UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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QUICKSILVER RESOURCES INC.

(Name of Registrant as Specified In Its Charter)

 

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QUICKSILVER RESOURCES INC.
777 West Rosedale Street
Fort Worth, Texas 76104

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

When is the annual meeting?		•     9:00 a.m. Central Daylight Time, May 21, 2008.
Where is the annual meeting held?		•     Fort Worth Petroleum Club
		777 Main Street, No. 3900
		Fort Worth, Texas 76102
What are the items of business?		•     Elect three directors, Thomas F. Darden, W. Byron Dunn and Mark J. Warner.
		•     Approve Quicksilver’s Amended and Restated Certificate of Incorporation, effecting an increase in Quicksilver authorized common stock from 200,000,000 shares to 400,000,000 shares and Series A Junior Participating Preferred Stock from 200,000 shares to 400,000 shares.
		•     Transact such other business as may properly come before the meeting, and any adjournment or postponement thereof.
Who can vote?		•     You can vote if you were a stockholder of record on March 31, 2008. Your shares can be voted at the meeting only if you are present or represented by a valid proxy. Whether or not you plan to attend the annual meeting, Quicksilver encourages you to vote by proxy at your earliest convenience.
How can I vote?		•     Your vote is important. Please vote in one of the following ways:
		-    By proxy – submit your instructions over the internet or by telephone or complete, sign, date and promptly return the enclosed proxy card (or if you are a participant in the Quicksilver 401(k) Plan, the enclosed voting instruction card) in the pre-addressed, postage-paid envelope.
		-    In person – submit a ballot at the annual meeting on May 21, 2008.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on May 21, 2008: The proxy statement and Quicksilver’s annual report to security holders are also available for your review at www.qrinc.com/investor_relations/financial_highlights.html.

John C. Cirone
Senior Vice President, General Counsel and Secretary

April 18, 2008

Table of Contents

		Page
GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING			1
CORPORATE GOVERNANCE MATTERS			4
The Board of Directors			4
Family Relationship Among Directors			5
Independent Directors			5
Presiding Non-Management Director and Executive Sessions			5
Corporate Governance Principles, Processes and Code of Business Conduct and Ethics			5
Committees of the Board			6
Director Compensation for 2007			9
Communication with the Board			11
Board, Committee and Annual Meetings			11
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL HOLDERS			12
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE			15
EQUITY COMPENSATION PLAN INFORMATION			16
EXECUTIVE COMPENSATION			17
Compensation Discussion and Analysis			17
Summary Compensation Table			27
Grants of Plan-Based Awards in 2007			29
Outstanding Equity Awards at Fiscal Year-End in 2007			31
Option Exercises and Stock Vested in 2007			33
Potential Payments upon Termination or in Connection with a Change in Control			34
Compensation Committee Report			38
Compensation Committee Interlocks and Insider Participation			38
AUDIT COMMITTEE REPORT			39
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS			40
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			41
Related-Party Transaction Policy			41
Related-Party Transactions			41
PROPOSAL 1. ELECTION OF DIRECTORS			43
PROPOSAL 2. APPROVAL OF QUICKSILVER’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES			43
OTHER MATTERS			45
STOCKHOLDER PROPOSALS			45
CATEGORICAL INDEPENDENCE STANDARDS FOR DIRECTORS			A-1
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF QUICKSILVER RESOURCES INC.			B-1

QUICKSILVER RESOURCES INC.
777 West Rosedale Street
Fort Worth, Texas 76104
PROXY STATEMENT

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

What is the purpose of this proxy statement?

     The purpose of this proxy statement is to provide information regarding matters to be voted on at the annual meeting of stockholders of Quicksilver Resources Inc. to be held on May 21, 2008. Additionally, it contains certain information that the Securities and Exchange Commission and the New York Stock Exchange require Quicksilver to provide annually to its stockholders. This proxy statement is also the document used by Quicksilver’s Board of Directors to solicit proxies to be used at the annual meeting. Quicksilver pays the costs of soliciting proxies. Proxies are solicited to give all stockholders of record an opportunity to vote on the matters to be presented at the annual meeting, even if they cannot attend the meeting.

When is the proxy statement being mailed?

     This proxy statement is first being mailed to Quicksilver’s stockholders on or about April 18, 2008.

Who is entitled to vote on the matters discussed in this proxy statement?

     You are entitled to vote if you were a stockholder of record of Quicksilver common stock as of the close of business on March 31, 2008. Your shares can be voted at the meeting only if you are present or represented by a valid proxy. If your shares are held in street name, 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 annual meeting.

