RESTRICTED STOCK AGREEMENT
LAREDO PETROLEUM HOLDINGS, INC.
2011 OMNIBUS EQUITY INCENTIVE PLAN

THIS AGREEMENT ("Agreement") is made as of the 16^th day of May, 2012, by and between Laredo Petroleum Holdings, Inc. (the "Company") and (the "Grantee").

WHEREAS, the Grantee is currently a a member of the Company's Board of Directors; and

WHEREAS, as part of the annual compensation provided to members of the Company's Board of Directors, the Company desires to afford Grantee the opportunity to acquire, or enlarge, Grantee's stock ownership in the Company such that the Grantee may benefit from increases in the value of the Company's stock, thereby aligning the Grantee's interests with those of the Company's stockholders generally.

NOW, THEREFORE, in consideration of the covenants and agreements herein contained, the parties hereto agree as follows:

1. Grant of Restricted Stock. Subject to the restrictions, terms and conditions set forth herein and in the Company's 2011 Omnibus Equity Incentive Plan (the "Plan"), the Company hereby grants to the Grantee ( ) shares of the Company's common stock, par value per share $0.01 (the "Restricted Stock"). The provisions of the Plan are incorporated herein by reference, and all capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan. In the event of any inconsistency between the provisions of the Plan and this Agreement, the provisions of this Agreement shall govern and control.

3. Issuance of Restricted Stock. Restricted Stock may be issued, at the Company's option, as follows: (i) certificates evidencing the Restricted Stock may be issued by the Company and, if so, shall be registered in the Grantee's name on the stock transfer books of the Company promptly after the date hereof, but shall remain in the physical custody of the Company or its designee at all times prior to the vesting of such Restricted Stock pursuant to Section 2(b); or (ii) may be registered in book entry form on the stock transfer books of the Company without issuance of physical certificates.

4. Rights as a Stockholder. The Grantee shall be the record owner of the shares of Restricted Stock until or unless such Restricted Stock is forfeited pursuant to Section 2 hereof, and as record owner shall generally be entitled to all rights of a stockholder with respect to the Restricted Stock (other than the right to transfer or dispose of such shares), including the right to vote and receive dividends (cash or otherwise); provided, however, that the Company will retain custody of all dividends and distributions, if any ("Retained Distributions"), made or declared on the Restricted Stock (and such Retained Distributions shall be subject to forfeiture and the same restrictions, terms, vesting and other conditions as are applicable to the Restricted Stock) until such time, if ever, as the Restricted Stock with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in a separate account. As soon as practicable following the Vesting Date, the restricted designation on the book entry form on the stock transfer books of the Company will be removed, and any applicable Retained Distributions, shall be delivered to the Grantee or to the Grantee's legal guardian or representative.

5. Legend on Certificates. The certificates representing the vested Restricted Stock delivered in the name of the Grantee as contemplated by Section 4 above shall be subject to such stop transfer orders and other restrictions as the Company may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which such shares are listed, and any applicable federal or state laws, and the Company may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions as the Company deems appropriate.

6. No Right to Continued Service as a Board Member. This Agreement does not confer upon the Grantee any right to continuance as a member of the Board of Directors of the Company.

7. Delivery of Laredo Petroleum Holdings, Inc. Prospectus dated December 30, 2011. Grantee acknowledges that Grantee has been provided a copy of the Company's prospectus related to the Plan.

8. Terms of Issuance. Grantee acknowledges that the Restricted Stock is being issued pursuant to and is subject at all times to the provisions of the Plan.

9. Transferability. The Restricted Stock may not, at any time prior to becoming vested pursuant to Section 2(b), be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Grantee and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable.

10. Notice. Every notice or other communication relating to this Agreement shall be in writing, and shall be mailed to or delivered to the party for whom it is intended at such address as may from time to time be designated in a notice mailed or delivered to the other party as provided herein; provided that, unless and until some other address be so designated, all notices or communications by

the Grantee to the Company shall be mailed or delivered to the Company at its Tulsa, Oklahoma, office and all notices or communications by the Company to the Grantee may be given to the Grantee personally or mailed to the Grantee's home address as reflected on the books of the Company.

