reasonable time as the Committee shall specify in such request.

~~SECTION 8~~

~~Effective Date and Duration of Plan~~

The effective date of the Plan shall be the date of its approval by the stockholders of the Company and it shall end on May 30, 2017. Notwithstanding any other provisions contained in the Plan other than the 2009 Option Award Balances, no stock option shall be granted under the Plan until after such stockholder approval. No stock option may be granted under the Plan subsequent to May 30, 2017.

~~IN WITNESS WHEREOF the Board of Directors as of the 29~~^th ~~day of May, 2009 has adopted this Plan.~~


		~~UNIT CORPORATION~~

	~~By:~~	~~/s/ John G. Nikkel~~
		~~John G. Nikkel~~
		~~Chairman of the Board~~
		~~of Directors~~
~~[Corporate Seal]~~

~~ATTEST:~~

~~/s/ Mark E. Schell~~
~~Mark E. Schell, Secretary~~

~~UNIT CORPORATION~~

~~THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF~~

~~UNIT CORPORATION~~

As an alternative to completing this form, you may enter your vote instruction by telephone at 1-800-PROXIES, or via the Internet at WWW.VOTEPROXY.COM and follow the simple instructions. Use the Company Number and Account Number shown on your proxy card.

The undersigned hereby appoints Larry D. Pinkston and Mark E. Schell proxies for the undersigned, each of them with full power of substitution, to vote all shares of the company which the undersigned may be entitled to vote at the 2010 Annual Meeting of Stockholders, or at any adjournments of the meeting, on the matters set out on this proxy card and on such other business as may properly come before the meeting.

~~(Continued and to be signed on the reverse side.)~~

~~14475~~

~~ANNUAL MEETING OF STOCKHOLDERS OF~~

~~UNIT CORPORATION~~

~~May 5, 2010~~

~~NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL~~:

~~The Notice of Meeting, proxy statement and proxy card~~

~~are available at~~~~http://www.unitcorp.com/corpreports.html~~

~~Please sign, date and mail~~

~~your proxy card in the~~

~~envelope provided as soon~~

~~as possible.~~

” ~~Please detach along perforated line and mail in the envelope provided.~~ ”


¢		~~20333000000000000000 6~~						~~050510~~

~~THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF DIRECTORS, “FOR” PROPOSAL 2 AND “FOR” PROPOSAL 3.~~

~~PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE~~ x

~~FOR~~

~~AGAINST~~

~~ABSTAIN~~

~~1. Election of Directors:~~

~~Approve the Unit Corporation 2000 Non-Employee Directors Stock Option Plan as Amended and Restated May 29, 2009.~~

¨~~FOR ALL NOMINEES~~

¨~~WITHHOLD AUTHORITY~~ ~~FOR ALL NOMINEES~~

¨~~FOR ALL EXCEPT~~

~~(See instructions below)~~

~~NOMINEES:~~

~~O William B. Morgan~~

~~O John H. Williams~~

~~O Larry D. Pinkston~~

~~To ratify the selection of PricewaterhouseCoopers LLP as the company’s independent public accounting firm for the year 2010.~~

~~INSTRUCTIONS:~~ ~~To withhold authority to vote for any individual nominee(s),~~

~~mark “~~~~FOR ALL EXCEPT~~~~” and fill in the circle next to each~~

~~nominee you wish to withhold, as shown here:~~ l

To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.

~~Signature of Stockholder~~

~~Date:~~

~~Signature of Stockholder~~

~~Date:~~


¢		~~Note:~~		Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder must sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.		¢

~~ANNUAL MEETING OF STOCKHOLDERS OF~~

~~UNIT CORPORATION~~

~~May 5, 2010~~

~~PROXY VOTING INSTRUCTIONS~~

~~NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL~~:

~~The Notice of Meeting, proxy statement and proxy card~~

~~are available at~~~~http://www.unitcorp.com/corpreports.html~~

” ~~Please detach along perforated line and mail in the envelope provided~~IF ~~you are not voting via telephone or the Internet.~~ ”