How many votes do I have?

     Each share of Quicksilver common stock that you held on March 31, 2008 entitles you to one vote at the annual meeting. At the close of business on March 31, 2008, there were a total of 158,238,365 shares of Quicksilver common stock outstanding that are entitled to vote at the annual meeting.

How can I vote?

     You can vote in person by completing a ballot at the annual meeting, or you can vote prior to the meeting by proxy. Whether or not you plan to attend the annual meeting, Quicksilver encourages you to vote by proxy at your earliest convenience. You may vote by proxy over the internet, by telephone or by mail as discussed below.

How do I vote by proxy?

     If you choose to vote your shares by proxy, you have the following options:

	•		Over the internet – you can vote over the internet at the Web address shown on your proxy card. Internet voting is available 24 hours a day, seven days a week. If you vote over the internet, you should not return your proxy card.
	•		By telephone – you can vote by telephone by calling the toll-free number on your proxy card. Telephone voting is available 24 hours a day, seven days a week. Easy-to-follow voice prompts allow you to vote your shares and confirm that your instructions have been properly recorded. If you vote by telephone, you should not return your proxy card.
	•		By mail – you can vote by mail by completing, signing, dating and mailing your proxy card to the Secretary of Quicksilver in the pre-addressed, postage-paid envelope provided. If you sign your proxy card but do not specify how you want your shares to be voted, your shares will be voted as recommended by the Board. If you mail the proxy card, but fail to sign it, your vote cannot be counted.

How can I vote my shares held in the Quicksilver 401(k) Plan?

     If you participate in the Quicksilver 401(k) Plan, you will receive a voting instruction card that lists shares credited to your 401(k) Plan account as of the closing of business on March 31, 2008. To cast your vote with respect to these shares, you must instruct The Charles Schwab Trust Company, the trustee for the 401(k) Plan, as to how to vote your shares held in the 401(k) Plan through one of the following options:

	•		Over the internet – you can instruct the trustee how to vote over the internet at the Web address shown on your voting instruction card. Internet voting instructions may be submitted 24 hours a day, seven days a week. If you instruct the trustee how to vote over the internet, you should not return your voting instruction card.
	•		By telephone – you can instruct the trustee how to vote by telephone by calling the toll-free number on your voting instruction card. Telephone voting instructions may be submitted 24 hours a day, seven days a week. Easy-to-follow voice prompts allow you to instruct the trustee how to vote your shares and confirm that your instructions have been properly recorded. If you instruct the trustee how to vote by telephone, you should not return your voting instruction card.
	•		By mail – you can instruct the trustee how to vote by mail by completing, signing, dating and mailing your voting instruction card to the trustee in the pre-addressed, postage-paid envelope provided.

     To allow the trustee sufficient time to vote shares held in the 401(k) Plan, you must submit your voting instructions by 11:59 p.m. Eastern Daylight Time on May 13, 2008. If you do not instruct the trustee how to vote your shares held in the 401(k) Plan, those shares will be voted in the same proportion as the shares held in the 401(k) Plan for which voting instructions are received.

Can I change my mind after I vote?

     If you vote by proxy, you can revoke that proxy at any time before it is voted at the annual meeting. You can do this by:

	•		giving written notice to the Secretary of Quicksilver at 777 West Rosedale Street, Fort Worth, Texas 76104;
	•		voting again over the internet or by telephone;
	•		signing another proxy card with a later date and returning it prior to the annual meeting; or
	•		attending the annual meeting in person and casting a ballot.

What constitutes a quorum for the annual meeting?

     A majority of Quicksilver common stock entitled to vote must be present, either in person or by proxy, in order to constitute a quorum necessary to conduct the annual meeting. Abstentions and broker non-votes will be counted for purposes of determining whether a quorum is present at the meeting. Broker non-votes are shares held by a broker or nominee that are represented at the meeting, but with respect to which the beneficial owner of the shares has not instructed the broker or nominee on how to vote the shares on a particular matter and with respect to which the broker or nominee does not have discretionary authority to vote on such matter.

How many votes are required to elect the director nominees?

     Directors are elected by a plurality of the votes present in person or by proxy entitled to vote, which means that the three nominees who receive the highest number of valid votes will be elected as directors. Abstentions and broker non-votes will not have any effect on the outcome of the election of directors.

How many votes are required to approve Quicksilver’s Amended and Restated Certificate of Incorporation?

