Brigham Exploration DEF 14A Definitive proxy

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

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Filed by a Party other than the Registranto

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þ		Definitive Proxy Statement
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o		Soliciting Material Pursuant to §240.14a-12

BRIGHAM EXPLORATION COMPANY

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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BRIGHAM EXPLORATION COMPANY
6300 Bridge Point Parkway
Building Two, Suite 500
Austin, Texas 78730
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 28, 2009

To the Stockholders of Brigham Exploration Company:

Notice is hereby given that the Annual Meeting of Stockholders of Brigham Exploration Company, a Delaware corporation, will be held on Thursday, May 28, 2009, at 9:00 a.m. local time, at our offices at 6300 Bridge Point Parkway, Building Two, Suite 500, Austin, Texas 78730, for the following purposes:

	1.		To elect seven directors to serve until the Annual Meeting of Stockholders in 2010;

	2.		To approve the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2009;

	3.		To consider and vote on a proposal to approve an amendment to the 1997 Incentive Plan to increase the number of shares of common stock available under the plan;

	4.		To consider and vote upon a proposal to approve and ratify certain non-plan stock options granted to non-employee directors; and

	5.		To transact such other business as may properly come before the meeting or any adjournment(s) or postponement thereof.

Only stockholders of record at the close of business on April 28, 2009, are entitled to notice of, and to vote at, the meeting or any adjournment(s) thereof.

You are cordially invited and urged to attend the meeting, but if you are unable to attend, please vote on the website, vote by telephone or sign and date the enclosed proxy and return it promptly in the enclosed self-addressed stamped envelope. A prompt response will be appreciated. If you attend the meeting, you may vote in person, if you wish, whether or not you have returned your proxy. In any event, a proxy may be revoked at any time before it is exercised.


		By Order of the Board of Directors

		Eric E. Sigsbey
		Secretary

April 30, 2009
Austin, Texas

Important Notice Regarding the Electronic Availability of Proxy
Materials for the Shareholder Meeting to be Held on May 28, 2009.
The Proxy Statement and Annual Report for 2008 are available at:
www.proxydocs.com/BEXP

Brigham Exploration Company
6300 Bridge Point Parkway
Building Two, Suite 500
Austin, Texas 78730

PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS

MAY 28, 2009
GENERAL INFORMATION

We are furnishing you this proxy statement in connection with the solicitation of proxies by our Board of Directors to be voted at the Annual Meeting of Stockholders of Brigham Exploration Company. The Annual Meeting of Stockholders will be held on Thursday, May 28, 2009, at 9:00 a.m. local time, at our offices at 6300 Bridge Point Parkway, Building Two, Suite 500, Austin, Texas 78730. In this proxy statement, Brigham Exploration Company is referred to as “we” or “us.” Definitive copies of this proxy statement and the enclosed proxy card are being mailed, on or about May 4, 2009, to common stockholders as of the record date, April 28, 2009.

QUESTIONS AND ANSWERS ABOUT THE MEETING

Where and when is the Annual Meeting of Stockholders?

Our Annual Meeting of Stockholders will be held on Thursday, May 28, 2009, at 9:00 a.m. local time, at our offices at 6300 Bridge Point Parkway, Building Two, Suite 500, Austin, Texas 78730, for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders.

Who may vote?

You may vote if you were the record holder of our common stock as of the close of business on April 28, 2009, the record date for the meeting. Each share of our common stock is entitled to one vote at the meeting. On the record date, there were 46,417,656 shares of common stock outstanding and entitled to vote at the meeting.

Stockholders have no dissenters’ rights or rights of appraisal under Delaware law or our Certificate of Incorporation or Bylaws in connection with Proposals One, Two, Three or Four.

May I attend the Annual Meeting of Stockholders?

Yes. However, you may only vote if you were a record holder of our common stock as of the close of business on April 28, 2009, the record date for the meeting.

What am I voting on?

You are voting on:

	•		the election of seven directors to serve until the Annual Meeting of Stockholders in 2010;

	•		the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2009;

	•		the proposal to approve an amendment to the 1997 Incentive Plan to increase the number of shares of common stock available under the plan;

	•		the proposal to approve and ratify certain non-plan stock options granted to non-employee directors; and

	•		any other business properly coming before the meeting.

How does the Board recommend that I vote?

The Board recommends that you vote:

	•		FOR the election of seven directors to serve until the Annual Meeting of Stockholders in 2010;

	•		FOR the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2009;

	•		FOR the proposal to amend the 1997 Incentive Plan; and

	•		FOR the proposal to approve and ratify certain non-plan stock options granted to non-employee directors.

Why should I vote?

Your vote is very important. Regardless of the number of shares you hold, the Board strongly encourages you to exercise your right to vote as a stockholder.

Are proxy and annual report materials available electronically?

Yes, this proxy statement and our 2008 Annual Report are available at www.proxydocs.com/BEXP beginning on the date materials are mailed to shareholders through the date of the Annual Meeting.

How do I vote?

You may vote by any of the following methods:

	•		Vote on the Internet at the website for Internet voting. Simply follow the instructions included with the proxy card to vote your shares and you can confirm that your vote has been properly recorded. If you vote on the Internet, you can request electronic delivery of future proxy materials. Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. (EDT) on May 27, 2009.

	•		Vote by telephone using the toll-free number and instructions included with the proxy card. Easy-to-follow voice prompts allow you to vote your shares and confirm that your vote has been properly recorded. Telephone voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. (EDT) on May 27, 2009.

	•		Vote by mail by completing, signing, dating and returning your proxy card in the pre-addressed, postage-paid envelope provided. If you vote by mail and your proxy card is returned unsigned, then your vote cannot be counted. If you vote by mail and the returned proxy card is signed without indicating how you want to vote, then your proxy will be voted as recommended by the Board of Directors. If mailed, your completed and signed proxy card must be received by May 27, 2009.

	•		You may attend and vote at the meeting. The Board recommends that you vote on the Internet, by telephone or by mail as it is not practical for most stockholders to attend and vote at the meeting.

Using one of these methods to vote your proxy card will not limit your right to vote at the meeting if you later decide to attend in person. If your shares are held in street name (e.g., held in the name of a bank, broker, or other holder of record) you must obtain a proxy, executed in your favor, from your bank, broker or other holder of record to be able to vote at the meeting.

If I vote by telephone or Internet, do I need to return my proxy card?

No.

If I vote by mail, telephone or Internet, may I still attend the meeting?

Yes.

Is my vote confidential?

Yes. All voting records which identify stockholders are kept permanently confidential except as necessary to meet legal requirements and in other limited circumstances such as proxy contests.

Can I change my vote?

If you are a stockholder of record, you may revoke your proxy at any time before the vote is taken by:

	•		voting at a later time by Internet or telephone;

	•		voting in person at the meeting; or

	•		delivering to our Corporate Secretary a proxy with a later date or a written revocation of your proxy.

How many votes must be present to hold the meeting?

In order for us to hold our meeting, stockholders holding a majority of the shares of our common stock entitled to vote must be present in person or by proxy at the meeting. This is referred to as a quorum. If you attend our Annual Meeting of Stockholders and vote in person or properly return your proxy by Internet, telephone, or mail, your shares are counted as present at the meeting.

How many votes are needed to approve each of the proposals?

Proposal One will be approved if a plurality of the shares present in person or by proxy vote for the seven nominees. The approval of Proposals Two, Three and Four require the affirmative vote of the holders of a majority of the shares of common stock outstanding on the record date. Abstentions and broker non-votes will effectively count as a vote against the proposal.

Who is soliciting my proxy, how is it being solicited, and who pays the cost?

We, on behalf of our Board of Directors, through our officers and employees, are soliciting proxies primarily by mail. Our directors, officers and regular employees, in person or by mail, telephone or telegram, may make solicitation without additional compensation. We may also request banking institutions, brokerage firms, custodians, trustees, nominees and fiduciaries to forward solicitation material to the beneficial owners of our common stock held of record by such persons, and we will reimburse the forwarding expense. All costs of preparing, printing and mailing the form of proxy and the material used in the solicitation thereof will be borne by us.

Could other matters be decided at the meeting?

We are not aware of any matters that will be considered at the Annual Meeting of Stockholders other than those on the proxy card. However, if any other matters arise at the Annual Meeting of Stockholders, the persons named in your proxy will vote in accordance with their best judgment.

Where can I find the voting results of the meeting?

We will announce voting results at the meeting, and we will publish the final results in our quarterly report filed on Form 10-Q for the second quarter of 2009. You can get a copy of this and other reports free of charge on our website at www.bexp3d.com or by contacting our Investor Relations Department at (512) 427-3300.

How can I communicate with the Board of Directors?

Stockholders may communicate with the members of our Board by submitting correspondence to our Secretary, Attention: Name of Board Member, Brigham Exploration Company, 6300 Bridge Point Parkway, Building Two, Suite 500, Austin, Texas, 78730.

PROPOSAL ONE

ELECTION OF DIRECTORS

All duly submitted and unrevoked proxies will be voted for the nominees for directors selected by the Board, except where authorization so to vote is withheld. If any nominee(s) should become unavailable for election for any presently unforeseen reason, the persons designated as proxies will have full discretion to cast votes for another person(s) designated by the Board. With regard to the election of directors, votes may be cast in favor of or withheld from each nominee.

The seven director nominees of the Board are named below. Each of the nominees has agreed to serve as a director if elected. We have included below information about each of the nominees, including each nominee’s age as of March 31, 2009, their position with us, their business experience for at least the past five years and directorships of other publicly held companies.

The Board of Directors recommends that stockholders vote FOR the election of the nominees listed below.

Nominees for Director

Ben M. “Bud” Brigham, age 49, has served as our Chief Executive Officer, President and Chairman of the Board since we were founded in 1990. From 1984 to 1990, Mr. Brigham served as an exploration geophysicist with Rosewood Resources, an independent oil and gas exploration and production company. Mr. Brigham began his career in Houston as a seismic data processing geophysicist for Western Geophysical, Inc., a provider of 3-D seismic services, after earning his B.S. in Geophysics from the University of Texas at Austin. Mr. Brigham is a member of the National Petroleum Council, the Independent Producers Association of America, the American Association of Petroleum Geologists, the Society of Exploration Geophysicists and the Society of Independent Professional Earth Scientists. Mr. Brigham is the brother of David T. Brigham, Executive Vice President — Land and Administration.

David T. Brigham, age 48, joined us in 1992 and has served as a Director since May 2003 and as Executive Vice President — Land and Administration since June 2002. Mr. Brigham served as Senior Vice President — Land and Administration from March 2001 to June 2002, Vice President — Land and Administration from February 1998 to March 2001, Vice President — Land and Legal from 1994 until February 1998 and as Corporate Secretary from February 1998 to September 2002 and as interim Corporate Secretary during April 2007. From 1987 to 1992, Mr. Brigham worked as an attorney in the energy section with Worsham, Forsythe, Sampels & Wooldridge. For a brief period of time before attending law school, Mr. Brigham was a landman for Wagner & Brown Oil and Gas Producers, an independent oil and gas exploration and production company. Mr. Brigham holds a B.B.A. in Petroleum Land Management from the University of Texas and a J.D. from Texas Tech School of Law. Mr. Brigham is the brother of Ben M. Brigham, Chief Executive Officer, President and Chairman of the Board.

Harold D. Carter, age 70, has served as a Director on our Board and as a consultant to us since 1992. Mr. Carter has more than 40 years experience in the oil and gas industry and has been an independent consultant since 1990. Prior to consulting, Mr. Carter served as Executive Vice President of Pacific Enterprises Oil Company (USA). Before that, Mr. Carter was associated for 20 years with Sabine Corporation, ultimately serving as President and Chief Operating Officer from 1986 to 1989. Mr. Carter is a director of Energy Partners Ltd. and Abraxas Petroleum Corporation, both publicly traded oil and gas companies, and Longview Production Company, a private company. Mr. Carter is also Vice Chairman of the Board of Trustees of the Texas Scottish Rite Hospital for Children. Mr. Carter has a B.B.A. in Petroleum Land Management from the University of Texas and has completed the Program for Management Development at the Harvard University Business School.

Stephen C. Hurley, age 59, has served as a Director on our Board since December 2002. Mr. Hurley is President of Hunt Oil Company and a member of the Hunt Oil Company Board of Directors. Prior to joining Hunt Oil, Mr. Hurley served as Chief Operating Officer, Executive Vice President and a member of the Board of Directors for Chieftain International, Inc. from August 1995 to August 2001. Prior to joining Chieftain in 1995, Mr. Hurley was Vice President of Exploration and Production for Murphy Exploration and Production Company. Prior to that, he was affiliated with Exxon Company USA and Ocean Drilling and Exploration Company. Mr. Hurley holds a Masters of Science degree in Geology from the University of Arkansas and an advanced degree in business studies from Harvard University.

Stephen P. Reynolds, age 57, has served as a Director on our Board since 1996. Mr. Reynolds is currently a private investor. Mr. Reynolds served as a special adviser to General Atlantic, LLC and was associated with General Atlantic or its predecessor entities from April 1980 to 2000. From 1975 to 1980, Mr. Reynolds worked for Peat Marwick Mitchell, an accounting firm, that later merged to form KPMG LLP. There, he served as the Supervising Senior Accountant on the auditing staff where he was responsible for auditing businesses of various sizes. Mr. Reynolds holds a B.A. in Economics from Amherst College and a Masters Degree in Accounting from New York University.

Hobart A. Smith, age 72, has served as a Director on our Board since December 2002. Mr. Smith has been associated with Smith International, Inc. and its affiliates and predecessors, a products and services supplier to the oil and gas and petrochemical industries, in various capacities since 1965, including Vice President of Customer Relations, Assistant to the President and Vice President of Marketing. Since 1992, Mr. Smith has served as a consultant to Smith International, primarily in Customer Relations and Industry Affairs. Mr. Smith is also a director of HKN Corp., a publicly traded oil and gas company. Mr. Smith has a degree in Business Administration from Claremont-McKenna College.

Scott W. Tinker, Ph.D., age 49, was appointed to our Board of Directors in December 2007. Dr. Tinker is the Director of the Bureau of Economic Geology at The University of Texas at Austin. Dr. Tinker is President of the American Association of Petroleum Geologists, a member of the National Petroleum Council, and has completed two Distinguished Lecture tours for AAPG and one for SPE. Dr. Tinker is the State Geologist of Texas, past President of the Association of American State Geologists, and a Professor in The University of Texas’ Department of Geological Sciences where he holds the Allday Endowed Chair. Dr. Tinker is also a member of the Executive Committee of the Jackson School of Geosciences. Prior to joining the Bureau in January 2000, Dr. Tinker spent 17 years as a geologist in various capacities in the oil and gas industry. During this time, Dr. Tinker was with Marathon Oil’s Petroleum Technology Center in Littleton, Colorado, where he built 3-D models of large oil and gas fields. Dr. Tinker holds a Ph.D. from the University of Colorado, a M.S. from the University of Michigan and a B.S. from Trinity University.

PROPOSAL TWO

APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board recommends the approval of the appointment of KPMG LLP as independent registered public accounting firm for the year ending December 31, 2009. KPMG LLP has been our independent registered accounting firm since 2006.

Representatives of KPMG LLP are expected to be present at the Annual Meeting of Stockholders and will be given the opportunity to make a statement, if they desire to do so, and to respond to appropriate questions. Although stockholder approval of the appointment of KPMG LLP is not required, the Board believes that it is appropriate to seek stockholder approval of this appointment. If the stockholders fail to approve the appointment, the Audit Committee and the Board will consider whether or not to retain that firm. Even if the appointment is approved, the Board, at its discretion, may direct the appointment of a different independent registered accounting firm at any time during the year if it determines that such a change would be in our best interest and the best interests of our stockholders.