¢		~~20333000000000000000 6~~						~~050510~~

~~THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF DIRECTORS, “FOR” PROPOSAL 2 AND “FOR” PROPOSAL 3.~~

~~PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE~~ x

~~FOR~~

~~AGAINST~~

~~ABSTAIN~~

~~1. Election of Directors:~~

~~Approve the Unit Corporation 2000 Non-Employee Directors Stock Option Plan as Amended and Restated May 29, 2009.~~

¨~~FOR ALL NOMINEES~~

¨~~WITHHOLD AUTHORITY~~ ~~FOR ALL NOMINEES~~

¨~~FOR ALL EXCEPT~~

~~(See instructions below)~~

~~NOMINEES:~~

~~O William B. Morgan~~

~~O John H. Williams~~

~~O Larry D. Pinkston~~

~~To ratify the selection of PricewaterhouseCoopers LLP as the company’s independent public accounting firm for the year 2010.~~

~~INSTRUCTIONS:~~ ~~To withhold authority to vote for any individual nominee(s),~~

~~mark “~~~~FOR ALL EXCEPT~~~~” and fill in the circle next to each~~

~~nominee you wish to withhold, as shown here:~~ l

~~Signature of Stockholder~~

~~Date:~~

~~Signature of Stockholder~~

~~Date:~~


¢		~~Note:~~		Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder must sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.		¢



¨	o	Preliminary Proxy Statement	o	¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x		Definitive Proxy Statement
¨	o	Definitive Additional Materials
¨	o	Soliciting Material Pursuant to §240.14a-12



	Meeting ~~Date~~ Date:		Wednesday, May ~~5, 2010~~1, 2013

	Meeting ~~Time~~ Time:		11:00 a.m., Central Time

	Meeting ~~Place~~ Place:		Tulsa Room - Ninth Floor
			Bank of Oklahoma Tower
			One Williams Center
			Tulsa, Oklahoma



Time and Date		11:00 a.m., Central Time, on Wednesday, May ~~5, 2010~~1, 2013

Place		Tulsa Room on the ninth floor of the Bank of Oklahoma Tower, One Williams Center, Tulsa, Oklahoma

Items of Business		• elect William B. Morgan, John H. Williams, and Larry D. Pinkston ~~the three~~to our board of directors ~~named in the proxy,~~ for a three-year term expiring in ~~2013~~2016 (Item No. 1 on the proxy card);

		• ~~approve the Unit Corporation 2000 Non-Employee Directors’ Stock Option Plan as Amended and Restated May 29, 2009~~cast a non-binding advisory vote on executive compensation (“say-on-pay vote”) (Item No. 2 on the proxy card);

		• ratify the selection of PricewaterhouseCoopers LLP, Tulsa, Oklahoma, as our independent registered public accounting firm for our fiscal year ~~2010~~2013 (Item No. 3 on the proxy card); and

		• transact any other business that properly comes before the meeting or any adjournment(s) of the meeting.
Record Date	March 4, 2013
~~Record Date~~		~~March 8, 2010~~

Voting Options		Most stockholders have four options for submitting their vote: • via the Internet at~~http://www.voteproxy.com~~(please see your proxy card for instructions), • by phone (please see your proxy card for instructions), • by mail, using the paper proxy card, and • in person at the meeting.
Date of this Notice	March 15, 2013


~~Annual retainer (payable quarterly)~~		~~$60,000~~

Annual retainer (payable quarterly)	$60,000
Annual retainer for each committee a board member serves on ~~(payable~~ (payable quarterly)		$3,500

Each board meeting attended		$1,500

Each committee meeting attended*	attended	$~~1,500~~1,500*
Additional compensation for service as chairman of the board	$25,000
Additional compensation for service as chairman of the audit committee		$~~7,500~~
	15,000
Additional compensation for service as chairman for each of the compensation committee and nominating and governance committee		$~~3,500~~
	6,000
Reimbursement for expenses incurred attending stockholder, board and committee meetings		Yes

Range of total cash compensation (excluding expense ~~reimbursement and retirement/consulting fees)~~reimbursement) earned by directors ~~(for the~~for year ~~2009)~~	2012	$~~72,000 – 102,500~~72,875 and $109,000