     The affirmative vote of a majority of the shares outstanding as of March 31, 2008, is needed to approve Quicksilver’s Amended and Restated Certificate of Incorporation effecting an increase in the authorized common

stock of Quicksilver from 200,000,000 shares to 400,000,000 shares and Series A Junior Participating Preferred Stock from 200,000 to 400,000 shares. Abstentions and broker non-votes will have the effect of votes against approval of Quicksilver’s Amended and Restated Certificate of Incorporation.

Where else are proxy materials available?

     The proxy statement and Quicksilver’s annual report to security holders are also available for your review at www.qrinc.com/investor_relations/financial_highlights.html.

Where can I find directions to the annual meeting location?

     Directions to the Fort Worth Petroleum Club are available at www.fwpetroleumclub.com/directions.htm.

CORPORATE GOVERNANCE MATTERS

The Board of Directors

     At the date of this proxy statement, the Board consists of eight members, five of whom are non-employee directors. Quicksilver’s Certificate of Incorporation provides that the Board will have not less than three nor more than nine members as fixed from time-to-time by vote of a majority of the entire Board. A majority of the entire Board has fixed the number of directors at eight.

     The Board is currently divided into three classes with three-year terms. The terms are staggered so that the term of one class expires at each annual meeting of Quicksilver’s stockholders. Three director nominees, Messrs. Thomas Darden, Dunn and Warner, have been nominated for election at the annual meeting to serve for a three-year term expiring at the annual meeting of Quicksilver’s stockholders in 2011. Messrs. Thomas Darden and Warner are standing for re-election to the Board by the stockholders of Quicksilver. Mr. Dunn was elected to the Board by the Board after having been recommended for election by the Nominating and Corporate Governance Committee. Messrs. Glenn Darden and Thomas Darden recommended Mr. Dunn to the Nominating and Corporate Governance Committee for consideration.

     The age, principal occupation and certain other information for each director nominee and other directors serving unexpired terms are set forth below:

     Nominees for election at this meeting to a term expiring in 2011:

	•		Thomas F. Darden, age 54, has served on the Board since December 1997 and became Chairman of the Board in March 1999. He was elected as a director of Quicksilver Gas Services GP LLC, Quicksilver’s subsidiary and the general partner of Quicksilver Gas Services LP (“KGS”), in July 2007. Prior to joining Quicksilver, Mr. Darden was employed by Mercury Exploration Company for 22 years in various executive level positions.
	•		W. Byron Dunn, age 54, has served on the Board since October 2007. Mr. Dunn has been a Principal of Tubular Synergy Group L.P., a wholesale marketer of steel tubular products, since February 2008. Prior to that, Mr. Dunn served with Lone Star Steel Company, a subsidiary of Lone Star Technologies, Inc., for 32 years, including as President and Chief Executive Officer from August 1997 until retiring in June 2007.
	•		Mark J. Warner, age 44, has served on the Board since March 1999. Mr. Warner has served as Director of Natural Resource Investments of The University of Texas Investment Management Company since November 2007. Mr. Warner served as the Director of Corporate Development of PointOne, a telecommunications company, from April 2004 to November 2007. Mr. Warner served as Senior Vice President of Growth Capital Partners, L.P., an investment banking firm, from 2000 to 2004 and as Director of Domestic Finance of Enron Corporation, an energy company, from 1995 to 2000. Mr. Warner previously served as a director for Hornbeck Offshore Services, a marine transport provider, from 1998 to 2001.

     Directors whose terms expire in 2009:

	•		Glenn Darden, age 52, has served on the Board since December 1997 and became our Chief Executive Officer in December 1999. He served as Quicksilver’s Vice President until he was elected President and Chief Operating Officer in March 1999. He was elected as a director of Quicksilver Gas Services GP LLC in March 2007. Prior to working for Quicksilver, he served with Mercury Exploration Company for 18 years, the last five as Executive Vice President. Prior to working for Mercury, Mr. Darden worked as a geologist for Mitchell Energy Company LP (subsequently merged with Devon Energy).
	•		James A. Hughes, age 45, has served on the Board since March 2005. He also served on the Board from July 2001 to March 2004. Mr. Hughes has served as Chief Executive Officer of Ashmore Energy International, an international energy infrastructure company, since November 2007. Mr. Hughes served as Chief Operating Officer of Ashmore Energy International from May 2007 to November

2007. He served as an executive of Priest River Ltd., a privately-held company that focused on micro-cap investments in North American distressed manufacturing assets, from March 2004 through March 2007. He served as President and Chief Operating Officer of Prisma Energy International, an international energy infrastructure company, from the date of its creation in 2002, until March 2004.