During 2008 and 2007, we incurred the following fees with KPMG LLP:


	2008		2007

Audit fees	$	821,750	$	678,550
Audit-related fees (1)		—		65,000
Tax fees		61,689		31,600
All other fees		—		—

Total	$	883,439	$	775,150


(1)		Includes $10,000 for 2007 incurred for services performed in connection with our Registration Statements filed on Forms S-3, S-4, and S-8, respectively. Also includes $55,000 for 2007 related to our April 2007 9 5/8% Senior Notes add-on due 2014.

Unless stockholders specify otherwise in the proxy, proxies solicited by the Board will be voted by the persons named in the proxy at the Annual Meeting of Stockholders to approve the appointment of KPMG LLP as our independent registered accounting firm for 2009.

The Board of Directors recommends that stockholders vote FOR the appointment of KPMG LLP.

PROPOSAL THREE

AMENDMENT TO THE 1997 INCENTIVE PLAN

General

The 1997 Incentive Plan, as amended (the “1997 Incentive Plan”), was adopted by the Board and approved by our stockholders prior to our initial public offering of common stock in 1997. In April 2009, the Compensation Committee granted 950,000 stock options to certain executive officers and employees. The stock options awarded exceeded the availability under the 1997 Incentive Plan and such options are expressly made conditional upon the stockholders’ amendment to the 1997 Incentive Plan to authorize the shares necessary for those grants. Pursuant to the resolutions adopted at a special Board meeting held on April 22, 2009, the Board adopted a proposal to amend Section 5 of the 1997 Incentive Plan, to increase the number of shares of our common stock available for issuance under the 1997 Incentive Plan from the lesser of (i) 5,915,414 or (ii) 15% of the total number of shares of common stock outstanding at any time to the lesser of (i) 6,962,648 or (ii) 15% of the total number of shares of common stock outstanding at any time. The proposal to amend the 1997 Incentive Plan is subject to stockholder approval. The 1997 Incentive Plan is attached as Appendix A.

Reasons and Principal Effects of the Proposal

As of December 31, 2008, there were outstanding employee stock options and restricted stock awards covering 3,721,911 shares of common stock. The primary purpose of the proposal is to continue the 1997 Incentive Plan by increasing the aggregate number of shares of common stock that may be issued under the 1997 Incentive Plan, which will enable us to attract, retain and reward key employees who can have a significant effect on our success. We anticipate that we will desire to issue additional options or other rights to acquire shares of our common stock to attract and retain personnel to facilitate the continued development and expansion of our business.

Description of the 1997 Incentive Plan

GeneralEligibility. Participants in the 1997 Incentive Plan are selected by such committee (the “Committee”) of the Board of Directors as is designated by the Board to administer the 1997 Incentive Plan (currently, the Compensation Committee of the Board of Directors) from among key employees who are employed by us or by our subsidiaries. “Subsidiaries” for purposes of the 1997 Incentive Plan means those corporations, partnerships, or other business entities in which we directly or indirectly own 50% or more of the voting power or, in the case of partnerships or other non-corporate business entities, capital or profits interests. Participants eligible for awards under the 1997 Incentive Plan are those who hold positions of responsibility and whose performance, in the judgment of the Committee, can have a significant effect on our success or the success of our subsidiaries.

Administration. Subject to the provisions of the 1997 Incentive Plan, the Committee is authorized to determine the type or types of awards made to each participant and the terms, conditions and limitations applicable to each award. The Committee reviews and considers the recommendations of our President. In addition, the Committee has the exclusive power to interpret the 1997 Incentive Plan and to adopt such rules and regulations, as it may deem necessary or appropriate in keeping with the objectives of the 1997 Incentive Plan.

Awards. The 1997 Incentive Plan provides for the grant of any or all of the following types of awards: (i) stock options, including incentive stock options, (ii) stock appreciation rights, (iii) stock awards, (iv) restricted stock, (v) cash awards, or (vi) performance awards. Such awards may be granted singly, in combination, or in tandem as determined by the Committee. Stock options may be either incentive stock options within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), or nonqualified stock options. The Committee determines the terms, conditions, and limitations applicable to awards made pursuant to the 1997 Incentive Plan, subject to the following requirements set forth in the 1997 Incentive Plan. The price at which shares of common stock may be purchased upon the exercise of any incentive stock option will be not less than the fair market value of the common stock on the date of grant, except that if the participant owns stock possessing more than 10% of the total combined voting power of all classes of our stock, the price at which shares of common stock may be purchased will not be less than 110% of the fair market value of the common stock on the date of grant. The price at which shares of common stock may be purchased upon the exercise of a nonqualified option will be an amount determined by the Committee, but not less than the fair market value of the common stock on the date of grant. The exercise price of a stock appreciation right will be an amount determined by the Committee, but not less than the fair market value on the date of grant of the shares of common stock subject to the stock appreciation right. A performance award will be paid, vested, or otherwise deliverable solely on account of the attainment of one or more pre-established objective performance goals established by the Committee. The maximum number of shares of common stock for which options and stock appreciation rights may be granted under the 1997 Incentive Plan to any one participant during a calendar year is 500,000.

Rights to dividends or dividend equivalents may be extended to and made part of any award consisting of shares of common stock or units denominated in shares of common stock, subject to such terms, conditions and restrictions as the Committee may establish. The Committee also may establish rules and procedures for the crediting of interest on dividend equivalents for awards consisting of shares of common stock or units denominated in shares of common stock.

Adjustments. In the event of any subdivision or consolidation of outstanding shares of common stock, declaration of a dividend payable in shares of common stock or other stock split, then (i) the number of shares of common stock reserved under the 1997 Incentive Plan, (ii) the number of shares of common stock covered by outstanding awards in the form of common stock or units denominated in common stock, (iii) the exercise or other price in respect of such awards and (iv) the appropriate fair market value and other price determinations for such awards will each be proportionately and equitably adjusted by the Board to reflect such transaction. In the event of any other recapitalization or capital reorganization, any consolidation or merger with another corporation or entity, the adoption of any plan of exchange affecting the common stock or any distribution to holders of common stock of securities or property (other than normal cash dividends or dividends payable in common stock), the Board will make appropriate and equitable adjustments to (i) the number of shares of common stock covered by awards in the form of common stock or units denominated in common stock, (ii) the exercise or other price in respect of such awards and (iii) the appropriate fair market value and other price determinations for such awards to give effect to such transaction; provided that such adjustments will only be such as are necessary to maintain the proportionate interest of the holders of the awards and preserve, without exceeding, the value of such awards. In the event of a corporate merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation, the Board is authorized to issue or assume awards by means of substitution of new awards, as appropriate, for previously issued awards or to assume previously issued awards as part of such adjustment. Notwithstanding the foregoing, outstanding incentive stock options will be adjusted only in accordance with Sections 422 and 424 of the Code and the regulations thereunder, and outstanding nonqualified stock options and stock appreciation rights will be adjusted only in accordance with Section 409A of the Code and the regulations thereunder.

Amendment and Termination. The Board may amend, modify, suspend or terminate the 1997 Incentive Plan for the purpose of meeting or addressing any changes in legal requirements or for any other purpose permitted by law, except that no amendment or alteration that would adversely affect the rights of any participant under any award previously granted to such participant may be made without the consent of such participant.

Funding of 1997 Incentive Plan. Insofar as it provides for awards of cash, common stock or rights thereto, the 1997 Incentive Plan is unfunded. Although bookkeeping accounts may be established with respect to participants who are entitled to cash, common stock or rights thereto under the 1997 Incentive Plan, any such accounts will be used merely as a bookkeeping convenience. We will not be required to segregate any assets that may at any time be represented by cash, common stock or rights thereto, nor will the 1997 Incentive Plan be construed as providing for such segregation, nor shall we, the Board, the Committee or any of our officers or other employees be deemed to be a trustee of any cash, common stock or rights thereto to be granted under the 1997 Incentive Plan. Any liability or obligation to any participant with respect to an award of cash, common stock or rights thereto under the 1997 Incentive Plan will be based solely upon any contractual obligations that may be created by such plan and any award agreement, and no such liability or obligation will be deemed to be secured by any pledge or other encumbrance on any of our property. Neither we nor the Board, the Committee or any our officers or other employees will be required to give any security or bond for the performance of any obligation that may be created by the 1997 Incentive Plan.

Federal Income Tax Consequences

The following summary is based upon an analysis of the Code as currently in effect, and existing laws, judicial decisions, administrative rulings, regulations and proposed regulations, all of which are subject to change. To ensure compliance with Treasury Department Circular 230, stockholders and participants are hereby notified that (i) any discussion of U.S. federal tax issues in this proxy statement is not intended to be written or used, and cannot be used, for the purpose of avoiding penalties that may be imposed under the Code, and (ii) stockholders and participants should seek advice based on their particular circumstances from an independent tax advisor.

The 1997 Incentive Plan is not subject to the provisions of the Employee Retirement Income Security Act of 1974 and is not qualified under Section 401(a) of the Code.

Incentive Stock Options. No income will be recognized by a participant for federal income tax purposes upon the grant or exercise of an incentive stock option. The basis of shares transferred to a participant upon exercise of an incentive stock option is the price paid for the shares. If the participant holds the shares for at least one year after the transfer of the shares to the participant and two years after the grant of the option, the participant will recognize capital gain or loss upon sale of the shares received upon exercise equal to the difference between the amount realized on the sale and the basis of the stock. Generally, if the shares are not held for that period, the participant will recognize ordinary income upon disposition in an amount equal to the excess of the fair market value of the shares on the date of exercise over the amount paid for the shares, or, if less (and if the disposition is a transaction in which loss, if any, will be recognized), the gain on disposition. The participant’s additional gain or any loss realized upon disposition will be a capital gain or loss. The excess of the fair market value of shares received upon the exercise of an incentive stock option over the option price for the shares is an item of adjustment for the participant for purposes of the alternative minimum tax. Therefore, although no income is recognized upon exercise of an incentive stock option, a participant may be subject to alternative minimum tax as a result of the exercise.

If a participant uses already owned shares of common stock to pay the exercise price for shares under an incentive stock option, the resulting tax consequences will depend upon whether the already owned shares of common stock are “statutory option stock,” and, if so, whether the statutory option stock has been held by the participant for the applicable holding period referred to in Section 424(C)(3)(A) of the Code. In general, “statutory option stock” (as defined in Section 424(c)(3)(B) of the Code) is any stock acquired through the exercise of an incentive stock option or an option granted pursuant to an employee stock purchase plan, but not stock acquired through the exercise of a nonqualified stock option. If the stock is statutory option stock with respect to which the applicable holding period has been satisfied, or if the stock is not statutory option stock, no income will be recognized by the participant upon the transfer of the stock in payment of the exercise price of an incentive stock option. If the stock used to pay the exercise price of an incentive stock option is statutory option stock with respect to which the applicable holding period has not been satisfied, the transfer of the stock will be a disqualifying disposition described in Section 421(b) of the Code which will result in the recognition of ordinary income by the participant in an amount equal to the excess of the fair market value of the statutory option stock at the time the incentive stock option covering the stock was exercised over the amount paid for the stock.

Nonqualified Stock Options. No income will be recognized by a participant for federal income tax purposes upon the grant of a nonqualified stock option. Upon exercise of a nonqualified stock option, the participant will recognize ordinary income in an amount equal to the excess of the fair market value of the shares on the date of exercise over the amount paid for the shares. If the participant is an employee, income recognized upon the exercise of a nonqualified stock option will be considered compensation subject to withholding at the time the income is recognized, and, therefore, the participant’s employer must make the necessary arrangements with the participant to ensure that the amount of the tax required to be withheld is available for payment. Nonqualified stock options are designed to provide the employer with a deduction equal to the amount of ordinary income recognized by the participant at the time of the recognition by the participant, subject to the deduction limitations described below.

The basis of shares transferred to a participant pursuant to exercise of a nonqualified stock option is the price paid for the shares plus an amount equal to any income recognized by the participant as a result of the exercise of the option. If a participant thereafter sells shares acquired upon exercise of a nonqualified stock option, the participant will have capital gain or loss equal to the difference between the basis of the shares and the amount realized on the sale.

If a participant uses already owned shares of common stock to pay the exercise price for shares under a nonqualified stock option, the number of shares received pursuant to the nonqualified stock option which is equal to the number of shares delivered in payment of the exercise price will be considered received in a nontaxable exchange, and the fair market value of the remaining shares received by the participant upon the exercise will be taxable to the participant as ordinary income. If the already owned shares of common stock are not “statutory option stock” or are statutory option stock with respect to which the applicable holding period referred to in Section 424(c)(3)(A) of the Code has been satisfied, the shares received pursuant to the exercise of the nonqualified stock option will not be statutory option stock. However, if the already owned shares of common stock are statutory option stock with respect to which the applicable holding period has not been satisfied, it is not presently clear whether the exercise will be considered a disqualifying disposition of the statutory option stock, whether the shares received upon exercise will be statutory option stock, or how the participant’s basis will be allocated among the shares received.

Stock Appreciation Rights. There will be no federal income tax consequences to either the participant or the employer upon the grant of SARs. Generally, the participant will recognize ordinary income subject to withholding upon the receipt of payment pursuant to SARs in an amount equal to the aggregate amount of cash and the fair market value of any common stock received. Subject to the deduction limitations described below, the employer generally will be entitled to a corresponding tax deduction equal to the amount includible in the participant’s income.

Stock Awards. The participant will recognize ordinary income for federal income tax purposes at the time of a stock award in an amount equal to the fair market value of the stock award. The participant will be subject to income tax withholding at the time when ordinary income is recognized. Subject to the deduction limitations described below, the participant’s employer will be entitled to a corresponding deduction.

Restricted Stock. If the restrictions on an award of shares of restricted stock are of a nature that the shares are both subject to a substantial risk of forfeiture and are not freely transferable (within the meaning of Section 83 of the Code), the participant will not recognize income for federal income tax purposes at the time of the award unless the participant affirmatively elects to include the fair market value of the shares of restricted stock on the date of the award, less any amount paid for the shares, in gross income for the year of the award pursuant to Section 83(b) of the Code. In the absence of this election, the participant will be required to include in income for federal income tax purposes on the date the shares either become freely transferable or are no longer subject to a substantial risk of forfeiture (within the meaning of Section 83 of the Code), the fair market value of the shares of restricted stock on such date, less any amount paid for the shares. The employer will be entitled to a deduction at the time of income recognition to the participant in an amount equal to the amount the participant is required to include in income with respect to the shares, subject to the deduction limitations described below. If a Section 83(b) election is made within 30 days after the date the restricted stock is received, the participant will recognize ordinary income at the time of the receipt of the restricted stock, and the employer will be entitled to a corresponding deduction, equal to the fair market value of the shares at the time, less the amount paid, if any, by the participant for the restricted stock. If a Section 83(b) election is made, no additional income will be recognized by the participant upon the lapse of restrictions on the restricted stock, but, if the restricted stock is subsequently forfeited, the participant may not deduct the income that was recognized pursuant to the Section 83(b) election at the time of the receipt of the restricted stock.

If the restrictions on an award of restricted stock are not of a nature that the shares are both subject to a substantial risk of forfeiture and not freely transferable, within the meaning of Section 83 of the Code, the participant will recognize ordinary income for federal income tax purposes at the time of the transfer of the shares in an amount equal to the fair market value of the shares of restricted stock on the date of the transfer, less any amount paid therefore. The employer will be entitled to a deduction at that time in an amount equal to the amount the participant is required to include in income with respect to the shares, subject to the deduction limitations described below.