Director	Date of Option	Shares Subject to Option(#)⁽¹⁾	Exercise Price($)
J. Michael Adcock	5/5/05	3,500	39.50
	5/4/06	3,500	62.40
	5/3/07	3,500	57.63
	5/8/08	3,500	73.26
	5/7/09	437	31.30
John H. Williams	5/3/01	3,500	17.54
	5/2/02	3,500	20.10
	5/8/03	3,500	20.46
	5/6/04	3,500	28.23
	5/5/05	3,500	39.50
	5/4/06	3,500	62.40
	5/3/07	3,500	57.63
	5/8/08	3,500	73.26
	5/7/09	437	31.30
William B. Morgan	5/3/01	3,500	17.54
	5/2/02	3,500	20.10
	5/8/03	3,500	20.46
	5/6/04	3,500	28.23
	5/5/05	3,500	39.50
	5/4/06	3,500	62.40
	5/3/07	3,500	57.63
	5/8/08	3,500	73.26
	5/7/09	437	31.30
King P. Kirchner	5/4/06	3,500	62.40
	5/3/07	3,500	57.63
	5/8/08	3,500	73.26
	5/7/09	437	31.30
John G. Nikkel	5/5/05	3,500	39.50
	5/4/06	3,500	62.40
	5/3/07	3,500	57.63
	5/8/08	3,500	73.26
	5/7/09	437	31.30
Gary R. Christopher	5/4/06	3,500	62.40
	5/3/07	3,500	57.63
	5/8/08	3,500	73.26
	5/7/09	437	31.30
Robert J. Sullivan Jr.	5/4/06	3,500	62.40
	5/3/07	3,500	57.63
	5/8/08	3,500	73.26
	5/7/09	437	31.30
Steven B. Hildebrand	5/7/09	437	31.30

¨

o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.


(1)	Title of each class of securities to which the transaction applies:


(2)	Aggregate number of securities to which the transaction applies:


(3)	Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

¨

o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.



~~Date~~	By Order of ~~this Notice~~ the Board of Directors,
~~March 19, 2010~~
	Mark E. Schell
	Senior Vice President,
	Secretary and General Counsel


		~~Page~~
~~Questions and Answers~~		1

~~Corporate Governance and Board Matters~~ Table of Contents
5	Page
QUESTIONS AND ANSWERS	1

CORPORATE GOVERNANCE AND BOARD MATTERS	4

General governance information	4
		5
Director independence criteria	5
		5
Director independence determinations	6
		6
Role of the board in our risk management process	6
		6
Board structure and committees	6
		7
Consideration of nominees for director	8
		9
Director qualifications	8
		9
Executive sessions	11
		12
Contacting our board	11
		12
Board and committee evaluations	11

DIRECTORS’ COMPENSATION AND BENEFITS	12

~~Directors’ Compensation and Benefits~~		13

Cash compensation	12

13 Equity awards	12
~~Stock options~~		13
Director compensation table	14

OWNERSHIP OF OUR COMMON STOCK BY BENEFICIAL OWNERS AND MANAGEMENT	15

~~Ownership of Our Common Stock by Beneficial Owners and Management~~		16

Directors and ~~named~~ executive officers	15
		16
Stockholders owning more than 5% ~~or more~~ of our common stock	17

18 EXECUTIVE COMPENSATION	17

~~Executive Compensation~~		18

Overview of ~~2009 named executive officers’~~NEOs’ 2012 compensation	17

18 Highlights of 2012 performance	17

Protecting the integrity of our compensation practices	18

Compensation committee report	18
		18
Compensation discussion and analysis	19
		19
Summary compensation table	33
		29
Grant of plan-based awards for 2012	35
		31
Outstanding equity awards at end of ~~2009~~2012	36
		32
Option exercises and stock vested table for ~~2009~~2012	37
		34
Non-qualified deferred compensation for 2012	38