•

W. Yandell Rogers, III, age 45, has served on the Board since March 1999. Mr. Rogers has served as Chief Executive Officer of Priest River Ltd. and Lewiston Atlas Ltd., each a privately owned holding company, since 2002. He served as Chief Executive Officer of Ridgway’s, Inc., a provider of reprographics to the engineering and construction industries, from 1997 to 2002.

     Directors whose terms expire in 2010:

	•		Anne Darden Self, age 50, has served on the Board since September 1999 and became Quicksilver’s Vice President — Human Resources in July 2000. Ms. Self has also served as President of Mercury Exploration Company since 2000. She served as Vice President - Human Resources of Mercury Exploration from 1992 to 2000.
	•		Steven M. Morris, age 56, has served on the Board since March 1999. Mr. Morris is a Certified Public Accountant and has served as President of Morris & Company, a private investment firm, since 1992.

Family Relationship Among Directors

     Thomas F. Darden, Glenn Darden and Anne Darden Self are siblings.

Independent Directors

     An important component of a strong company is an independent Board that is accountable to Quicksilver and its stockholders. Quicksilver’s Board has been comprised of a majority of independent directors since 1999. The categorical independence standards for directors adopted by the Board are attached to this proxy statement as Appendix A.

     Pursuant to Quicksilver’s Corporate Governance Guidelines, the Board undertook its annual review of director independence in February 2008. As a result of this review, the Board determined that each of Messrs. Dunn, Hughes, Morris, Rogers and Warner satisfies Quicksilver’s categorical independence standards and further determined that each of them is independent of Quicksilver and its management within the meaning of the NYSE’s listing standards. In determining that Mr. Dunn is independent, the Board considered Quicksilver’s employment of Mr. Dunn’s son as a landman. Given that Mr. Dunn’s son is not an executive officer of Quicksilver and that Mr. Dunn meets NYSE’s listing standards with respect to independence, as well as those of the SEC and NYSE with respect to service on the Audit Committee, the Board determined that the employment by Quicksilver of Mr. Dunn’s son would not interfere with Mr. Dunn’s independence of Quicksilver and its management.

Presiding Non-Management Director and Executive Sessions

     Quicksilver’s non-management directors meet in executive session without management either before or after all regularly scheduled Board meetings. In November 2007, the Board elected W. Yandell Rogers, III as Presiding Non-Management Director, in accordance with the NYSE rules. In his capacity as Presiding Non-Management Director, Mr. Rogers’s primary responsibility is to preside over regularly scheduled executive sessions of Quicksilver’s non-management directors.

Corporate Governance Principles, Processes and Code of Business Conduct and Ethics

     You may find the full texts of Quicksilver’s Corporate Governance Guidelines and the Code of Business Conduct and Ethics, as well as the charters for each of the Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee, in the Corporate Governance section of Quicksilver’s website (www.qrinc.com/corporate_governance/), and you may submit a written request to obtain a copy of any of these documents free of charge by writing to Quicksilver’s Investor Relations Department at Quicksilver’s principal executive offices, located at 777 West Rosedale Street, Fort Worth, Texas 76104. Quicksilver intends to post any

amendments to or waivers of its Code of Business Conduct and Ethics with respect to its directors or executive officers in the Corporate Governance section of its website.

Committees of the Board

     The Board has standing Audit, Nominating and Corporate Governance, and Compensation Committees, each of which is composed solely of independent directors. Messrs. Dunn, Hughes, Morris, Rogers and Warner serve on each of these Committees.

     Audit Committee. The purposes of the Audit Committee, which was established in accordance with applicable requirements of the Securities Exchange Act of 1934, are to:

	•		oversee management’s conduct of Quicksilver’s financial reporting process and systems of internal accounting and financial controls to assist in the Board’s oversight of: (i) the integrity of Quicksilver’s financial statements; (ii) Quicksilver’s compliance with legal and regulatory requirements; (iii) the independent registered public accounting firm’s qualification and independence; and (iv) the performance of Quicksilver’s internal audit function and independent registered public accounting firm;
	•		select, determine the compensation of, and monitor the independence and performance of Quicksilver’s independent registered public accounting firm;
	•		select, determine the compensation of, and monitor the performance of Quicksilver’s Director of Internal Audit;
	•		provide an avenue of communication among the independent registered public accounting firm, management and the Board; and
	•		prepare the report that the SEC rules require be included in Quicksilver’s annual proxy statement.