Cash Awards. An individual who receives a cash award will recognize ordinary income subject to withholding for federal income tax purposes at the time the cash is received (or, if earlier, the date the cash is made available to the individual). Brigham will be entitled to a deduction for the amount of the cash award at such time, subject to the deduction limitations described below.

Performance Awards. There will be no federal income tax consequences to either the participant or the employer upon the grant of performance awards. Generally, the participant will recognize ordinary income subject to withholding upon the receipt of cash and/or shares of common stock in payment of performance awards in an amount equal to the aggregate of the cash received and the fair market value of the common stock so transferred. Subject to the deduction limitations described below, the employer generally will be entitled to a corresponding tax deduction equal to the amount includible in the participant’s income.

Dividends and Dividend Equivalents. Dividends paid to a participant holding restricted stock before the expiration of the restricted period will be additional compensation taxable as ordinary income to the participant subject to withholding, unless the participant made an election under Section 83(b). Subject to the deduction limitations described below, the employer generally will be entitled to a corresponding tax deduction equal to the dividends includible in the participant’s income as compensation. If the participant has made a Section 83(b) election, the dividends will be dividend income, rather than additional compensation, to the participant.

Generally, a participant will recognize ordinary income subject to withholding upon the payment of any dividend equivalents paid with respect to an award in an amount equal to the cash the participant receives. Subject to the deduction limitations described below, the employer generally will be entitled to a corresponding tax deduction equal to the amount includible in the participant’s income.

Limitations on the Employer’s Compensation Deduction. Section 162(m) of the Code limits the deduction certain employers may take for otherwise deductible compensation payable to certain executive officers of the employer to the extent the compensation paid to such an officer for the year exceeds $1 million, unless the compensation is performance-based, is approved by the employer’s stockholders, and meets certain other criteria.

In addition, Section 280G of the Code limits the deduction which the employer may take for otherwise deductible compensation payable to certain individuals if the compensation constitutes an “excess parachute payment.” Excess parachute payments arise from payments made to disqualified individuals which are in the nature of compensation and are contingent on changes in ownership or control of the employer or certain affiliates. Accelerated vesting or payment of awards under the plan upon a change in ownership or control of the employer or its affiliates could result in excess parachute payments. In addition to the deduction limitation applicable, a disqualified individual receiving an excess parachute payment is subject to a 20 percent excise tax on the amount thereof.

Application of Code Section 409A. Section 409A of the Code imposes accelerated taxation, an additional 20% tax and interest on an individual receiving nonqualified deferred compensation under a plan that fails to satisfy certain requirements. For purposes of Code section 409A, “nonqualified deferred compensation” includes equity-based incentive programs, including some stock options and stock appreciation rights programs. Generally speaking, Code section 409A does not apply to incentive stock options, nonqualified stock options and SARs granted at fair market value if no deferral is provided beyond exercise, or restricted stock.

The awards made pursuant to the plan will be designed to comply with the requirements of Code section 409A to the extent the awards granted under the plan are not exempt from coverage. However, if the plan fails to comply with Code section 409A in operation, a participant could be subject to the additional taxes and interest.

Effect of Other Laws. The above summary relates to U.S. federal income tax consequences only and applies to U.S. citizens and foreign persons who are U.S. residents for U.S. federal income tax purposes. The U.S. federal income tax consequences associated with the issuance of common stock to nonresident aliens depends upon a number of factors, including whether such issuance is considered to be U.S. source income and whether the provisions of any treaty are applicable. The acquisition, ownership or disposition of shares of common stock may also have tax consequences under various state, local and foreign laws. The following table sets forth plan benefits to be awarded by us pursuant to the amendment to (i) the named executive officers, (ii) all current executive officers as a group, (iii) all current directors and nominee directors who are not executive officers as a group and (iv) all employees, excluding all executive officers.

1997 Incentive Plan Benefits Pursuant to Amendment

In April 2009, the Compensation Committee awarded stock options to purchase 950,000 shares. The stock options awarded exceeded the availability under the 1997 Incentive Plan and such options are expressly made conditional upon the stockholders’ amendment to the 1997 Incentive Plan to authorize the shares necessary for those grants. The options vest 20% annually on their anniversary date over the next five years and expire in ten years. The options are designed to provide us with a tax deduction equal to the amount of ordinary income recognized by the optionee. The options were granted with an exercise price of $2.20 per share, the average of the high and low sales prices of the Common Stock on the date the options were granted. As of April 24, 2009, the market value per share of the Common Stock underlying the options was $2.30, the last reported sale price of the Common Stock on that day.

If the fair market value of the conditional option grants is greater on the date the stockholders approve the amendment to the 1997 Incentive Plan (if such amendment is approved) than the fair market value of the options on the date of the conditional grant, the grants will result in a direct compensation expense to us in an amount equal to the increase in fair market value of the grants.

The following table sets forth plan benefits awarded by the Compensation Committee pursuant to the amendment to (i) the named executive officers, (ii) all current executive officers as a group, (iii) all current directors who are not executive officers as a group and (iv) all employees, excluding all executive officers.

Plan Benefits Pursuant to Amendment
1997 Incentive Plan


Name	Dollar Value		Number of Options
Ben M. Brigham	$	220,000		100,000
Eugene B. Shepherd, Jr.	$	220,000		100,000
Jeffrey E. Larson	$	220,000		100,000
David T. Brigham	$	220,000		100,000
A. Lance Langford	$	220,000		100,000

Executive Officer Group	$	1,100,000		500,000
Non-Executive Director Group	$	0		0
Non-Executive Officer Employee Group	$	990,000		450,000

The Board of Directors recommends that stockholders vote FOR the proposal to amend the 1997 Incentive Plan.

PROPOSAL FOUR

APPROVAL OF OPTIONS GRANTED TO NON-EMPLOYEE DIRECTORS

Reasons and Principal Effects of the Proposal

On April 28, 2009, we granted non-plan conditional stock options to purchase 200,000 shares of Common Stock to certain of our non-employee directors. The options are expressly made conditional upon the stockholders’ approval and ratification of the grants. The primary purpose of the proposal is to allow us to retain and reward its non-employee directors who have had a significant effect on our success.

Description of the Non-Plan Options

U.S. Federal Income Tax Consequences

The following summary is based upon an analysis of the Code as currently in effect, and existing laws, judicial decisions, administrative rulings, regulations and proposed regulations, all of which are subject to change. To ensure compliance with Treasury Department Circular 230, stockholders and option holders are hereby notified that (i) any discussion of U.S. federal tax issues in this proxy statement is not intended to be written or used, and cannot be used, for the purposes of avoiding penalties that may be imposed under the Code, and (ii) stockholders and option holders should seek advice based on their particular circumstances from an independent tax advisor.

Non-Plan Options. The Non-Plan Options are nonqualified stock options for U.S. federal income tax purposes. No income will be recognized by an option holder for U.S. federal income tax purposes upon the grant of a nonqualified stock option. Upon exercise of a nonqualified stock option, the option holder will recognize ordinary income in an amount equal to the excess of the fair market value of the shares on the date of exercise over the exercise price of such shares.

Nonqualified stock options are designed to provide a deduction for us (subject to the deduction limitations described below) equal to the amount of ordinary income recognized by the option holder at the time of such recognition by the option holder.

The basis of shares transferred to an option holder pursuant to exercise of a nonqualified stock option is the price paid for such shares plus an amount equal to any income recognized by the option holder as a result of the exercise of such option. If an option holder thereafter sells shares acquired upon exercise of a nonqualified stock option, the option holder will recognize long-term or short-term capital gain or loss (depending on the option holder’s holding period with respect to such shares) equal to the difference between the amount realized on such sale and the basis of such shares.

If an option holder uses already owned shares of Common Stock to pay the exercise price for shares under a nonqualified stock option, the number of shares received pursuant to the option that is equal to the number of shares delivered in payment of the exercise price will be considered received in a nontaxable exchange, and the fair market value of the remaining shares received by the option holder upon such exercise will be taxable to the option holder as ordinary income. If the already owned shares of Common Stock are not “statutory option stock” (which is defined in Section 424(c)(3)(B) of the Code to include any stock acquired through the exercise of an incentive stock option or an option granted pursuant to an employee stock purchase plan) or are statutory option stock with respect to which the applicable holding period referred to in Section 424(c)(3)(A) of the Code has been satisfied, the shares received pursuant to the exercise of the option will not be statutory option stock and the option holder’s basis in the number of shares received in exchange for the shares delivered in payment of the exercise price will be equal to the basis of the shares delivered in payment. The basis of the remaining shares received upon such exercise will be equal to the fair market value of the shares. However, if such already owned shares of Common Stock are statutory option stock with respect to which the applicable holding period has not been satisfied, it is not presently clear whether such exercise will be considered a disqualifying disposition of the statutory option stock, whether the shares received upon such exercise will be statutory option stock or how the option holder’s basis will be allocated among the shares received.

Limitations on Our Compensation Deduction. Section 162(m) of the Code limits the deduction that we may take for otherwise deductible compensation payable to certain executive officers to the extent that compensation paid to such officers for such year exceeds $1 million, unless such compensation is performance-based, is approved by our stockholders and meets certain other criteria.

Section 280G of the Code limits the deductibility of certain “parachute payments” made to disqualified individuals by us. Generally, “parachute payments” consist of payments in the nature of compensation made in connection with a change in ownership or control of us. In addition, Section 4999 of the Code imposes a 20% nondeductible excise tax upon the disqualified individual receiving such “parachute payments”. It is possible that a grant of options made within one year before the date of a change in ownership or control of us, or any accelerated vesting or payment of options that occurs upon a change in ownership or control of us, could give rise to a “parachute payment” subject to the deduction limitations of Section 280G of the Code and the excise tax imposed by Section 4999 of the Code.

Application of Code Section 409A. Section 409A of the Code imposes accelerated taxation, an additional 20% tax and interest on an individual receiving nonqualified deferred compensation unless such compensation satisfies certain requirements. For purposes of Code Section 409A, “nonqualified deferred compensation” includes equity-based incentive arrangements, including some stock options. The Non-Plan Options are designed to be exempt from the requirements of Code Section 409A. However, if such options fail to satisfy the requirements for such exemption and do not otherwise comply with the requirements of Code Section 409A, an option holder could be subject to the additional taxes and interest.

Effect of Other Laws. The above summary relates to U.S. federal income tax consequences only and applies to U.S. citizens and foreign persons who are U.S. residents for U.S. federal income tax purposes. The U.S. federal income tax consequences associated with the grant of an option or issuance of Common Stock to nonresident aliens depends upon a number of factors, including whether such grant or issuance is considered to be U.S. source income and whether the provisions of any treaty are applicable. The acquisition, ownership or disposition of an option or shares of Common Stock acquired pursuant to an option also may have tax consequences under various state, local and foreign laws which may be applicable to certain option holders. Since these tax consequences, as well as the federal income tax consequences described above, may vary from person to person depending upon the particular facts and circumstances involved, each option holder should consult his or her own tax advisor with respect to any tax consequences under applicable state, local and foreign laws.

Non-Plan Option Benefits

The non-plan options to purchase 200,000 shares of Common Stock that are conditioned upon stockholder approval and ratification vest 20% annually on their anniversary date over five years and expire in ten years. The options were granted with an exercise price of $2.21 per share. As of April 29, 2009, the market value per share of the Common Stock underlying the options was $2.35, the last reported sale price of the Common Stock on that day.

If the fair market value of the 200,000 shares underlying the new conditional non-plan option grants is greater on the date the stockholders approve and ratify the grants (if such grants are approved) than the exercise price of the options granted, the grants will result in a direct compensation expense to us in an amount equal to the increase in fair market value of the grants.

Non-Plan Options


Name	Dollar Value		Number of Options
Ben M. Brigham	$	0		0
Eugene B. Shepherd, Jr.	$	0		0
Jeffrey E. Larson	$	0		0
David T. Brigham	$	0		0
A. Lance Langford	$	0		0
Executive Officer Group	$	0		0
Non-Executive Director Group	$	442,000		200,000
Non-Executive Officer Employee Group	$	0		0

The Board of Directors recommends that stockholders vote FOR the proposal to approve and ratify the grant of non-plan options to the non-employee directors.

CORPORATE GOVERNANCE

Corporate Governance Guidelines

Our Corporate Governance Guidelines assist the Board in exercising its responsibilities and provide better communication of our policies to the public. The Corporate Governance Guidelines reflect the Board’s commitment to monitor the effectiveness of policy and decision-making, both at the Board and management level, with a view to enhancing long-term shareholder value. A copy of our Corporate Governance Guidelines may be found on our website at www.bexp3d.com.

Code of Business Conduct and Ethics

We adopted our Code of Business Conduct and Ethics in December 2002. A copy of our Code of Business Conduct and Ethics may be found on our website at www.bexp3d.com.

Board Independence

Our business and affairs are managed by and under the direction of our Board of Directors, which exercises all corporate powers and establishes broad corporate policies. In the opinion of the Board, and as “independent” is currently defined by the NASDAQ Stock Market Rules, a majority of the members of our Board are independent of management and free of any relationship that would interfere with their exercise of independent judgment.

The Board of Directors has affirmatively determined that Harold D. Carter, Stephen C. Hurley, Stephen P. Reynolds, Hobart A. Smith, and Scott W. Tinker are independent.

The board has affirmatively determined that all of the members of the Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee are independent as defined by Rule 16b-3(b)(3)(i) under the Securities Exchange Act of 1934 and the NASDAQ Stock Market Rules.

Meetings and Committees of the Board of Directors

In 2008, our Board of Directors held seven meetings, as well as conducted various other business through unanimous consents. Each director attended all of those meetings. The Audit Committee held seven meetings in 2008, as well as conducted other business through a unanimous consent. Each member of the Audit Committee attended all of those meetings, with the exception of Dr. Scott W. Tinker, who did not attend two of such meetings. The Compensation Committee held two meetings in 2008, as well as conducted various other business through unanimous consents. All members of the Compensation Committee attended each meeting. The Nominations and Corporate Governance Committee met in April 2008 and recommended the nominees that were elected to the Board of Directors at the 2008 Annual Meeting of Stockholders, as well as conducted other business by unanimous consent. The Nominations and Corporate Governance Committee met in April 2009 and recommended to the Board of Directors the nominees set forth in Proposal One. Each member of the Nominations and Corporate Governance Committee attended those meetings. Each director attended, either in person or by telephone conference, no fewer than 75% of the Board or committee meetings held while serving as a director or committee member in 2008, with the exception of Dr. Scott W. Tinker who attended 71% of such meetings. All members of the Board attended our 2008 Annual Meeting of Stockholders and the Board recommends that each director attend our 2009 Annual Meeting of Stockholders.

The following table sets forth the members of each committee:

Committee

Nominating &

Name

Audit

Compensation

Corporate Governance

Ben M. Brigham

David T. Brigham

Harold D. Carter

Stephen C. Hurley

Stephen P. Reynolds

Hobart A. Smith

Scott W. Tinker

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee sets guidelines for our officers and employees that encourage corporate responsibility and reinforce good business practices and to monitor our Code of Ethics and other corporate policies, procedures and processes. The Nominating and Corporate Governance Committee charter is available on our website at www.bexp3d.com.

Pursuant to the charter, the Nominating and Corporate Governance Committee is permitted to pay fees to third parties to identify or evaluate or assist it in identifying or evaluating potential director nominees, however, the Nominating and Corporate Governance Committee has not yet paid any such fees.