34 POTENTIAL PAYMENTS ON TERMINATION OR CHANGE IN CONTROL	39



~~Potential Payments on Termination or Change-in-Control~~		35

Separation benefit plan	40
		36
Change-in-control arrangements	40
		36
Payments on termination or change-in-control table	42

39
~~Retirement or consulting agreements~~RELATED PERSON TRANSACTIONS	45
		42


~~Related Person Transactions~~		42

Our related person transaction policy	45
		42
Certain transactions between the company and its officers, directors, nominees for director and their associates	45

43 REPORT OF THE AUDIT COMMITTEE	46

~~Report of The Audit Committee~~PRINCIPAL ACCOUNTANT FEES AND SERVICES	47
		43

~~Principal Accountant Fees and Services~~		44

Fees incurred for PricewaterhouseCoopers LLP	47
		44
Policy on audit committee pre-approval of audit and permissible non-audit services of independent auditor	47

44 COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION	48

~~Compensation Committee Interlocks and Insider Participation~~ITEMS TO BE VOTED ON	48
		45

~~Items To Be Voted On~~		45

Item 1: Election of directors	48
		45
Item 2: ~~Approval of the Unit Corporation 2000 Non-employee Directors’ Stock Option Plan, as Amended and Restated May 29, 2009.~~Advisory vote on executive compensation (“say on pay”)	51
		48
Item 3: Ratification of appointment of independent registered public accounting firm	52

51 OTHER MATTERS	52

~~Other Matters~~		51

Section 16(a) beneficial ownership reporting compliance	52
		51
Matters which may come before the meeting	52
		51
~~2011~~2014 stockholder proposals or nominations	52
		51
Contacting us	53
		52
Availability of our Form 10-K, annual report and proxy statement	53
		53
Incorporation by reference		53


DIRECTOR	COMMITTEE MEMBERSHIP
DIRECTOR	Audit	Compensation	Nominating and Governance
William B. Morgan	x	x	x^*
John H. Williams		x	x
J. Michael Adcock	x	x^*	x
Gary R. Christopher	x
Robert J. Sullivan Jr.			x
Steven B. Hildebrand	x^*	x^**
Number of meetings in 2009	9	3	2



x	No fee required.


(1)	Amount Previously Paid:


(2)	Form, Schedule or Registration Statement No.:


(3)	Filing Party:



Director	Date of Option	Shares Subject to Option(#)	Exercise Price($)
J. Michael Adcock	05/05/05	3,500	39.50
	05/04/06	3,500	62.40
	05/03/07	3,500	57.63
	05/08/08	3,500	73.26
	05/07/09	437	31.30
	05/29/09	3,063	33.51
	05/06/10	3,500	41.21
	05/05/11	3,500	53.81
Gary R. Christopher	05/04/06	3,500	62.40
	05/03/07	3,500	57.63
	05/08/08	3,500	73.26
	05/07/09	437	31.30
	05/29/09	3,063	33.51
	05/06/10	3,500	41.21
	05/05/11	3,500	53.81
Steven B. Hildebrand	05/07/09	437	31.30
	05/29/09	3,063	33.51
	05/06/10	3,500	41.21
	05/05/11	3,500	53.81
William B. Morgan	05/08/03	3,500	20.46
	05/06/04	3,500	28.23
	05/05/05	3,500	39.50
	05/04/06	3,500	62.40
	05/03/07	3,500	57.63
	05/08/08	3,500	73.26
	05/07/09	437	31.30
	05/29/09	3,063	33.51
	05/06/10	3,500	41.21
	05/05/11	3,500	53.81
John G. Nikkel	05/05/05	3,500	39.50
	05/04/06	3,500	62.40
	05/03/07	3,500	57.63
	05/08/08	3,500	73.26
	05/07/09	437	31.30
	05/29/09	3,063	33.51
	05/06/10	3,500	41.21
	05/05/11	3,500	53.81
Larry C. Payne	05/05/11	3,500	53.81
G. Bailey Peyton IV	05/05/11	3,500	53.81
Robert J. Sullivan Jr.	05/04/06	3,500	62.40
	05/03/07	3,500	57.63
	05/08/08	3,500	73.26
	05/07/09	437	31.30
	05/29/09	3,063	33.51
	05/06/10	3,500	41.21
	05/05/11	3,500	53.81
John H. Williams	05/06/04	3,500	28.23
	05/05/05	3,500	39.50
	05/04/06	3,500	62.40
	05/03/07	3,500	57.63
	05/08/08	3,500	73.26
	05/07/09	437	31.30
	05/29/09	3,063	33.51
	05/06/10	3,500	41.21
	05/05/11	3,500	53.81