11. Administration. This Agreement and the issuance of shares contemplated hereunder shall be administered by the Board or a committee of one or more members of the Board appointed by the Board to administer this Agreement and such issuance (the "Administrator"). Subject to applicable law, the Administrator shall have the sole and plenary authority to: (i) interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in this Agreement; (ii) establish, amend, suspend, or waive any rules and regulations and appoint such agents as the Administrator shall deem appropriate for the proper administration of this Agreement; (iii) accelerate the lapse of restrictions on shares; and (iv) make any other determination and take any other action that the Administrator deems necessary or desirable for the administration of this Agreement. The Administrator may delegate to one or more officers of the Company the authority to act on behalf of the Administrator with respect to any matter, right, obligation, or election that is the responsibility of or that is allocated to the Administrator herein, and that may be so delegated as a matter of law.

12. Governing Law. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES OF SUCH STATE. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

14. Withholding. In the event that the Company determines that tax withholding is required with respect to the Grantee, the Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock and to take such other action as the Administrator deems necessary to satisfy all obligations for the payment of such withholding and taxes. The Administrator may permit the Grantee to satisfy the withholding liability: (a) in cash, (b) by having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of the Restricted Stock a number of shares with a Fair Market Value equal to the minimum withholding obligation, (c) by delivering shares of Common Stock owned by the Grantee unless such delivery would result in adverse accounting consequences for the Company, or (d) by a combination of any such methods. For purposes hereof, shares Common Stock shall be valued at Fair Market Value.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

Grantee's spouse, if any, is fully aware of, understands and fully consents and agrees to the provisions of this Agreement and their binding effect upon any marital or community property interests he or she may now or hereafter own, and agrees that the termination of his or her and Grantee's marital relationship for any reason shall not have the effect of removing any restricted shares subject to this Agreement from coverage hereunder and that his or her awareness, understanding, consent and agreement are evidenced by his or her signature below.

In general, Section 83 of the Internal Revenue Code of 1986, as amended (the "Code"), provides that a Grantee of shares subject to any forfeiture restrictions will recognize income equal to the excess of the fair market value of the shares on the date any forfeiture restrictions applicable to such shares lapse over the amount paid for such shares. For this purpose, the term "forfeiture restrictions" includes the restrictions placed upon the Restricted Stock pursuant to Section 2 of the Restricted Stock Agreement to which this explanation is attached as Exhibit A.

The Grantee, however, may elect under Section 83(b) of the Code to be taxed at the time the Restricted Stock is acquired, rather than on each date the Restricted Stock ceases to be subject to forfeiture restrictions. The election must be filed with the Internal Revenue Service within thirty (30) days after the date of grant (the date of grant being May 16, 2012).

If you prefer to file the election, you should mail one copy of the signed Section 83(b) Election to the Internal Revenue Service (see attached chart for appropriate Internal Revenue Service Center), by certified mail (return receipt requested), using the attached letter to the Internal Revenue Service, which you must date and sign (also fill in your social security number). You should also retain a copy of the election and attach it to your tax return for the applicable tax year.

If you file the election, you must also file a copy with the Company. You can do this by notifying by email, and provide her a scanned copy of your signed election by email, for our internal records.

Failure to make this filing within the applicable thirty day period will result in the recognition of ordinary income by the Grantee as the forfeiture restrictions lapse.

By making the election, the Grantee is electing to treat the value of the grant as ordinary income in the year of grant, based on the grant date value, even though the value of the stock may be less at the time the restrictions lapse, or a substantial risk of forfeiture exists, and in either of such events, the Grantee will not be entitled to a refund of any income taxes paid in the year of grant.

THE DISCUSSION ABOVE IS INTENDED ONLY AS A SUMMARY AND DOES NOT PURPORT TO BE A COMPLETE DISCUSSION OF ALL POTENTIAL TAX EFFECTS RELEVANT TO GRANTEES UNDER THE PLAN. SUCH DISCUSSION IS BASED UPON CURRENT LAW AND INTERPRETATIONAL AUTHORITIES WHICH ARE SUBJECT TO CHANGE AT ANY TIME.

IT IS STRONGLY URGED THAT GRANTEES CONSULT WITH THEIR OWN TAX ADVISORS CONCERNING THE TAX CONSEQUENCES OF MAKING A SECTION 83(b) TAX ELECTION WITH RESPECT TO THEIR PERSONAL TAX CIRCUMSTANCES.

ELECTION TO INCLUDE VALUE OF RESTRICTED PROPERTY IN
GROSS INCOME IN YEAR OF TRANSFER UNDER CODE §83(b)

The undersigned hereby elects pursuant to §83(b) of the Internal Revenue Code with respect to the property described below and supplies the following information in accordance with the regulations promulgated thereunder:

1. The name, address and taxpayer identification number of the undersigned are:

The undersigned has received shares of Common Stock, par value $0.01 per share, of Laredo Petroleum Holdings, Inc. (the "Company").