The minimum qualifications and specified qualities or skills that the Nominating and Corporate Governance Committee believes are necessary for a director nominee to possess include director independence as required by Rule 4350 (c) of the NASDAQ Stock Market Rules, integrity, business acumen, age, experience, commitment, diligence, lack of conflicts of interest and the ability to act in the interests of all stockholders. The Nominating and Corporate Governance Committee does not assign specific weights to particular criteria. The Nominating and Corporate Governance Committee believes that the backgrounds and qualifications of the directors, considered as a group, should provide a significant composite mix of independence, experience, knowledge and abilities that will allow the Board to fulfill its responsibilities.

The process employed by the Nominating and Corporate Governance Committee for identifying and evaluating nominees is as follows:

	•		collect a list of potential nominees from, among others, management, board members and stockholder recommendations (either in advance of the annual meeting or from time to time);

	•		evaluate potential conflicts;

	•		interview a select group of nominees

	•		select a nominee most likely to advance the best interests of stockholders; and

	•		recommend the nominee for Board approval.

Pursuant to its charter, the Nominating and Corporate Governance Committee receives and considers all stockholder recommendations relating to the nomination of a member of the Board. The Nominating and Corporate Governance Committee evaluates nominees recommended by stockholders by following the same process and applying substantially the same criteria as for nominees selected by it. The Nominating and Corporate Governance Committee will consider director nominees of stockholders, provided that such recommendations are made in writing to the attention of our Corporate Secretary and received not less than 90 days in advance of our annual stockholder meeting.

Audit Committee

The Audit Committee’s primary responsibilities are to:

	•		recommend our independent registered public accounting firm to our Board of Directors;

	•		review with our independent registered public accounting firm, the plan and scope of the independent registered public accounting firm’s annual audit, the results thereof and the independent registered public accounting firm’s fees;

	•		review our financial statements; and

	•		take such other action as it deems appropriate as to the accuracy and completeness of our financial records and our financial information gathering, reporting policies and procedures.

A copy of the Audit Committee’s charter is available on our website at www.bexp3d.com.

The Board of Directors determined that each member of the audit committee is financially literate and Stephen C. Hurley and Stephen P. Reynolds are Audit Committee financial experts as defined by the Securities and Exchange Commission.

Audit Committee Audit and Non-Audit Services Approval Policy

In accordance with the policies of our Audit Committee and the requirements of law, all services to be provided by our independent registered public accounting firm are pre-approved by the Audit Committee. Pre-approval is required for audit services, audit-related services, tax services and other services. Generally, pre-approvals are provided for up to a year, relate to a specific task or scope of work and are subject to a specific budget. To avoid certain conflicts of interest, publicly traded companies are prohibited from obtaining certain non-audit services from their independent registered public accounting firm. We obtain these services from other service providers as needed. Moreover, we have historically restricted the use and scope of permissible non-audit services obtained from our independent registered public accounting firm. Prior to KPMG’s engagement as our auditor, we did utilize them for tax services. Subsequent to KPMG’s engagement, we began utilizing Deloitte & Touche LLP for a majority of these tax services; however, we continue to utilize KPMG for a limited amount of tax services, all of which were approved in advance by the Audit Committee.

Report of the Audit Committee

To the Stockholders of Brigham Exploration Company:

As members of the Audit Committee of the Board of Directors, we are responsible for helping to ensure the reliability of the company’s financial statements.

Independence of Audit Committee Members.All of the members of the Audit Committee are independent as defined by Rule 4200(a)(15) of the Nasdaq Stock Market Rules and the most recent interpretations of those standards.

Review and Discussions.We have reviewed and discussed the audited financial statements with management. We have also discussed with our independent registered public accounting firm the matters required to be discussed by SAS 61 (Codification of Statements on Auditing Standards, AU § 380) and SAS 90. Additionally, we have received the written disclosures and the letter from the independent auditors at KPMG LLP, as required by Independent Standards Board Standard No. 1 (Independence Discussions with Audit Committees) and have discussed with the independent auditors their independence.

Recommendation to Include Audited Financial Statements in Annual Report.Based on our discussions with management and our independent registered public accounting firm, and our review of the representation of management and the report of our independent registered public accounting firm to the Audit Committee, we recommended that the Board of Directors include the audited consolidated financial statements in Brigham Exploration Company’s Annual Report on Form 10-K for the year ended December 31, 2008 filed with the Securities and Exchange Commission.

March 6, 2009

Stephen C. Hurley
Stephen P. Reynolds
Scott W. Tinker

Compensation Committee

The Compensation Committee exercises the power of the Board in connection with all matters relating to compensation of executive officers and the administration of our stock option programs. A copy of the Compensation Committee charter is available on our website at www.bexp3d.com. See “Compensation Discussion and Analysis — Compensation Committee.”

Compensation Committee Interlocks and Insider Participation.

Members of our Compensation Committee are currently Harold D. Carter, Stephen C. Hurley and Hobart A. Smith. The Compensation Committee made all determinations concerning executive officer compensation for the last fiscal year. None of our executive officers has served on the Board of Directors or on the compensation committee for any other entity in which any member of our Board is an officer. See “Transactions with Related Persons” below for certain information regarding relationships between entities and us with whom members of our Compensation Committee are affiliated.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management and based on that review and discussion recommended its inclusion in the Proxy Statement for the 2009 Annual Meeting of Stockholders to the Board of Directors.

April 30, 2009

Harold D. Carter
Stephen C. Hurley
Hobart A. Smith

COMPENSATION DISCUSSION AND ANALYSIS

Overview

This compensation discussion and analysis describes the material elements of compensation awarded to, earned by, or paid during the last completed fiscal year to each of our executive officers who are listed as named executive officers in our Summary Compensation Table on page 22. This compensation discussion and analysis focuses on the information contained in the following tables and related footnotes and narrative for primarily the last completed fiscal year, but we also describe compensation actions taken before or after the last completed fiscal year to the extent it enhances the understanding of our executive compensation disclosure.

Although it varies from year to year, the principal elements of our executive compensation program generally consist of base salary, cash bonuses, long-term equity incentives in the form of stock options and restricted stock, 401(k) matching and performance contributions, post-termination severance payments and acceleration of stock option and restricted stock vesting for named executive officers upon certain terminations of employment and/or a change of control of our company. Our philosophy is to position the aggregate of these elements at a level that will adequately compensate and retain our executive officers and is proportionate to companies of similar size and sustained performance.

Our named executive officers are:


Name		Title
Ben M. Brigham		Chief Executive Officer, President and Chairman of the Board
Eugene B. Shepherd, Jr.		Executive Vice President and Chief Financial Officer
Jeffrey E. Larson		Executive Vice President-Exploration
David T. Brigham		Executive Vice President-Land and Administration
A. Lance Langford		Executive Vice President-Operations

Compensation Committee

Our Compensation Committee administers our executive compensation program. In accordance with its charter and as required by law and the NASDAQ Stock Market Rules, the Compensation Committee is composed entirely of independent directors. The role of the Compensation Committee is to oversee our executive compensation and benefit plans and policies, administer our equity incentive plans and review and approve all compensation decisions relating to the named executive officers.

We have not retained a compensation consultant to review our policies and procedures with respect to executive compensation. Our Chief Executive Officer, aided by the Manager of Human Resources and/or the Executive Vice President of Land and Administration, conducts an annual benchmark review of our executive compensation, as well as the mix of elements used to compensate our named executive officers. The review is performed utilizing the most recent Mercer Energy Compensation Survey and the ECI Oil & Gas E&P Compensation Survey, as well as other executive compensation information available through filings made with the Securities and Exchange Commission by other oil and gas exploration companies. The Mercer Energy Compensation Survey contains data submitted by 238 organizations involved in the oil and gas industry. The ECI Oil & Gas E&P Compensation Survey contains data submitted by 119 oil and gas exploration and production companies. In addition, we participated in and received a peer report prepared by ECI that contained additional compensation data for 10 companies we selected. We generally benchmark our executive compensation between the high and low range of compensation reported by the companies participating in the surveys. Additionally, due to the fact that the categories in the surveys do not always precisely match each officer’s job description, several ranges may be considered. In reviewing the industry surveys, we place greater emphasis on the compensation ranges established by oil and gas exploration companies within our general geographical area and revenue size.

As part of the annual compensation review process, each named executive officer prepares a self-evaluation regarding his respective accomplishments and contributions for the past year for the Compensation Committee. The self-evaluations and the survey information are provided by the Chief Executive Officer to the Compensation Committee along with compensation recommendations for each of the named executive officers with respect to the annual determinations of their base salaries. This information may also be considered by the Chief Executive Officer and the Compensation Committee in determining the cash bonuses for the named executive officers. These determinations are typically made at the beginning of the year subsequent to the compilation and analysis of the prior year’s financial and operational results. This information may also be used in connection with determinations regarding grants of restricted stock and stock options.

The Chief Executive Officer may or may not make recommendations regarding his own compensation. Our Chief Executive Officer does not vote on items before the Compensation Committee, however, the Compensation Committee solicits his views on compensation matters, including as they relate to the compensation of the other named executive officers and members of senior management reporting to the Chief Executive Officer.

In each case, once the Compensation Committee receives and reviews the supporting materials and the Chief Executive Officer’s recommendations as to named executive officer compensation, it meets with the Chief Executive Officer to discuss those recommendations. The Compensation Committee will then meet without the Chief Executive Officer to further discuss and analyze the recommendations and supporting materials before making a determination with respect to named executive officer compensation.

Compensation Philosophy

We believe that attracting and retaining key executive officers is paramount to our success. The Compensation Committee believes that compensation paid to the named executive officers should be aligned with our performance on both a short-term and long-term basis, while remaining competitive with that of our peer companies with whom we compete for executive talent. The Compensation Committee believes that compensation should be structured to ensure that a significant portion of the compensation opportunity is directly related to our success at efficiently growing stockholder net asset value, our stock performance and other factors that directly and indirectly influence stockholder value.

Compensation Program

For 2008, our total compensation program for the named executive officers was designed to consist primarily of the following:

	•		Base Salaries;

	•		Non-Equity Incentive Compensation and Bonuses;

	•		401(k) Matching and Performance Contributions;

	•		Long-term Incentive Compensation consisting of stock options and restricted stock; and

	•		Post-termination Compensation.

For 2008, base salaries comprised on average 98% of cash compensation for our named executive officers. Due to the fact that non-equity incentive compensation and bonuses were not paid for 2008 performance, base salaries comprised substantially all of the cash compensation payable to our named executive officers. The 401(k) matching and performance contribution comprised the remaining 2% of our named executive officers cash compensation. These percentages vary depending on both the individual named executive officer’s performance and our performance. In determining how many stock options or shares of restricted stock to grant, we consider the amount of equity that will help retain and motivate the named executive officers in connection with a review of competitive compensation data and individual performance.

Base Salaries

The base salaries paid to the named executive officers are viewed as the basic compensation for their services. Base salaries for our named executive officers are established based on the scope of their responsibilities, individual performance and experience, taking into account competitive market compensation paid by other companies for similar positions. Generally, we believe that our executive base salaries should be within the range of salaries being paid to executives in similar positions with similar responsibilities at comparable companies, in line with our compensation philosophy. Base salaries are reviewed annually, and adjusted from time to time to realign salaries with market levels after taking into account individual responsibilities, performance and experience.

Our Chief Executive Officer is the only named executive officer that has entered into an employment agreement with us. Pursuant to the agreement entered into in 1997, Mr. Brigham was initially entitled to receive a base salary of $275,000 and is eligible for increases in his annual base salary, not less frequently than once each fiscal year. The Compensation Committee undertakes the same process with respect to the consideration of increases in Mr. Brigham’s base salary as it does for the other named executive officers.

The base salaries paid to each of the named executive officers in calendar year 2008 are set forth in the Summary Compensation Table on page 22.

Effective April 1, 2009, our executive officers volunteered to reduce their 2009 base salaries by 25%. Executive officers have the opportunity to take additional time off as work schedules allow.

Non-Equity Incentive Plan Compensation and Discretionary Bonuses

Non-equity incentive plan compensation is paid to the named executive officers upon the successful attainment of certain performance objectives on our part and in part on the named executive officer’s individual performance and accomplishments. In assessing the named executive officers’ performance, the Compensation Committee considers actual results for each of our performance objectives, compared to the goals established at the beginning of the year. In assessing performance, the Compensation Committee may also consider unforeseen or uncontrollable circumstances that occurred during the year that may have had an impact on the established goals. For each named executive officer, the Compensation Committee also considers the individual contributions and accomplishments during the prior year. The amount of the award may be adjusted if, in the opinion of the Compensation Committee, additional amounts are necessary to adequately reward and retain the named executive officer.

In addition, a discretionary bonus may be awarded if, in the opinion of the Compensation Committee, additional amounts may be necessary in order to reward and/or retain the named executive officer. Such discretionary bonuses were awarded in both 2007 and 2006. These discretionary bonuses were paid in 2008 and 2007, respectively. No discretionary bonuses were awarded in 2008.

Pursuant to his employment agreement, Mr. Brigham is entitled to receive a cash bonus in an amount not to exceed 75% of his annual base salary. For 2008, Mr. Brigham’s eligibility for non-equity incentive plan compensation and a discretionary bonus was subject to the same criteria as the other named executive officers.

For 2008, our named executive officers’ performance objectives were based upon the achievement of targeted levels of all sources total proved finding cost, growth in average daily production, and levels of proved developed drilling coverage (PV10% of proved developed reserves drilled/drilling capital) for the calendar year. Lower levels of success provide smaller bonuses than the higher levels. The objective is to provide a reasonable and optimal cash incentive for the named executive officers. The targeted levels for 2008 were:

All Sources Total Proved Finding Cost Ratio (50% Factor):


All Sources Total Proved	% of			Factor
Finding Cost	Gross			Multiple
($ / Mcfe)	Salary			Bonus		%
> $6.00		0	%		.50		0.00	%
$5.00 to $5.99		10	%		.50		5.00	%
$4.50 to $4.99		20	%		.50		10.00	%
$4.00 to $4.49		30	%		.50		15.00	%
$3.50 to $3.99		40	%		.50		20.00	%
$3.00 to $3.49		50	%		.50		25.00	%
$2.50 to $2.99		60	%		.50		30.00	%
< $2.50		70	%		.50		35.00	%

Average Daily Production (25% Factor):


	% of			Factor
Average Daily Production	Gross			Multiple
(MMcfe)	Salary			Bonus		%
< 32		0	%		.25		0.00	%
32.01 to 33		10	%		.25		2.50	%
33.01 to 35		20	%		.25		5.00	%
35.01 to 38		30	%		.25		7.50	%
38.01 to 42		40	%		.25		10.00	%
42.01 to 46		60	%		.25		15.00	%
> 46		80	%		.25		20.00	%

Proved Developed Drilling Coverage Ratio (25% Factor):


	% of			Factor
Proved Developed Drilling	Gross			Multiple
Coverage Ratio	Salary			Bonus		%
< 1.00		0	%		.25		0.00	%
1.00 to 1.20		5	%		.25		1.25	%
1.21 to 1.40		10	%		.25		2.50	%
1.41 to 1.60		15	%		.25		3.75	%
1.61 to 1.80		20	%		.25		5.00	%
1.81 to 2.00		25	%		.25		6.25	%
2.01 to 2.25		30	%		.25		7.50	%
2.26 to 2.50		35	%		.25		8.75	%
2.51 to 2.75		40	%		.25		10.00	%
2.76 to 3.00		45	%		.25		11.25	%
3.01 to 3.25		50	%		.25		12.50	%
3.26 to 3.50		55	%		.25		13.75	%
3.51 to 4.00		60	%		.25		15.00	%
> 4.00		80	%		.25		20.00	%

For 2008, our All Sources Total Proved Finding Cost Ratio exceeded $7.00 and Average Daily Production was below 32 Mmcfe. As such, there was no performance cash bonus paid for those measures. Our Proved Developed Drilling Coverage was greater than 1.0; however the named executive officers elected to forgo the associated performance cash bonus. As a result, none of the named executive officers received non-equity compensation.