DIRECTOR COMPENSATION FOR 2012
Name	Fees Earned or Paid in Cash ($)⁽¹⁾	Stock Awards⁽²⁾ ($)	Option Awards⁽³⁾ ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)
J. Michael Adcock	108,000	110,000	n/a	n/a	n/a	-	218,000
Gary R. Christopher	86,000	110,000	n/a	n/a	n/a	-	196,000
Steven B. Hildebrand	109,000	110,000	n/a	n/a	n/a	-	219,000
William B. Morgan	105,000	110,000	n/a	n/a	n/a	-	215,000
John G. Nikkel	95,500	110,000	n/a	n/a	n/a	-	205,500
Larry C. Payne	91,625	110,000	n/a	n/a	n/a	-	201,625
G. Bailey Peyton IV	78,500	110,000	n/a	n/a	n/a	-	188,500
Robert J. Sullivan Jr.	72,875	110,000	n/a	n/a	n/a	-	182,875
John H. Williams	78,750	110,000	n/a	n/a	n/a	-	188,750


(1)	Represents cash compensation for board and committee meeting attendance, retainers, and service as a board or committee chairman. ~~Amount included for Mr. Morgan includes $875 due for services rendered in 2009, but not paid until 2010.~~



Name	Number of Stock Awards Outstanding as of December 31, 2012*	Vesting Schedule
Name	Number of Stock Awards Outstanding as of December 31, 2012*	5/14/13	5/14/14	5/14/15
J. Michael Adcock	2,734	912	911	911
Gary R. Christopher	2,734	912	911	911
Steven B. Hildebrand	2,734	912	911	911
William B. Morgan	2,734	912	911	911
John G. Nikkel	2,734	912	911	911
Larry C. Payne	2,734	912	911	911
G. Bailey Peyton IV	2,734	912	911	911
Robert J. Sullivan Jr.	2,734	912	911	911
John H. Williams	2,734	912	911	911


(3)	The non-employee directors ~~have~~had the following aggregate number of stock options outstanding at the end of ~~2009:~~2012:



Name		~~Name~~	Number of Options		as of December 31,2012
		J. Michael Adcock	~~14,437~~		24,500
Gary R. Christopher		~~John H. Williams~~	~~28,437~~		21,000
Steven B. Hildebrand	10,500
William B. Morgan		~~28,437~~		31,500
		~~King P. Kirchner~~	~~10,937~~
		John G. Nikkel	~~14,437~~		24,500
Larry C. Payne		~~Gary R. Christopher~~	~~10,937~~		3,500
G. Bailey Peyton IV	3,500
Robert J. Sullivan Jr.		~~10,937~~		21,000
John H. Williams		~~Steven B. Hildebrand~~	~~437~~		28,000


STOCK OWNED BY OUR DIRECTORS AND EXECUTIVE OFFICERS AS OF MARCH 9, 2010
Name of Beneficial Owner*	Common Stock⁽¹⁾		Options Exercisable within 60 days		Shares of Restricted Stock⁽³⁾	Shares of Stock Appreciation Rights⁽⁴⁾
King P. Kirchner	148,820		10,937	**	-	-
William B. Morgan	7,500		28,437	**	-	-
John G. Nikkel	132,989	⁽²⁾	14,437	**	-	-
John H. Williams	1,000		28,437	**	-	-
J. Michael Adcock	17,891	⁽²⁾	14,437	**	-	-
Larry D. Pinkston	40,349		35,000		58,405	15,843
Mark E. Schell	52,638		31,000		21,525	5,809
David T. Merrill	8,650		13,000		20,159	5,281
Gary R. Christopher	6,000		10,937	**	-	-
Robert J. Sullivan Jr.	0		10,937	**	-	-
Steven B. Hildebrand	1,200	⁽²⁾	437	**	-	-
John Cromling	13,652		10,200		18,343	3,485
Bradford J. Guidry	5,795		18,000		18,678	3,327
All directors and executive officers as a group*	436,484		226,196		137,110	33,745