5. The nature of the restriction(s) to which the property is subject is: The property is subject to vesting requirements based upon the taxpayer's continuation to serve as a member of the Board of Directors of Laredo Petroleum Holdings, Inc. (or another affiliate of the Company) and other restrictions as set forth in the Restricted Stock Agreement between the Company and the undersigned.

6. Fair market value: The aggregate fair market value at time of transfer (determined without regard to any restrictions other than restrictions which by their terms will never lapse) of the property with respect to which this election is being made is $ .

7. Amount paid for property: The amount paid by taxpayer for the property is $0.

8. Furnishing statement to employer: A copy of this statement has been furnished to the Company.

Department of the Treasury
Internal Revenue Service Center
[Insert Service Center Address]

Pursuant to U.S. Treasury Regulation Section 1.83-2(c) promulgated under Section 83 of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), enclosed please find an election under Section 83(b) of the Code.



	THEN use this address if you:
IF you live in...	Are not enclosing a check or money order...	Are enclosing a check or money order...

Florida* or Georgia*	Department of the Treasury Internal Revenue Service Atlanta, GA 39901-0002	Internal Revenue Service P.O. Box 105017 Atlanta, GA 30348-5017

Alabama, Kentucky, Louisiana, Mississippi, Tennessee, Texas	Department of the Treasury Internal Revenue Service Austin, TX 73301-0002	Internal Revenue Service P.O. Box 1214 Charlotte, NC 28201-1214

Alaska, Arizona, California, Colorado, Hawaii, Idaho, Nevada, New Mexico, Oregon, Utah, Washington, Wyoming	Department of the Treasury Internal Revenue Service Fresno, CA 93888-0002	Internal Revenue Service P.O. Box 7704 San Francisco, CA 94120-7704

Arkansas, Illinois, Indiana, Iowa, Kansas, Michigan, Minnesota, Montana, Nebraska, North Dakota, Oklahoma, South Dakota, Wisconsin	Department of the Treasury Internal Revenue Service Fresno, CA 93888-0002	Internal Revenue Service P.O. Box 802501 Cincinnati, OH 45280-2501

Delaware, District of Columbia, Maryland, Missouri, Ohio, Rhode Island, Virginia, West Virginia	Department of the Treasury Internal Revenue Service Kansas City, MO 64999-0002	Internal Revenue Service P.O. Box 970011 St. Louis, MO 63197-0011

Connecticut, Maine, Massachusetts, New Hampshire, New Jersey, New York, North Carolina, Pennsylvania, South Carolina, Vermont	Department of the Treasury Internal Revenue Service Kansas City, MO 64999-0002	Internal Revenue Service P.O. Box 37008 Hartford, CT 06176-0008

A foreign country, U.S. possession or territory***, or use an APO or FPO address, or file Form 2555, 2555-EZ, or 4563, or are a dual-status alien	Department of the Treasury Internal Revenue Service Austin, TX 73301-0215 USA	Internal Revenue Service P.O. Box 1303 Charlotte, NC 28201-1303 USA

*: If you live in Florida or Georgia, are not enclosing a check or money order, and are filing after June 30, 2011, use: Department of the Treasury, Internal Revenue Service, Kansas City, MO 64999-0002.
**: If you live in North Carolina or South Carolina, are enclosing a check or money order, and are filing after June 30, 2011, use: Internal Revenue Service, P.O. Box 105017, Atlanta, GA 30348-5017.
***: If you live in American Samoa, Puerto Rico, Guam, the U.S. Virgin Islands, or the Northern Mariana Islands, see Pub. 570.

YOU ARE ADVISED TO CONSULT WITH YOUR PERSONAL TAX ADVISOR BEFORE MAKING AN ELECTION UNDER SECTION 83(b) OF THE CODE. IN ADDITION, PLEASE NOTE THAT IRS SERVICE CENTER ADDRESSES ARE SUBJECT TO CHANGE FOR THE 2012 TAX YEAR.


		COMPANY:
		LAREDO PETROLEUM HOLDINGS, INC.
		By:
				Name: Randy A. Foutch
				Title: Chairman & CEO
		GRANTEE:
		[insert typed name]


		Spouse's Name:


Name:
Address:
SS#:


		Taxpayer's Signature


		Sincerely,
		[Name]