We have not put in place a non-equity compensation plan with performance objectives for 2009.

401(k) Matching and Performance Contributions

For 2008, we matched 25% of the pre-tax contributions our employees, including the named executive officers, made to our 401(k) plan. We also made additional performance based matching contributions to our 401(k) plan upon our achievement of targeted levels of all sources total proved finding costs for the calendar year. Total contributions by the named executive officers and us may not exceed limitations imposed by law on tax-qualified 401(k) plans. The targeted levels for 2008 were:

All Sources Total Proved Finding Cost Ratio:


	% of
All Sources Total Proved	Employee
Finding Cost	401(k)
($ / Mcfe)	Contribution
> $7.00		0	%
$6.00 to $6.99		25	%
$5.00 to $5.99		50	%
$4.00 to $4.99		75	%
$3.00 to $3.99		100	%
$2.00 to $2.99		150	%
< $2.00		200	%

For 2008, our All Sources Total Proved Finding Cost Ratio exceeded $7.00, so there was no 401(k) performance match. As such, the total 401(k) match was 25% of the amount contributed by the named executive officer to his 401(k).

Matching and performance contributions to the 401(k) plan for each of our named executive officers can be found in the Summary Compensation Table on page 22 and are included within the All Other Compensation.

Effective April 1, 2009, we ceased the 25% base match to 401(k) contributions. Depending on the circumstances, in our discretion, we may decide to resume the 25% base match to 401(k) contributions.

Long Term Incentive Compensation

We believe that a high level of quality long-term performance is achieved through an ownership culture that encourages such performance by our executive officers through the use of stock and stock-based awards. Our 1997 Incentive Plan was established to provide our employees, including our named executive officers, with incentives to help align their interests with the interests of stockholders. We have historically elected to use stock options and restricted stock as the primary long-term equity incentive vehicles. The stock options and restricted stock provide long-term incentives for our named executive officers’ performance since their value is tied directly to our stock price and provide retention incentives with delayed vesting.

We have not adopted stock ownership guidelines, however, our stock compensation plans have provided the principal method for our executive officers to acquire equity in our company. The Compensation Committee believes that the vesting periods contained in the stock option and restricted stock awards made to the named executive officers provide assurance that the named executive officers will have sufficient equity holdings to provide incentive for performance.

Our 1997 Incentive Plan authorizes us to grant shares of stock options and restricted stock to purchase shares of our common stock to our employees, directors and consultants, including our named executive officers. Our Compensation Committee oversees the administration of the 1997 Incentive Plan. Equity grants are made to executive officers at the commencement of employment and generally on an annual basis thereafter. In addition, equity grants are occasionally made following a significant change in job responsibilities, subsequent to a significant accomplishment benefiting us, or to meet other special retention objectives. The Compensation Committee reviews and approves equity awards to named executive officers based upon a review of competitive compensation data, its assessment of individual performance, a review of each executive’s existing long-term incentives, and retention considerations.

On an annual basis, the Compensation Committee considers making additional awards of stock options and/or restricted stock to the named executive officers. The Compensation Committee relies on both stock option grants and restricted stock grants to provide equity incentives for the named executive officers. The Compensation Committee believes that limited grants of restricted stock are immediate compensation for the named executive officers that help provide retention incentive in the event that our stock price goes down for any reason. In connection with the recent decline in our stock price, in April 2009, the Compensation Committee granted 23,989 shares of restricted stock and 500,000 stock options to our named executive officers. The shares of restricted stock will vest on September 22, 2009. The conditional stock options awarded exceeded the availability on that date under the 1997 Incentive Plan and such options are expressly made conditional upon the stockholders’ amendment to the 1997 Incentive Plan to authorize the shares necessary for those grants. The Compensation Committee also extended the term of 202,500 options for our named executive officers that were about to expire by one year.

The stock option and restricted stock awards typically vest incrementally over a five-year period or cliff vest at the end of the five-year period. The stock options generally expire between seven and ten years after the date of grant. The exercise prices for the stock options are set at the average of the high and low sales prices on the date of the grant. Neither stock option nor restricted stock awards are dated prior to the date of the Compensation Committee approval of the grant.

The value of stock options and restricted stock recorded as compensation expense under Statement of Financial Accounting Standards No. 123 of revised in calendar year 2008 is set forth in the Summary Compensation Table on the following page and the number of stock options and shares of restricted stock granted to the named executive officers in calendar year 2008 are set forth in the Grants of Plan Based Awards Table on page 23.

Perquisites

Pursuant to our Chief Executive Officer’s employment agreement, we purchase life and long-term disability insurance for Mr. Brigham in addition to the life and long-term disability provided to all other employees, including the named executive officers.

The dollar value of the premiums paid for the additional life and long-term disability insurance for Mr. Brigham are set forth in the Summary Compensation Table on the next page.

Summary Compensation Table

The table below summarizes the total compensation paid to or earned by our named executive officers for the fiscal years ended December 31, 2008, 2007 and 2006.

Summary Compensation Table
For Fiscal Years Ending December 31, 2008, 2007 and 2006


													Change in
													Pension
													Value and
													Nonqualified
											Non-Equity		Deferred
							Stock		Option		Incentive Plan		Compensation		All Other
Name			Salary		Bonus		Awards		Awards		Compensation		Earnings		Compensation		Total
& Principal Position	Year		($)		($)		($) (a)		($) (a)		($)		($) (b)		($) (c)		($)

Ben M. Brigham		2008	$	405,132	$	—	$	36,875	$	100,800	$	—	$	—	$	9,328	$	552,135
Chief Executive Officer,		2007		383,367		111,455		89,056		220,580		81,465		—		23,431		909,354
President and Chairman of the Board		2006		367,500		91,875		62,756		232,830		85,312		—		15,230		855,503

Eugene B. Shepherd, Jr.		2008		284,979		—	$	36,875	$	100,800		—		—		3,875		426,529
Executive Vice President		2007		268,449		78,659		89,056		264,140		57,045		—		19,375		776,724
and Chief Financial Officer		2006		251,260		101,820		62,756		325,740		37,689		—		11,402		790,667

David T. Brigham		2008		241,238		—	$	36,875	$	100,800		—		—		3,875		382,788
Executive Vice President — Land		2007		227,583		66,514		89,056		199,138		48,361		—		19,375		650,027
and Administration and Director		2006		214,383		87,053		62,756		223,230		32,157		—		11,402		630,981

Jeffery E. Larson		2008		225,794		—	$	36,875	$	100,800		—		—		6,319		369,788
Executive Vice President —		2007		211,655		75,931		89,056		203,678		44,977		—		19,375		644,672
Exploration		2006		200,974		71,449		62,756		227,770		30,146		—		11,402		604,497

A. Lance Langford		2008		232,655		—	$	36,875	$	100,800		—		—		5,793		376,123
Executive Vice President —		2007		218,087		60,331		89,056		203,678		46,343		—		19,579		637,074
Operations		2006		207,081		73,620		62,756		227,770		31,062		—		11,402		613,691


(a)		Stock and option award values represent the compensation cost of awards recognized for financial statement purposes for under Statement of Financial Accounting Standards No. 123 as revised (FAS 123R). Assumptions utilized to determine FAS 123R values can be found in Note 13 Stock Based Compensation included in our Notes to the Consolidated Financial Statements in our Form 10-K for the year ended December 31, 2008.

(b)		We do not maintain either a pension or a non-qualified deferred compensation plan.

(c)		All Other Compensation includes the 401(k) match outlined in above 401(k) Matching and Performance Contributions. Each of the Named Executive Officers’ All Other Compensation for 2008 includes $3,875 in 401(k) matching contributions, which is comprised of the base 25% contribution. All Other Compensation for 2008 also includes $2,072 of insurance premiums paid by us and di minimis perquisites of $3,381 for Ben M. Brigham, $1,918 for A. Lance Langford and $2,444 for Jeffery E. Larson. Each of the Named Executive Officers’ All Other Compensation for 2007 includes $19,375 in 401(k) matching and performance contributions, which is comprised of the base 25% contribution and the 100% performance match. All Other Compensation for 2007 also includes $2,549 of insurance premiums paid by us and di minimis perquisites of $1,507 for Ben M. Brigham and $204 for A. Lance Langford. All Other Compensation for 2006 includes $10,500 in 401(k) matching and performance contributions, which is comprised of the base 25% contribution and the 45% performance match. All Other Compensation for 2006 also includes di minimis perquisites of $4,370 for Ben M. Brigham and $902 for each of the other named executives.

Grant of Plan Based Awards

The table below summarizes all grants of plan base awards made during 2008.

2008 Grants of Plan Based Awards

All Other

Stock

Option

Grant Date

Estimated Possible Payouts

Estimated Future Payouts

Awards:

Fair Market

Under Non-Equity Incentive Plan

Under Equity Incentive Plan

Number of

Exercise or

Value of

Awards

Awards (a)

Shares of

Securities

Base Price

Closing

Stock and

Thresh-

Stock or

Underlying

of Option

Price on

Option

old

Target

Maximum

old

Target

Maximum

Units

Options

Awards

Grant Date

Awards

Name

Grant Date

($)

($) (b)

($)

(#)

($/SharI(c)

($/Share)

($)

Ben M. Brigham

1/1/2008

5,000

7.52

37,125

10/10/2008

40,000

5.08

4/15/2009

Eugene B. Shepherd, Jr.

1/1/2008

5,000

7.52

37,125

40,000

5.08

4/15/2009

David T. Brigham

1/1/2008

5,000

7.52

37,125

40,000

5.08

4/15/2009

Jeffery E. Larson

1/1/2008

5,000

7.52

37,125

40,000

5.08

4/15/2009

A. Lance Langford

1/1/2008

5,000

7.52

37,125

40,000

5.08

4/15/2009


(a)		We do not maintain equity incentive plans based on incentive thresholds. See All Other Stock Awards for inclusion of restricted stock awards.

(b)		Option exercise price is equal to the mean between the high and low sales prices on the date of grant. If the market is closed on the grant date, the mean of the prior trading day high and low prices is used.

Outstanding Equity Awards

The following table sets forth the outstanding equity awards of our named executive officers at December 31, 2008.

Outstanding Equity Awards
At Fiscal Year End December 31, 2008


	Option Awards												Stock Awards
																			Equity
																			Incentive
																			Plan
																			Awards:
							Equity											Equity	Market or
							Incentive											Incentive Plan	Payout
							Plan											Awards:	Value of
							Awards:									Market		Number of	Unearned
	Number of			Number of			Number of						Number of			Value of		Unearned	Shares,
	Securities			Securities			Securities						Shares or			Shares or		Shares, Units	Units or
	Underlying		��	Underlying			Underlying						Units of			Units of		or Other	Other
	Unexercised			Unexercised			Unexercised	Option					Stock That			Stock That		Rights That	Rights That
	Options			Options			Unearned	Exercise					Have Not			Have Not		Have Not	Have Not
	(#)			(#)			Options	Price		Option			Vested			Vested		Vested	Vested
Name	Exercisable			Unexercisable			(#)	($)		Expiration Date			(#)			($)		(#)	($)

Ben M. Brigham		150,000						$	6.725		10/13/2010			45,000	(e)		144,000
		72,000			18,000	(a)		$	8.835		9/23/2011
		24,000			16,000	(b)		$	12.310		10/10/2012
		24,000			36,000	(c)		$	6.145		9/14/2013
					40,000	(d)		$	5.080		10/10/2015

Eugene B. Shepherd, Jr.		150,000						$	4.200		6/10/2009	(f)		45,000	(e)		144,000
		150,000						$	6.725		10/13/2010
		64,000			16,000	(a)		$	8.835		9/23/2011
		24,000			16,000	(b)		$	12.310		10/10/2012
		28,000			42,000	(c)		$	6.145		9/14/2013
					40,000	(d)		$	5.080		10/10/2015

David T. Brigham		25,000						$	4.805		5/23/2009	(f)		45,000	(e)		144,000
		125,000						$	6.725		10/13/2010
		48,000			12,000	(a)		$	8.835		9/23/2011
		27,000			18,000	(b)		$	12.310		10/10/2012
		24,000			36,000	(c)		$	6.145		9/14/2013
					40,000	(d)		$	5.080		10/10/2015

Jeffery E. Larson		12,500						$	4.805		5/23/2009	(f)		45,000	(e)		144,000
		75,000						$	6.725		10/13/2010
		24,375			12,000	(a)		$	8.835		9/23/2011
		30,000			20,000	(b)		$	12.310		10/10/2012
		12,876			36,000	(c)		$	6.145		9/14/2013
					40,000	(d)		$	5.080		10/10/2015

A. Lance Langford		15,000						$	4.805		5/23/2009	(f)		45,000	(e)		144,000
		100,000						$	6.725		10/13/2010
		48,000			12,000	(a)		$	8.835		9/23/2011
		30,000			20,000	(b)		$	12.310		10/10/2012
		24,000			36,000	(c)		$	6.145		9/14/2013
					40,000	(d)		$	5.080		10/10/2015


(a)		Fifty percent of these options vest on September 23, 2008 and the balance vest on September 23, 2009.

(b)		One-third of these options vest on each of October 10, 2008, October 10, 2009 and October 10, 2010.

(c)		Twenty-five percent of these options vest on each of September 14, 2008, September 14, 2009, September 14, 2010 and September 14, 2011.


(d)		Twenty percent of these options vest on each of October 10, 2009, October 10, 2010, October 10, 2011, October 10, 2012 and October 10, 2013.

(e)		5,000 shares vest on January 1^st of each of the next five years and 5,000 shares vest on September 10^th of each of the next four years.

(f)		On April 22, 2009, the Compensation Committee extended expiration date of options about to expire by one year.

Options Exercised and Stock Vested

The number and value of options and stock acquired by our named executive officers in 2008 are set forth in the following table.

Options Exercised and Stock Vested


	Option Awards				Stock Awards
					Number of
	Number of Shares		Value Realized		Shares Acquired		Value Realized
	Acquired on Exercise		on Exercise		on Vesting		on Vesting
Name	(#)		($)		(#)		($)
Ben M. Brigham		50,000		510,250		10,000		93,700
Eugene B. Shepherd, Jr.		—		—		10,000		93,700
David T. Brigham		10,000		121,500		10,000		93,700
Jeffery E. Larson		107,249		611,798		10,000		93,700
A. Lance Langford		10,000		109,457		10,000		93,700

Post Termination Compensation

Accelerated Vesting of Stock Options and Restricted Stock

Change of Control Agreements

Each of the named executive officers, other than Ben M. Brigham, has entered into a separate Change of Control Agreement with us providing for automatic vesting of all stock options held by the named executive officer upon the occurrence of a Change of Control and execution of a general release in our favor.

A Change of Control will generally be deemed to have occurred if (A) any “affiliates” and “associates” of a person, together with any nominees or appointees of such person (other than Ben or Anne Brigham, us or any entity or plan established by us) constitute at least 51% of members of our Board of Directors, (B) our stockholders approve a transaction with respect to which persons who were our stockholders immediately prior to such transaction do not, immediately thereafter, own more than 50% of the combined voting power entitled to vote generally in the election of directors, (C) we sell, lease or exchange or agree to sell, lease or exchange all or substantially all of our assets and following such transaction we do not continue our business following substantially the same business plan or we are to be dissolved and liquidated or (D) any person becomes the beneficial owner directly or indirectly, of our securities representing in the aggregate 50% or more of either the then outstanding shares of common stock or the voting securities, in either such case other than solely as a result of acquisitions of such securities directly from us.