STOCK OWNED BY OUR DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS AS OF MARCH 4, 2013
Name of Beneficial Owner	Common Stock⁽¹⁾ (a)	Stock Appreciation Rights and Options Exercisable within 60 days⁽³⁾ (b)	Unvested Common Stock⁽⁴⁾ (c)	Total
J. Michael Adcock	17,891⁽²⁾	24,500	2,734	45,125
Gary R. Christopher	12,000	21,000	2,734	35,734
Steven B. Hildebrand	3,000⁽²⁾	10,500	2,734	16,234
William B. Morgan	7,500	31,500	2,734	41,734
John G. Nikkel	87,115⁽²⁾	24,500	2,734	114,349
Larry C. Payne	-	3,500	2,734	6,234
G. Bailey Peyton IV	6,550	3,500	2,734	12,784
Robert J. Sullivan Jr.	-	21,000	2,734	23,734
John H. Williams	1,000	28,000	2,734	31,734
Larry D. Pinkston	83,391	91,245	138,319	312,955
Mark E. Schell	74,084	39,949	59,909	173,942
David T. Merrill	24,399	34,772	58,551	117,722
John Cromling	27,022	26,504	58,551	112,077
Bradford J. Guidry	17,771	28,631	61,710	108,112
All directors and executive officers as a group* (15 people)	366,717	389,101	443,160	1,198,978


(2)	Of the shares listed as being beneficially owned, the following individuals disclaim any beneficial interest in shares held by spouses, trusts or for the benefit of family members: Mr. Adcock, 17,891 shares; Mr. Nikkel, 35,000 shares; and Mr. Hildebrand, ~~1,200~~3,000 shares.


*~~Name~~*(a)		~~Shares subject~~ ~~to award~~
~~Larry D. Pinkston~~		~~18,267~~
~~Mark E. Schell~~		~~10,047~~
~~David T. Merrill~~		~~9,134~~
~~Bradford J. Guidry~~		~~8,038~~
~~John Cromling~~		~~7,672~~



Name	Shares subject to award	Vesting schedule (#)
Name	Shares subject to award	4/1/10	4/1/11	4/1/12	4/1/13
Larry D. Pinkston	37,018	(9,255)	(9,255)	(9,254)	9,254
Mark E. Schell	10,334	(2,584)	(2,584)	(2,583)	2,583
David T. Merrill	9,985	(2,497)	(2,496)	(2,496)	2,496
John Cromling	9,985	(2,497)	(2,496)	(2,496)	2,496
Bradford J. Guidry	9,985	(2,497)	(2,496)	(2,496)	2,496


STOCKHOLDERS WHO OWN AT LEAST 5% OF OUR COMMON STOCK
Name and Address	Amount and Nature of Beneficial Ownership⁽¹⁾	Percent of Class⁽²⁾
George Kaiser Family Foundation 124 East Fourth Street, Suite 100 Tulsa, Oklahoma 74103	7,557,923	15.88	%
Royce & Associates, LLC 1414 Avenue of the Americas New York, New York 10019	7,127,929	14.98	%
FMR LLC 82 Devonshire Street Boston, MA 02109	4,613,135	9.69	%
BlackRock, Inc. 40 East 52^nd Street New York, NY 10022	2,852,565	5.99	%



STOCKHOLDERS WHO OWN MORE THAN 5% OF OUR COMMON STOCK
Name and Address	Amount and Nature of Beneficial Ownership⁽¹⁾	Percent of Class⁽²⁾
George Kaiser Family Foundation 7030 S Yale, Suite 600 Tulsa, Oklahoma 74136	4,471,560	9.09%
Royce & Associates, LLC 1414 Avenue of the Americas New York, New York 10019	7,197,194	14.64%
FMR LLC 82 Devonshire Street Boston, MA 02109	6,217,038	12.65%
Black Rock, Inc. 40 East 52^nd Street New York, NY 10022	2,463,656	5.01%
Heartland Advisors, Inc. 789 N. Water St. Milwaukee, WI 53202	2,511,504	5.11%


(1)	Beneficial ownership is based on the Schedule 13G or 13G/A most recently filed by the stockholder or other information provided to us. Beneficial ownership may under certain circumstances include both voting power and investment power. Information is provided for reporting purposes only and should not be construed as an admission of actual beneficial ownership.


(2)	Based on the issued and outstanding shares of our common stock as of March ~~8, 2010.~~4, 2013.



Form of compensation or benefit	Description	~~Description~~		Purpose and what it rewards		Interaction with other elements of compensation or benefits
Base Salary		Regular cash income, paid semi-monthly.		Provides competitive and predictable regular compensation and rewards core competence and experience.		Is a fundamental or foundation component of our overall competitive pay mix; serves as a short-term feature to balance long-term incentives.
Cash Bonus	(or “short-term incentive compensation”)	Discretionary cash awards.		Provides annual incentive in the form of cash compensation and rewards short-term corporate and individual performance.		Serves as a short-term incentive to balance long-term incentives; rewards short-term performance, aligning ~~executives’~~executives' interests with those of the stockholders in the short term.
Cash Bonus			~~Performance based~~Performance-based cash awards that may be made under the Unit Corporation Annual Performance Bonus Plan.		Provides an annual incentive award based on the attainment of previously designated performance measures.		Serves as a short-term incentive to balance long-term incentives; rewards short-term performance, aligning executive interests with those of the stockholders in the short term.
Long-term Incentives		Before 2005, we used stock options as our long-term equity incentive. Starting in 2005, we awarded shares of restricted stock and in 2006 and 2007 we awarded a combination of shares of restricted stock and stock appreciation rights. Since 2009, we have awarded restricted common stock exclusively as long-term incentive compensation. Pay-out is generally staggered over a vesting period, although we have also awarded retention shares structured to have a one-time “cliff” vesting feature.	Since 2011, we have also tied a part of this award to attainment of certain performance criteria.	Provides long-term incentive to contribute to company performance and rewards corporate performance as well as continued service with company.		Balances the short-term features of our mix and motivates our executives to enhance corporate performance, further aligning executive interest with stockholder interests.
Indemnification		We indemnify our officers and directors to the fullest extent permitted by law. This is required by our charter, bylaws, and certain contracts.		We include this as a compensation element because it is commonly provided by peer organizations and is valued by our executives. We believe it allows our executives to be free from undue concern about personal liability in connection with their service to the company and it rewards willingness to serve in positions that carry exposure to liability.		Represents a significant component of a competitive executive compensation package.
Medical, Dental, Life and Disability		Available to full-time company employees through our benefit plans. The value of these is not included in the Summary Compensation Table, since they are available on a company-wide basis.		We include this as a compensation element as it is commonly provided by our competitors and it encourages the health of our employees, and adds to employee productivity and loyalty.		Represents a significant component of a competitive executive compensation package.