Chief Executive Officer Employment Agreement

Pursuant to Mr. Brigham’s Employment Agreement, upon termination for Good Reason or without Cause, all unvested stock options and shares of restricted stock held by Mr. Brigham shall vest. Cause is generally defined as (A) the willful and continued failure to substantially perform his duties or (B) the willful engaging in misconduct which is materially injurious to us, monetarily or otherwise. Good Reason is generally defined as (A) a material breach by us of the Employment Agreement, or (B) a material diminution of Mr. Brigham’s authority, duties, or responsibilities.

Restricted Stock Agreements

Death

Upon a named executive officer’s termination of employment due to death, any shares of restricted stock held by the named executive officer that have not vested shall be deemed to have vested as of the date of the named executive officer’s death.

Disability or Just Cause

A portion of any unvested shares of restricted stock held by a named executive officer shall vest upon his termination of employment due to a Disability or involuntary termination of the named executive officer by us for reasons other than Just Cause. Disability is generally deemed to have occurred if, in the good faith judgment of the Compensation Committee, the named executive officer has become unable to continue the proper performance of his duties on a full-time basis as a result of his physical or mental incapacity. Just Cause generally includes conduct by the named executive officer that constitutes willful misconduct or gross negligence in the performance of his duties; fraud, dishonesty, or a criminal act; embezzlement of funds or misappropriation of other property, any act or conduct that, in the good faith opinion of the Board of Directors or the President, is materially detrimental to us or reflects unfavorably on us or the named executive officer to such an extent that our best interests reasonably require the named executive officer’s discharge.

Upon such an event, a ratable portion of the number of restricted shares held by the named executive officer that were due to vest next will be deemed to have vested. The ratable portion shall be determined by multiplying the number of shares that were due to vest next by a fraction with a numerator equal to the number of full months which have then elapsed since the last date of termination of a restricted period and a denominator equal to the total number of months between the last date of termination of a restricted period and the next scheduled termination date, and rounding to the closest whole number. The restricted period applicable to such ratable portion shall terminate.

Fundamental Change or Change of Control

If either (A) Ben M. Brigham is no longer both the Chief Executive Officer and Chairman of the Board, or (B) any person becomes the beneficial owner, directly or indirectly, of our securities representing in the aggregate forty-nine percent (49%) or more of either the then outstanding shares of our common stock or our voting power, in either such case, and the named executive officer’s employment is involuntarily terminated within two years, then immediately upon such termination, any unvested restricted shares shall vest fully..

The following table summarizes the number and value of restricted shares that vest upon a fundamental change or change in control. Value is calculated using a year-end market price of $3.20 per share.


			Value of Shares
	Restricted Shares that		Realized Upon
	Vest Upon Change of		Change of
	Control		Control
Name	(#)		($)
Ben M. Brigham		40,000	$	128,000
Eugene B. Shepherd, Jr.		40,000		128,000
David T. Brigham		40,000		128,000
Jeffery E. Larson		40,000		128,000
A. Lance Langford		40,000		128,000

Stock Option Agreements

Death, Disability and Certain Terminations

Upon a named executive officer’s termination of employment due to death or disability or involuntary termination by us for reasons other than fraud, dishonesty or other acts which our Board of Directors determines are materially detrimental to us, a portion of any unvested stock options held by a named executive officer shall vest.

Upon such an event, a ratable portion of the number of stock options held by the named executive officer that were due to vest next will be deemed to have vested. The ratable portion shall be determined by multiplying the number of stock options that were due to vest next by a fraction with a numerator equal to the number of full months which have then elapsed since the last vesting date and a denominator equal to the total number of months between the last vesting date and the next scheduled vesting date, and rounding to the closest whole number.

Fundamental Change

If as a result of any merger or acquisition transaction involving the issuance or redemption of our equity interests, more than 50% of such equity interests is owned by a party other than certain of our affiliates, then immediately prior to such event, all unvested stock options will vest.

The following table summarizes the number and value of options for which vesting is accelerated upon a fundamental change. Value is calculated using the year-end market price of $3.20 per share less the exercise price times the number of options. Options that are out of the money are not included for valuation purposes.


	Number of Securities
	Underlying Options				Value of Options
	Vesting Upon				Realized Upon
	Fundamental		Option Exercise		Change of
	Change of Control		Price		Control
Name	(#)		($)		($)
Ben M. Brigham		30,000	$	6.725	$	—
		36,000	$	8.835	$	—
		24,000	$	12.310	$	—
		48,000	$	6.145	$	—

Total					$	—

Eugene B. Shepherd, Jr.		30,000	$	6.725	$	—
		32,000	$	8.835	$	—
		24,000	$	12.310	$	—
		56,000	$	6.145	$	—

Total					$	—

David T. Brigham		25,000	$	6.725	$	—
		24,000	$	8.835	$	—
		27,000	$	12.310	$	—
		48,000	$	6.145	$	—

Total					$	—

Jeffery E. Larson		25,000	$	6.725	$	—
		24,000	$	8.835	$	—
		30,000	$	12.310	$	—
		48,000	$	6.145	$	—

Total					$	—

A. Lance Langford		25,000	$	6.725	$	—
		24,000	$	8.835	$	—
		30,000	$	12.310	$	—
		48,000	$	6.145	$	—

Total					$	—

Severance Benefits

Change of Control Agreements

In addition, the Change of Control Agreements provide for certain severance benefits for named executive officers, other than the Chief Executive Officer, following a Change of Control and the occurrence of a Termination Event. A Termination Event is defined as either termination of employment by us without Cause or termination by the named executive officer with Good Reason.

Cause is generally defined as (A) the named executive officer’s conviction of, or plea of nolo contendere to, any felony of theft, fraud, embezzlement or violent crime causing substantial harm to us or our affiliates, (B) the willful and continued failure by the named executive officer to substantially perform his duties or (C) the willful engaging by the named executive officer in misconduct which is materially injurious to our interests.

Good Reason is generally defined as (A) a material dimunition in the nature or scope of the named executive officer’s duties from those immediately prior to the date on which a Change of Control occurs, (B) a material diminution in the named executive officer’s base compensation from that provided immediately prior to the date on which the Change of Control occurs, (C)any required relocation of the named executive officer of more than fifty miles from the location where the named executive officer was based and performed services immediately prior to the date on which the Change of Control occurs.

Provided the named executive officer executes a general release in our favor, the severance benefits payable following a Change of Control and Termination Event include (A) the payment of a sum equal to two times the named executive officer’s annual base salary and cash bonuses, (B) continued participation in our life and disability insurance plans for a period of 18 months or if earlier, until such time as the named executive officer obtains other employment, (C) continued participation in our health benefit plans as along as such coverage is nontaxable and until such time as the named executive officer obtains other employment and (D) for a period of 5 years, payment of all reasonable legal fees and expenses incurred by the named executive officer in seeking to obtain or enforce any right or benefit under the Change of Control Agreement.

Additionally, if in our determination, the total sum of (i) the payments and benefits to be paid or provided to a named executive officer under the Change of Control Agreement are considered to be “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986 (the “Code”) and (ii) any other payments and benefits which are considered to be “parachute payments,” to be paid or provided to a named executive officer (the “Total Amount”) exceed the amount such named executive officer can receive without having to pay excise tax with respect to all or any portion of such payments or benefits under Section 4999 of the Code, then the amount payable to the named executive officer shall be reduced to the greater of zero or the highest amount which will not result the named executive officer having to pay excise tax with respect to any payments and benefits under Section 4999 of the Code (the “Reduced Amount”); provided, however, that in the event that the Reduced Amount minus any and all applicable federal, state and local taxes is less than the Total Amount minus any and all applicable federal, state and local taxes, then the reduction of the amount payable to the named executive officer shall not be made.

Chief Executive Officer Employment Agreement

Mr. Brigham’s Employment Agreement provides for severance benefits in the event that he terminates his own employment with us for Good Reason or if we terminate his employment other than for Cause. The severance benefits to be to paid to Mr. Brigham are a sum equal to (A) the amount of his annual base salary that he would have received during the remainder of his employment term under the Agreement, plus (B) an amount equal to the average annual bonus received during the immediately preceding two years, multiplied by the number of years in the remainder of his employment term. Mr. Brigham’s Employment Agreement contains an automatic revolver such that there will never be less than 3 years left in its term.

The following table summarizes the severance, health and life and disability benefits payable to our named executive officers following a Change in Control and Termination Event and to our Chief Executive Officer if we terminate for Good Reason or other than Cause.

Potential Post-Employment Severance Payments
At December 31, 2008


	Estimated				All Other
	Severance Pay		Health Benefits		Benefits		Total
Name	($)		($)(a)		($)(a)		($)
Ben M. Brigham	$	1,531,967	$	26,646	$	776	$	1,559,389
Eugene B. Shepherd, Jr.		575,386		26,252		776		602,414
David T. Brigham		487,071		26,252		776		514,099
Jeffery E. Larson		456,566		9,378		1,937		467,881
A. Lance Langford		470,440		26,252		754		497,446


(a)		Health and All Other Benefits calculated using the name executive officers benefit elections in place as of December 31, 2008.

Income Tax Considerations

Section 162(m) of the Code limits the tax deductibility by a publicly held company of compensation in excess of $1 million paid to the chief executive officer or any other of its four most highly compensated executive officers, unless that compensation is “performance-based compensation” as defined by the Code. We believe that the stock option awards under the 1997 Incentive Plan qualify as performance-based compensation and are not subject to any deductibility limitations under Code Section 162(m). However, salary and bonuses paid to the executive officers and restricted stock grants made pursuant to the 1997 Incentive Plan are not exempt from this limit.

We consider deductibility in the design and administration of our other executive compensation plans and programs. However, we believe that it is in our best interests and the best interest of our stockholders that we retain flexibility and discretion to make compensation awards, whether or not deductible, when such awards are consistent with our strategic goals.

Section 280G of the Code limits the tax deductibility by corporations of amounts paid to certain persons that are treated as excess parachute payments. Excess parachute payments are also subject to an excise tax payable by the recipient of such payments. Parachute payments arise with regard to payments made to executives in connection with a transaction that gives rise to a change in the ownership or effective control of us or in the ownership of a substantial portion of our assets. Parachute payments become excess parachute payments if the total amount of such payments exceeds a certain threshold amount. Examples of types of payments that could give rise to parachute payments are accelerated vesting of stock options and restricted stock upon a change of control and severance payments made upon termination of employment in connection with a change of control.

Director Compensation

Non-employee directors receive an annual retainer of $23,000 per year and $2,500 per meeting attended in person or $1,000 per meeting attended by phone. Members of committees receive $1,100 per meeting attended in person or by phone. The Chairman of the Audit Committee receives an annual retainer of $10,500 and other members of the Audit Committee receive a $5,000 annual retainer. The Chairman of the Compensation Committee receives an annual retainer of $5,200 and other members of the committee receive a $4,000 annual retainer.

Pursuant to our 1997 Director Stock Option Plan, each newly elected non-employee director is granted an option to purchase 20,000 shares of our common stock. In addition, each non-employee director receives an option to purchase 10,000 shares of our common stock on December 31 of each year. The options under the plan are granted at fair market value on the grant date and become exercisable, subject to certain conditions, in five equal annual installments on the first five anniversaries of the grant date. The options terminate seven years from the grant date, unless terminated sooner. Options to purchase 50,000 shares of our common stock were granted in 2008 to our five non-employee directors pursuant to the 1997 Directors Stock Option Plan.

The following table summarizes the annual compensation for our non-employee directors during 2008.

Director Compensation Table
For Fiscal Year-Ending December 31, 2008


									Change in Pension
	Fees								Value and Non-
	Earned or						Non-Equity		Qualified Deferred
	Paid in		Stock		Option		Incentive Plan		Compensation		All Other
	Cash		Awards		Awards		Compensation		Earnings		Compensation		Total
Name	($)		($)		($) (a)		($)		($)		($)		($)
Harold D. Carter (b)	$	43,400	$	—	$	34,880	$	—	$	—	$	30,000	$	108,280
Stephen C. Hurley		54,800		—		34,880		—		—				89,680
Stephen P. Reynolds		54,100		—		34,880		—		—				88,980
Hobart A. Smith		42,200		—		34,880		—		—				77,080
Scott W. Tinker		46,500		—		20,940		—		—				67,440


(a)		Option award value represents the compensation cost of awards recognized for financial statement purposes for 2008 under Statement of Financial Accounting Standards No. 123 as revised (FAS 123R). Assumptions utilized to determine FAS 123R values can be found in Note 13 Stock Based Compensation included in our Notes to the Consolidated Financial Statements in our Form 10-K for the year ended December 31, 2008. The grant date fair market value of these awards as calculated per FAS 123R was $32,100 per director.

(b)		For Harold D. Carter, All Other Compensation includes $30,000 in fees earned as a consultant to us on various aspects of our business and strategic issues.

OTHER MATTERS

The Board does not intend to present any other matters at the meeting and knows of no other matters which will be presented. However, if any other matters come before the meeting, it is the intention of the persons named in the enclosed proxy to vote in accordance with their judgment on such matters.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The table below provides information concerning (i) the only persons known by us, based upon statements filed by such persons pursuant to Section 13(d) or 13(g) and/or Section 16 of the Securities Exchange Act of 1934, as amended (the “1934 Act”), to own beneficially in excess of 5% of the common stock as of April 2, 2009, and (ii) the shares of common stock beneficially owned, as of April 2, 2009, by each current director, each executive officer listed in the Summary Compensation Table on page 22, and all current directors and executive officers as a group. Except as indicated, each individual has sole voting power and sole investment power over all shares listed opposite his name.


	Shares
	Beneficially		Options
	Owned		Exercisable		Total Shares
	Excluding		Within		Beneficially		Percent
Name (1)	Options		60 days		Owned (2)		of Class
Certain Beneficial Owners:
DLJ Merchant Banking Partners III, L.P. and affiliate funds (3)		7,520,718		—		7,520,718		16.1	%
Dimensional Fund Advisors LP (4)		2,634,473		—		2,634,473		5.7	%

Directors and Executive Officers (1):
Ben M. Brigham (5)		2,750,623		270,000		3,020,623		6.5	%
David T. Brigham (6)		148,315		249,000		397,315			*
A. Lance Langford (7)		66,734		217,000		283,734			*
Jeffery E. Larson (7)		50,169		154,751		204,920			*
Eugene B. Shepherd, Jr. (7)		75,379		416,000		491,379			*
Harold D. Carter (8)		334,193		58,000		392,193			*
Stephen C. Hurley		30,000		58,000		88,000			*
Stephen P. Reynolds		70,527		58,000		128,527			*
Hobart A. Smith		17,114		52,000		69,114			*
Scott W. Tinker		0		6,000		6,000			*


All current directors and executive officers as a group (10 persons)		3,543,054		1,538,751		5,081,805		10.9	%


*		Represents less than 1%.

(1)		Unless otherwise indicated, the business address of each director and executive officer is 6300 Bridge Point Parkway, Building Two, Suite 500, Austin, Texas 78730.

(2)		According to SEC rules, beneficial ownership includes shares as to which the individual or entity has voting power or investment power and any shares, which the individual has the right to acquire within 60 days of the date of this table through the exercise of any stock option or other right.