~~Form of compensation~~ ~~or benefit~~	~~Description~~		~~Purpose and~~ ~~what it rewards~~	~~Interaction with other~~ ~~elements of~~ ~~compensation or benefits~~
Other Paid Time-off Benefits	We provide vacation and other paid holidays to full-time employees, including the ~~named executive officers.~~	NEOs.	Rewards continuity of service and is a standard benefit comparable to the vacation benefits provided by competitors.	Works together with other elements to create a competitive compensation package.
Unit Corporation ~~Employees’~~Employees' Thrift Plan [401(k) plan]	Tax-qualified retirement savings plan under which participating employees can contribute up to 99% of their pre-tax compensation, a portion of which the company can match. Our match for ~~2009~~2012 was 117% of the first 6% of the ~~participant’s~~participant's salary. The company match is paid in shares of the company's common stock.		A 401(k) plan is a standard corporate benefit and our match to the participants is a competitive feature of our plan. This type of benefit rewards continuity of service.	Works in combination with our other executive pay components to create a competitive overall executive compensation package.
Unit Corporation Salary Deferral Plan ~~[Non-qualified~~ [Non-qualified plan]	Our non-qualified plan allows designated participants to defer salary and cash bonus for tax purposes until actual distribution at termination, death, in service, or under defined hardship. We do not make a matching contribution to this plan.		This element of compensation is a standard benefit at executive levels, and is a component of our program that contributes to our competitiveness. This rewards continuity of service.	Works in combination with our other executive pay components to create a competitive overall executive compensation package.
Separation Benefits	We provide payments to salaried full-time employees in cases of involuntary termination, change-in-control, or on retirement after 20 years of service with the company. For specifics, see the narrative discussion at “Potential ~~Payments~~payments on ~~Termination~~termination or ~~Change-in-Control,~~change in control.” ~~page 35.~~		This element of compensation is a standard benefit at executive levels. It is a component of our program that contributes to our competitiveness, and helps retain our employees. This benefit rewards length and continuity of service.	Works in combination with our other executive pay components to create a competitive overall executive compensation package.
Perquisites	We provide a car allowance to our ~~named executive officers~~NEOs and pay for certain club memberships.		We believe that compensating with certain perquisites adds to the general attractiveness and competitiveness of our compensation mix, and helps attract and retain the executive talent we value.	Works in combination with our other executive pay components to create a competitive executive compensation program.


Position	Unit Corp 2009 Salary ($)	Unit Corp as proposed 2010 Salary ($)	Survey Group Average Salary ($)	Proxy Group Average Salary ($)
President/Chief Executive Officer	600,000	637,000	646,700	578,500
Vice President/ Legal Counsel	300,000	318,600	319,900	268,700
Chief Financial Officer	290,000	308,000	353,900	311,700
Executive Vice President, Drilling	290,000	308,000	261,900	384,900
Executive Vice President, Exploration	290,000	308,000	315,100	225,000


Position	Watson Wyatt Survey⁽¹⁾	ERI⁽²⁾	Mercer⁽³⁾	Average Bonus (% of salary)
President/Chief Executive Officer (compared to Mr. Pinkston)	124.4%	97.3%	92.1%	104.6%
Chief Legal Officer (compared to Mr. Schell)	53.1%	29.5%	81.2%	57.9%
Chief Financial Officer (compared to Mr. Merrill)	77.7%	58.2%	70.6%	68.8%
Head of Drilling Division (compared to Mr. Cromling)	-	-	53.1%	53.1%
Head of Exploration (compared to Mr. Guidry)	-	-	66.8%	66.8%


Position	Watson Wyatt Survey⁽¹⁾	Villareal & Associates Survey⁽²⁾
President/Chief Executive Officer (compared to Mr. Pinkston)	76.6%	95.0%
Chief Legal Officer (compared to Mr. Schell)	43.4%	-
Chief Financial Officer (compared to Mr. Merrill)	50.3%	-
Chief Division Executive (compared to Messrs. Cromling and Guidry)	46.7%	-

~~INTERNET~~ ~~- Access “~~~~www.voteproxy.com~~~~” and follow the on-screen instructions. Have your proxy card available when you access the web page, and use the Company Number and Account Number shown on your proxy card.~~
~~TELEPHONE~~ - ~~Call toll-free~~~~1-800-PROXIES~~~~(1-800-776-9437) in the United States or~~~~1-718-921-8500~~~~from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call and use the Company Number and Account Number shown on your proxy card.~~

~~Vote online/phone until 11:59 PM EST the day before the meeting.~~

~~COMPANY NUMBER~~

~~MAIL~~ ~~- Sign, date and mail your proxy card in the envelope provided as soon as possible.~~

~~ACCOUNT NUMBER~~

~~IN PERSON~~ ~~- You may vote your shares in person by attending the Annual Meeting.~~