(3)		Based on Schedule 13D/A filed on August 1, 2008, DLJ Merchant Banking, together with its affiliated funds (as listed below), beneficially own the following:


Funds that Hold	Common Shares
DW Merchant Banking Partners III, L.P.		5,323,571
DLJ ESC II, L.P.		1,021,361
MBP III Plan Investors, L.P.		562,120
DLJ Merchant Banking III, Inc., as advisors general partner on behalf of DLJ Offshore Partners III, C.V.		290,460
DLJ Merchant Banking III, Inc., as advisors general partner on behalf of DLJ Offshore Partners III-1, C.V., and attorney-in-fact for DLJ Merchant Banking III, L.P., as associate general partner of DLJ Offshore Partners III-1, C.V.		97,063
FUNDING III		91,131
DLJ Merchant Banking III, Inc., as advisors general partner on behalf of DLJ Offshore Partners III-2, C.V., and attorney-in-fact for DLJ Merchant Banking III, L.P., as associate general Partner of DLJ Offshore		69,142
DLJ MB Partners III GmbH & Co., KG		45,873
Millenium Partners II, L.P.		9,161
Credit Suisse Securities (USA) LLC		6,036
Credit Suisse Capital LLC		4,800

Credit Suisse (“Credit Suisse”), a Swiss bank, owns the majority of the voting stock of Credit Suisse Holdings (USA), Inc., a Delaware corporation, which in turn owns all of the voting stock of Credit Suisse (USA), Inc., a Delaware corporation (“CS-USA”). The entities discussed in the above table are merchant banking funds managed by indirect subsidiaries of CS-USA and form part of Credit Suisse’s asset management business. The ultimate parent company of Credit Suisse is Credit Suisse Group (CSG). Due to the separate management and independent operation of its business units, CSG disclaims beneficial ownership of the reported common stock that is beneficially owned by its direct and indirect subsidiaries, including Credit Suisse’s asset management business. Credit Suisse’s asset management business disclaims beneficial ownership of shares of common stock beneficially owned by CSG and any of CSG’s and the Bank’s other business units. The business address for Credit Suisse is 11 Madison Avenue, New York, New York, 10010.

(4)		Based on Schedule 13G/A filed on February 9, 2009. The business address for Dimensional Fund Advisors is Palisades West, Building One, 6300 Bee Cave Road, Austin, TX 78746.

(5)		Shares beneficially owned include 1,136,070 shares owned by Ben M. Brigham and 975,365 owned by Anne L. Brigham, 6,882 shares owned by Brigham Parental Trust I (of which Mr. and Mrs. Brigham are the trustees and which is for the benefit of Ben Brigham’s mother), 4,406 shares owned by Brigham Parental Trust II (of which Mr. and Mrs. Brigham are the trustees and which is for the benefit of Anne Brigham’s parents), 47,500 shares owned by the 2005 Brigham Family Revocable Trust, 250,000 shares owned by the Ben M. Brigham Grat U/a November 26, 2008 Trust, 250,000 shares owned by the Anne L. Brigham Grat U/a November 26, 2008 Trust, and 80,400 shares held by David T. Brigham, as custodian for each of Mr. and Mrs. Brigham’s five children.

(6)		Shares beneficially owned include 45,000 shares of unvested restricted stock and 80,400 shares held as a custodian for the children of Ben M. Brigham and Anne L. Brigham.

(7)		Shares beneficially owned include 45,000 shares of unvested restricted stock.

(8)		Shares beneficially owned included 18,800 shares owned by Harold D. Carter and 315,393 owned by Harold D. Carter’s Family Trust.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 Act requires our directors and officers, and persons who own more than 10% of our outstanding common stock, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock. Directors, officers and more than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, during the year ended December 31, 2008, all Section 16(a) filing requirements applicable to our directors, officers and persons who own more than 10% of our outstanding common stock were met.

TRANSACTIONS WITH RELATED PERSONS

In the ordinary course of our business, we purchase products or services from, or engage in other transactions with, various third parties. Occasionally, these transactions may involve entities that are affiliated with one or more members of our Board. When they occur, these transactions are conducted in the ordinary course of business and on an arms-length basis. We adopted a Related Party Transaction Policy by unanimous consent of the Board of Directors on January 29, 2008. Under the Policy, the Audit Committee will review and approve or ratify any related person transaction that is required to be disclosed. This review will include the following:

	•		the nature of the related person’s interest in the transaction;

	•		the material terms of the transaction, including, without limitation, the amount and type of transaction;

	•		the importance of the transaction to the related person;

	•		the importance of the transaction to us;

	•		whether the transaction would impair the judgment of a director or executive officer to act in our best interest; and

	•		any other matters deemed appropriate.

Any director who is a related person with respect to a transaction under review will not participate in the deliberations or vote respecting approval or ratification of the transaction; provided, however, that such director will be counted in determining the presence of a quorum at the meeting where the transaction is considered.

In connection with land work necessary for certain of our 3-D exploration, drilling and development operations, we engage Brigham Land Management (BLM), an independent company owned and managed by Vincent M. Brigham, a brother of Ben M. Brigham, who is our Chief Executive Officer, President and Chairman of the Board, and David T. Brigham, who is a director and our Executive Vice President-Land and Administration. During 2008, we compared rates charged by BLM against the rates being charged by other consulting field land brokers and found BLM’s rates to be consistent with others being charged in the industry. BLM specializes in conducting the necessary field land work relating to 3-D seismic exploration activities and to drilling and development activities. BLM performs these services using their employees and independent contractors. During 2008, we incurred costs charged by BLM of approximately $7.3 million. Other participants in our 3-D seismic projects reimbursed us for a portion of these amounts. At December 31, 2008, we owed BLM $129,000.

STOCKHOLDER PROPOSALS

It is contemplated that the Annual Meeting of Stockholders in 2010 will take place during the fourth week of May or the first week in June 2010. Stockholder proposals for inclusion in our proxy materials for the Annual Meeting of Stockholders in 2010 must be received at our principal executive office in Austin, Texas, addressed to the Secretary of Brigham Exploration Company, not later than December 30, 2009.

With respect to stockholder proposals which are not intended to be included in our proxy materials, our bylaws provide that notice of any such stockholder proposal nominating persons for election to the Board must be received at our principal executive office not later than 90 days prior to the Annual Meeting of Stockholders; and all other stockholder proposals must be received not less than 60 nor more than 120 days prior to the meeting.

Appendix A

1997 INCENTIVE PLAN
of
BRIGHAM EXPLORATION COMPANY
(As Amended Effective January 1, 2009)

1. Plan.This 1997 Incentive Plan of Brigham Exploration Company (the “Plan”) was adopted by the Board of Directors of Brigham Exploration Company (the “Company”) to reward certain key employees of the Company and its consolidated subsidiaries by enabling them to acquire shares of Common Stock, par value $.01 per share, of the Company and/or to be compensated for individual performances.

2. Objectives.The Plan is designed to attract and retain key employees of the Company and its Subsidiaries (as hereinafter defined), to encourage the sense of proprietorship of such employees and to stimulate the active interest of such persons in the development and financial success of the Company and its Subsidiaries. These objectives are to be accomplished by making Awards (as hereinafter defined) under this Plan and thereby providing Participants (as hereinafter defined) with a proprietary interest in the growth and performance of the Company and its Subsidiaries.

3. Definitions.As used herein, the terms set forth below shall have the following respective meanings:

“Authorized Officer” means the Chairman of the Board or the Chief Executive Officer of the Company (or any other senior officer of the Company to whom either of them shall delegate the authority to execute any Award Agreement).

“Award” means the grant of any Option, SAR, Stock Award, Cash Award or Performance Award, whether granted singly, in combination or in tandem, to a Participant pursuant to such applicable terms, conditions and limitations as the Committee may establish in order to fulfill the objectives of the Plan.

“Award Agreement” means a written agreement between the Company and a Participant setting forth the terms, conditions and limitations applicable to an Award.

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

“Cash Award” means an award denominated in cash.

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

“Committee” means such committee of the Board as is designated by the Board to administer the Plan.

“Common Stock” means the Common Stock, par value $.01 per share, of the Company.

“Company” means Brigham Exploration Company, a Delaware corporation.

“Dividend Equivalents” means, with respect to shares of Restricted Stock that are to be issued at the end of the Restriction Period, an amount equal to all dividends and other distributions (or the economic equivalent thereof) that are payable to stockholders of record during the Restriction Period on a like number of shares of Common Stock.

“Effective Date” has the meaning set forth in paragraph 18 hereof.

“Employee” means an employee of the Company or any of its Subsidiaries.

“Fair Market Value” of a share of Common Stock means, as of a particular date, (i) if shares of Common Stock are listed on a national securities exchange, the mean between the highest and lowest sales price per share of Common Stock on the consolidated transaction reporting system for the principal national securities exchange on which shares of Common Stock are listed on that date, or, if there shall have been no such sale so reported on that date, on the last preceding date on which such a sale was so reported, (ii) if the Common Stock is not so listed, the mean between the closing bid and asked price on that date, or, if there are no quotations available for such date, on the last preceding date on which such quotations shall be available, as reported by the Nasdaq Stock Market, or, if not reported by the Nasdaq Stock Market, by Pink OTC Markets Inc. (or its successor, or if Pink OTC Markets Inc. or its successor does not then exist, such over-the-counter quotation service as the Board shall determine), or (iii) if shares of Common Stock are not publicly traded, the most recent value determined in good faith by the Board using a “reasonable application of a reasonable valuation method” within the meaning of Treasury Regulation Section 1.409A-1(b)(5)(iv)(B).

“Incentive Option” means an Option that is intended to comply with the requirements set forth in Section 422 of the Code.

“Nonqualified Stock Option” means an Option that is not an Incentive Option.

“Option” means a right to purchase a specified number of shares of Common Stock at a specified price.

“Participant” means an Employee to whom an Award has been made under this Plan.

“Performance Award” means an award made pursuant to this Plan to a Participant that is subject to the attainment of one or more Performance Goals.

“Performance Goal” means a standard established by the Committee to determine in whole or in part whether a Performance Award shall be earned.

“Restricted Stock” means any Common Stock that is restricted or subject to forfeiture provisions.

“Restriction Period” means a period of time beginning as of the date upon which an Award of Restricted Stock is made pursuant to this Plan and ending as of the date upon which the Common Stock subject to such Award is no longer restricted or subject to forfeiture provisions.

“SAR” means a right to receive a payment, in cash or Common Stock, equal to the excess of the Fair Market Value or other specified valuation of a specified number of shares of Common Stock on the date the right is exercised over a specified strike price, in each case, as determined by the Committee.

“Stock Award” means an award in the form of shares of Common Stock or units denominated in shares of Common Stock.

“Subsidiary” means (i) in the case of a corporation, any corporation in which the Company directly or indirectly owns shares representing more than 50% of the combined voting power of the shares of all classes or series of capital stock of such corporation which have the right to vote generally on matters submitted to a vote of the stockholders of such corporation and (ii) in the case of a partnership or other business entity not organized as a corporation, any such business entity of which the Company directly or indirectly owns more than 50% of the voting, capital or profits interests (whether in the form of partnership interests, membership interests or otherwise).

4. Eligibility.Employees eligible for Awards under this Plan are those key Employees who hold positions of responsibility and whose performance, in the judgment of the Committee, can have a significant effect on the success of the Company and its Subsidiaries. Notwithstanding the foregoing, Employees that provide services to Subsidiaries that are not considered a single employer with the Company under Code Section 414(b) or Code Section 414(c) shall not be eligible to receive Awards which are subject to Code Section 409A until the Subsidiary adopts this Plan as a participating employer in accordance with Section 20.

5. Common Stock Available for Awards.Subject to the provisions of paragraph 14 hereof, there shall be available for Awards under this Plan granted wholly or partly in Common Stock (including rights or options that may be exercised for or settled in Common Stock) an aggregate number of shares of Common Stock equal to the lesser of (a) 5,915,414 or (ii) 15% percent of the total number of shares of Common Stock outstanding from time to time. The number of shares of Common Stock that are the subject of Awards under this Plan, that are forfeited or terminated, expire unexercised, are settled in cash in lieu of Common Stock or in a manner such that all or some of the shares covered by an Award are not issued to a Participant or are exchanged for Awards that do not involve Common Stock, shall again immediately become available for Awards hereunder. The Committee may from time to time adopt and observe such procedures concerning the counting of shares against the Plan maximum as it may deem appropriate. The Board and the appropriate officers of the Company shall from time to time take whatever actions are necessary to file any required documents with governmental authorities, stock exchanges and transaction reporting systems to ensure that shares of Common Stock are available for issuance pursuant to Awards.

6.Administration.

(a) This Plan shall be administered by the Committee.

(b) Subject to the provisions hereof, the Committee shall have full and exclusive power and authority to administer this Plan and to take all actions that are specifically contemplated hereby or are necessary or appropriate in connection with the administration hereof. The Committee shall also have full and exclusive power to interpret this Plan and to adopt such rules, regulations and guidelines for carrying out this Plan as it may deem necessary or proper, all of which powers shall be exercised in the best interests of the Company and in keeping with the objectives of this Plan. The Committee may, in its discretion, provide for the extension of the exercisability of an Award, accelerate the vesting or exercisability of an Award, eliminate or make less restrictive any restrictions contained in an Award, waive any restrictions or other provision of this Plan or an Award or otherwise amend or modify an Award in any manner that is either (i) not adverse to the Participant to whom such Award was granted or (ii) consented to by such Participant; provided, however, that no such exercise of discretion by the Committee shall cause an Award to fail to satisfy the requirements of Code Section 409A. The Committee may correct any defect or supply any omission or reconcile any inconsistency in this Plan or in any Award in the manner and to the extent the Committee deems necessary or desirable to further the Plan purposes. Any decision of the Committee in the interpretation and administration of this Plan shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned.

(c) No member of the Committee or officer of the Company shall be liable for anything done by him or her, by any member of the Committee or by any officer of the Company in connection with the performance of any duties under this Plan, except for his or her own willful misconduct or as expressly provided by statute.

7. Delegation of Authority.The Committee may delegate to the Chief Executive Officer and to other senior officers of the Company its duties under this Plan pursuant to such conditions or limitations as the Committee may establish.

8. Awards.The Committee shall determine the type or types of Awards to be made under this Plan and shall designate from time to time the Employees who are to be the recipients of such Awards. The Committee shall review and consider the recommendations of the President of the Company as to such Awards. Awards shall become effective only upon and after approval by the Committee. Each Award may be embodied in an Award Agreement, which shall contain such terms, conditions and limitations as shall be determined by the Committee in its sole discretion and shall be signed by the Participant to whom the Award is made and by an Authorized Officer for and on behalf of the Company. Awards may consist of those listed in this paragraph 8 hereof and may be granted singly, in combination or in tandem. Awards may also be made in combination or in tandem with, in replacement of, or as alternatives to, grants or rights under this Plan or any other employee plan of the Company or any of its Subsidiaries, including the plan of any acquired entity. Any provision of this Plan to the contrary notwithstanding, the maximum number of shares of Common Stock for which Options and SARs may be granted under the Plan to any one Employee during a calendar year is 500,000. An Award may provide for the grant or issuance of additional, replacement or alternative Awards upon the occurrence of specified events, including the exercise of the original Award granted to a Participant. All or part of an Award may be subject to conditions established by the Committee, which may include, but are not limited to, continuous service with the Company and its Subsidiaries, achievement of specific business objectives, increases in specified indices, attainment of specified growth rates and other comparable measurements of performance. Upon the termination of employment by a Participant, any unexercised, deferred, unvested or unpaid Awards shall be treated as set forth in the applicable Award Agreement.

(a)Option.An Award may be in the form of an Option. An Option awarded pursuant to this Plan may consist of an Incentive Option or a Nonqualified Stock Option. The maximum number of shares of Common Stock with respect to which any Option may be granted to an Employee hereunder is the number of shares available for Awards, pursuant to paragraph 5 hereof, at the time such Option is granted. Subject to the provisions of this Plan, the terms, conditions and limitations applicable to any Options awarded pursuant to this Plan, including the term of any Options and the date or dates upon which they become exercisable, shall be determined by the Committee.

(i)Nonqualified Stock Option.A Nonqualified Stock Option may be granted only to Employees of the Company or a corporation or other entity in a chain of corporations and/or other entities in which the Company, directly or indirectly, has a “controlling interest” within the meaning of Treasury Regulation Section 1.414(c)-2(b)(2)(i), but using the threshold of 50% ownership wherever 80% appears. The price at which shares of Common Stock may be purchased upon the exercise of a Nonqualified Stock Option shall be such amount as shall be determined by the Committee, but not less than 100% of the Fair Market Value of the Common Stock on the date of grant.

(ii)Incentive Option.An Incentive Option may be granted only to Employees of the Company or a “subsidiary corporation” of the Company, as such term is defined in Code Section 424(f). The price at which shares of Common Stock may be purchased upon the exercise of any Incentive Option shall be not less than 100% of the Fair Market Value of the Common Stock on the date of grant and such Incentive Option must not be exercisable after the expiration of ten years from the date such Option is granted, except that with respect to Incentive Options granted to any Participant who at the time of such grant owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company, the exercise price shall be not less than 110% of the Fair Market Value of the Common Stock on the date of grant and such Incentive Option must not be exercisable after the expiration of five years from the date such Option is granted. To the extent the aggregate Fair Market Value (determined as of the dates the respective Incentive Options are granted) of Common Stock with respect to which Incentive Options are exercisable for the first time by an individual during any calendar year under all incentive stock option plans of the Company and its parent and subsidiary corporations exceeds $100,000, such excess Incentive Options shall be treated as options that do not constitute Incentive Options.

(b)Stock Appreciation Right.An Award may be in the form of an SAR. An SAR may be granted only to Employees of the Company or a corporation or other entity in a chain of corporations and/or other entities in which the Company, directly or indirectly, has a “controlling interest” within the meaning of Treasury Regulation Section 1.414(c)-2(b)(2)(i), but using the threshold of 50% ownership wherever 80% appears. The other terms, conditions and limitations applicable to any SARs awarded pursuant to this Plan, including the term of any SARs and the date or dates upon which they become exercisable, shall be determined by the Committee. The exercise price of an SAR shall be such amount as shall be determined by the Committee, but not less than 100% of the Fair Market Value of the Common Stock on the date of grant.

(c)Stock Award.An Award may be in the form of a Stock Award. Stock Awards may be payable in shares of Common Stock or Restricted Stock. The terms, conditions and limitations, including any Restriction Period, applicable to any Stock Awards granted pursuant to this Plan shall be determined by the Committee.

(d)Cash Award.An Award may be in the form of a Cash Award. The terms, conditions and limitations applicable to any Cash Awards granted pursuant to this Plan shall be determined by the Committee.

(e)Performance Award.Without limiting the type or number of Awards that may be made under the other provisions of this Plan, an Award may be in the form of a Performance Award. A Performance Award shall be paid, vested or otherwise deliverable solely on account of the attainment of one or more pre-established, objective Performance Goals established by the Committee.

9.Payment of Awards.

(a)General.Payment of Awards may be made in the form of cash or Common Stock, or a combination thereof, and may include such restrictions as the Committee shall determine, including, in the case of Common Stock, restrictions on transfer and forfeiture provisions. If payment of an Award is made in the form of Restricted Stock, the Award Agreement relating to such shares shall specify whether they are to be issued at the beginning or end of the Restriction Period. In the event that shares of Restricted Stock are to be issued at the beginning of the Restriction Period, the certificates evidencing such shares (to the extent that such shares are so evidenced) shall contain appropriate legends and restrictions that describe the terms and conditions of the restrictions applicable thereto. In the event that shares of Restricted Stock are to be issued at the end of the Restriction Period, the right to receive such shares shall be evidenced by book entry registration or in such other manner as the Committee may determine.

(b)Dividends and Interest.Rights to dividends or Dividend Equivalents may be extended to and made part of any Award consisting of shares of Common Stock or units denominated in shares of Common Stock, subject to such terms, conditions and restrictions as the Committee may establish. The Committee may also establish rules and procedures for the crediting of interest on deferred cash payments and Dividend Equivalents for Awards consisting of shares of Common Stock or units denominated in shares of Common Stock.

(c)Substitution of Awards.At the discretion of the Committee, a Participant may be offered an election to substitute an Award for another Award or Awards of the same or different type; provided, however, that such substitution shall be effective only to the extent that it will not cause an Award that is designed to satisfy Section 409A of the Code to fail to satisfy such section.

10. Stock Option Exercise.The price at which shares of Common Stock may be purchased under an Option shall be paid in full at the time of exercise in cash or, if elected by the optionee and to the extent permitted by the optionee’s Award Agreement, the optionee may purchase such shares by means of tendering Common Stock or surrendering another Award, including Restricted Stock, valued at Fair Market Value on the date of exercise, or any combination thereof. The Committee shall determine acceptable methods for Participants to tender Common Stock or other Awards. The Committee may provide for procedures to permit the exercise or purchase of such Awards by use of the proceeds to be received from the sale of Common Stock issuable pursuant to an Award. Unless otherwise provided in the applicable Award Agreement, in the event shares of Restricted Stock are tendered as consideration for the exercise of an Option, a number of the shares issued upon the exercise of the Option, equal to the number of shares of Restricted Stock used as consideration therefor, shall be subject to the same restrictions as the Restricted Stock so submitted as well as any additional restrictions that may be imposed by the Committee. In addition, the Committee, at its sole discretion, may provide for loans, on either a short-term or demand basis, from the Company to a Participant to permit the payment of the exercise price of an Option.

11. Tax Withholding.The Company shall have the right to deduct applicable taxes from any Award payment and withhold, at the time of delivery or vesting of cash or shares of Common Stock under this Plan, an appropriate amount of cash or number of shares of Common Stock or a combination thereof for payment of taxes required by law or to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for withholding of such taxes, including, withholding from other amounts payable to or with respect to the Participant by the Company. The Committee may also permit withholding to be satisfied by the transfer to the Company of shares of Common Stock theretofore owned by the holder of the Award with respect to which withholding is required. If shares of Common Stock are used to satisfy tax withholding, such shares shall be valued based on the Fair Market Value when the tax withholding is required to be made. The Committee may provide for loans, on either a short-term or demand basis, from the Company to a Participant to permit the payment of taxes required by law.

12. Amendment, Modification, Suspension or Termination.The Board may amend, modify, suspend or terminate this Plan for the purpose of meeting or addressing any changes in legal requirements or for any other purpose permitted by law, except that no amendment or alteration that would adversely affect the rights of any Participant under any Award previously granted to such Participant shall be made without the consent of such Participant.

13.Transferability.

(a) Except as provided in subsection (c) below, an Option shall be exercisable only by the Participant during the Participant’s lifetime, or by the person to whom the Participant’s rights shall pass by will or the laws of descent and distribution.

(b) Except as provided in subsection (c) below, no Award and no right under any such Award may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company.

(c) Except as otherwise provided in the Award Agreement and subject to the consent of the Committee, a Nonqualified Stock Option may be transferred by a Participant without consideration to immediate family members or related family trusts, limited partnerships or similar entities on such terms and conditions as the Committee may from time to time establish.

14.Adjustments.

(a) The existence of outstanding Awards shall not affect in any manner the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the capital stock of the Company or its business or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stock (whether or not such issue is prior to, on a parity with or junior to the Common Stock) or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding of any kind, whether or not of a character similar to that of the acts or proceedings enumerated above.

(b) In the event of any subdivision or consolidation of outstanding shares of Common Stock, declaration of a dividend payable in shares of Common Stock or other stock split, then (i) the number of shares of Common Stock reserved under this Plan, (ii) the number of shares of Common Stock covered by outstanding Awards in the form of Common Stock or units denominated in Common Stock, (iii) the exercise or other price in respect of such Awards and (iv) the appropriate Fair Market Value and other price determinations for such Awards shall each be proportionately and equitably adjusted by the Board to reflect such transaction. In the event of any other recapitalization or capital reorganization of the Company, any consolidation or merger of the Company with another corporation or entity, the adoption by the Company of any plan of exchange affecting the Common Stock or any distribution to holders of Common Stock of securities or property (other than normal cash dividends or dividends payable in Common Stock), the Board shall make appropriate and equitable adjustments to (i) the number of shares of Common Stock covered by Awards in the form of Common Stock or units denominated in Common Stock, (ii) the exercise or other price in respect of such Awards and (iii) the appropriate Fair Market Value and other price determinations for such Awards, to give effect to such transaction; provided that such adjustments shall only be such as are necessary to maintain the proportionate interest of the holders of the Awards and preserve, without exceeding, the value of such Awards. In the event of a corporate merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation, the Board shall be authorized to issue or assume Awards by means of substitution of new Awards, as appropriate, for previously issued Awards or to assume previously issued Awards as part of such adjustment. Notwithstanding the foregoing, outstanding Incentive Options shall be adjusted only in accordance with Sections 422 and 424 of the Code and the regulations thereunder, and outstanding Nonqualified Stock Options and SARs shall be adjusted only in accordance with Section 409A of the Code and the regulations thereunder.

15. Restrictions.No Common Stock or other form of payment shall be issued with respect to any Award unless the Company shall be satisfied based on the advice of its counsel that such issuance will be in compliance with applicable federal and state securities laws. Certificates evidencing shares of Common Stock delivered under this Plan (to the extent that such shares are so evidenced) may be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any securities exchange or transaction reporting system upon which the Common Stock is then listed or to which it is admitted for quotation and any applicable federal or state securities law. The Committee may cause a legend or legends to be placed upon such certificates (if any) to make appropriate reference to such restrictions.

16. Unfunded Plan.Insofar as it provides for Awards of cash, Common Stock or rights thereto, this Plan shall be unfunded. Although bookkeeping accounts may be established with respect to Participants who are entitled to cash, Common Stock or rights thereto under this Plan, any such accounts shall be used merely as a bookkeeping convenience. The Company shall not be required to segregate any assets that may at any time be represented by cash, Common Stock or rights thereto, nor shall this Plan be construed as providing for such segregation, nor shall the Company, the Board, the Committee or any officer or other employee of the Company be deemed to be a trustee of any cash, Common Stock or rights thereto to be granted under this Plan. Any liability or obligation of the Company to any Participant with respect to an Award of cash, Common Stock or rights thereto under this Plan shall be based solely upon any contractual obligations that may be created by this Plan and any Award Agreement, and no such liability or obligation of the Company shall be deemed to be secured by any pledge or other encumbrance on any property of the Company. None of the Company, the Board, the Committee or any other officer or other employee of the Company shall be required to give any security or bond for the performance of any obligation that may be created by this Plan.

17. Governing Law.This Plan and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by mandatory provisions of the Code or the securities laws of the United States, shall be governed by and construed in accordance with the laws of the State of Delaware.

18. Effectiveness.This Plan shall be effective as of February 26, 1997, (the “Effective Date”), the date on which it was approved by the Board of Directors of the Company. Notwithstanding the foregoing, the ability of the Company to issue any Incentive Options under this Plan is expressly conditioned upon the approval of the Plan by the holders of a majority of shares of Common Stock before the first anniversary of the Effective Date. If the Stockholders of the Company should fail to so approve this Plan prior to such date, the Company’s ability to issue Incentive Options under this Plan shall terminate and cease to be of any further force or effect and any and all grants of Incentive Options hereunder shall be null and void.

19. Code Section 409A.Notwithstanding any other provision of the Plan to the contrary, any Award subject to Code Section 409A is intended to satisfy the application of Code Section 409A to the Award and the terms of the Award shall be interpreted in a manner consistent with such intent.

20. Adoption by Subsidiaries.With the consent of the Committee, any Subsidiary that is not considered a single employer with the Company under Code Section 414(b) or Code Section 414(c) may adopt the Plan for the benefit of its Employees by written instrument delivered to the Committee before the grant to such Subsidiary’s Employees under the Plan of any Award subject to Code Section 409A.

ANNUAL MEETING OF STOCKHOLDERS OF

BRIGHAM EXPLORATION COMPANY

May 28, 2009

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:
The Notice of meeting, proxy statement, proxy card
are available at https://www.proxydocs.com/BEXP

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.¯


n	20730303000000000000 3	052809

THE BOARD OF DIRECTORS RECOMMENDS A VOTE
“FOR” THE ELECTION OF ALL NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS AND “FOR” PROPOSALS 2, 3 AND 4.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HEREx

1. ELECTION OF DIRECTORS:


		NOMINEES:
o	FOR ALL NOMINEES	o o	Ben M. Brigham David T. Brigham
o	WITHHOLD AUTHORITY FOR ALL NOMINEES	o o o	Harold D. Carter Stephen C. Hurley Stephen P. Reynolds
o	FOR ALL EXCEPT (See instructions below)	o o	Hobart A. Smith Scott W. Tinker







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.		o

FOR

AGAINST

ABSTAIN

Approval of the appointment of KPMG LLP as the Company’s Auditors for the fiscal year ending December 31, 2009.

Approval of the proposal to amend the 1997 Incentive Plan to increase the number of shares of common stock available under the plan.

Approval and ratification of the grant of certain non-plan stock options to non-employee directors.

The transaction of such other Business as may properly come before the meeting or any adjournments or postponements of the meeting.

Whether or not you plan to attend the meeting in person, you are urged to complete, date, sign and promptly mail this proxy in the enclosed return envelope so that your shares may be represented at the meeting.

The undersigned hereby revokes any proxy or proxies heretofore given to represent or vote such common stock and hereby ratifies and confirms all actions that the proxies named herein, their substitutes, or any of them, may lawfully take in accordance with the terms hereof.

Signature of Stockholder

Date:

Signature of Stockholder

Date:


n		Note:		Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should 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.	n

BRIGHAM EXPLORATION COMPANY

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS

May 28, 2009

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Ben M. Brigham and Eric E. Sigsbey, or any of them, each with full power of substitution, to represent the undersigned at the Annual Meeting of Stockholders of Brigham Exploration Company to be held at 9:00 a.m. C.D.T. on May 28, 2009 at the Company’s offices at 6300 Bridge Point Parkway, Building Two, Suite 500, Austin, Texas, 78730 and at any adjournments or postponements thereof, and to vote the number of shares the undersigned would be entitled to vote if personally present at the meeting.

The Board of Directors recommends that you vote
FOR the election of all nominees for election to the Board of Directors
and FOR Proposals 2, 3 and 4.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF BRIGHAM EXPLORATION COMPANY. THIS PROXY WILL BE VOTED AS DIRECTED. IN THE ABSENCE OF DIRECTION, THIS PROXY WILL BE VOTED FOR THE NOMINEES FOR ELECTION AND FOR PROPOSALS 2, 3 AND 4. In their discretion, the proxy holders are authorized to vote upon such other business as may properly come before the meeting or any adjournment or postponements thereof to the extent authorized by Rule 14a-4(c) promulgated by the Securities and Exchange Commission and by applicable state laws.

(Continued, and to be marked, dated and signed, on the other side.)



n		14475 n

Brigham Exploration (BEXP) Inactive DEF 14ADefinitive proxy