     The Audit Committee met 11 times during fiscal 2007. The Board has determined that (i) each of Messrs. Dunn, Hughes, Morris, Rogers and Warner meets the additional audit committee independence criteria specified in SEC rules and the NYSE’s listing standards; (ii) each of Messrs. Dunn, Hughes, Morris, Rogers and Warner has a basic understanding of finance and accounting and is able to read and understand fundamental financial statements; (iii) each of Messrs. Dunn, Hughes, Morris, Rogers and Warner has accounting or related financial management expertise; and (iv) Mr. Morris, the Chair of the Audit Committee, is an “audit committee financial expert” within the meaning of Item 407(d)(5) of Regulation S-K.

     Nominating and Corporate Governance Committee. The purposes of the Nominating and Corporate Governance Committee, also referred to as the NCG Committee, are to:

	•		identify individuals qualified to become members of the Board, consistent with criteria approved by the Board;
	•		recommend director nominees for each annual meeting of Quicksilver’s stockholders;
	•		develop and recommend to the Board a set of corporate governance guidelines applicable to Quicksilver; and
	•		oversee the evaluation of the Board and management.

     The NCG Committee met six times during fiscal 2007. The NCG Committee recommended to the Board that Messrs. Thomas Darden, Dunn and Warner be nominated to serve as directors for a term ending on the date of the 2011 annual meeting.

     The NCG Committee has implemented a board education program designed to familiarize members of the Board with their responsibilities.

     Criteria and Procedures for Selection of Director Nominees. In considering candidates for nomination at annual meetings of stockholders, the NCG Committee will first determine the incumbent directors whose terms expire at the upcoming meeting and who wish to continue their service on the Board. As to each such incumbent director, the NCG Committee considers the director’s qualifications for Board membership using the criteria set forth below, the performance of the director during his or her current term, whether any special, countervailing considerations exist against re-nominating the director and such other factors as it deems appropriate. If the NCG Committee determines that an incumbent director consenting to re-nomination continues to be qualified and has satisfactorily performed his or her duties as a director during the preceding term, and there exist no reasons, including considerations relating to the composition and functional needs of the Board as a whole, why the incumbent should not be re-nominated, the NCG Committee will, absent special circumstances, propose the incumbent director for re-election. In the event of the resignation, retirement, removal, death or disability of an incumbent director or a decision of the directors to expand the size of the Board or not to re-nominate an incumbent director, the NCG Committee will identify and evaluate potential candidates for recommendation to the Board for nomination. The NCG Committee will solicit recommendations for candidates for nomination from the NCG Committee members, the Board, management and other persons that the NCG Committee believes are likely to be familiar with qualified candidates. The Committee may also determine to engage a professional search firm to assist in identifying qualified candidates; where such a search firm is engaged, the Committee shall determine such firm’s scope of engagement and compensation. As to each candidate that the Committee believes merits consideration, the Committee will cause to be assembled information concerning the background and qualifications of the candidate, including information concerning the candidate required to be disclosed in the Company’s proxy statement or other filings with the SEC and any relationship between the candidate and the person or persons recommending the candidate.

     In considering nominees for election as directors, the NCG Committee takes into consideration the following criteria:

	•		personal and professional qualities, characteristics, attributes, accomplishments and reputation in the business community;
	•		current knowledge and contacts in the communities in which Quicksilver does business and in its industry or other industries relevant to its business;
	•		ability and willingness to commit adequate time to Board and committee matters, including service on boards of other publicly-traded companies;
	•		skills and personality and how they fit with those of other directors and potential directors in building a Board that is effective, collegial and responsive to the needs of Quicksilver; and
	•		diversity of viewpoints, background, experience and other demographics versus those of other directors and potential directors.

     The NCG Committee also considers such other relevant factors as it deems appropriate, including the current composition of the Board, the balance of management directors and independent directors, the need for Audit Committee expertise and its evaluations of other candidates.

     Stockholder Recommendations for Nomination of Directors. The NCG Committee will consider nominees for directors recommended by stockholders of Quicksilver and will evaluate such nominees using the same criteria used to evaluate director candidates otherwise identified by the NCG Committee. Stockholders wishing to make such recommendations should write to the Nominating and Corporate Governance Committee c/o John C. Cirone, Secretary, Quicksilver Resources Inc., 777 West Rosedale Street, Fort Worth, Texas 76104.

     Stockholder Nomination of Directors. Any stockholder entitled to vote in the election of directors at an annual meeting of stockholders may nominate persons for election as directors of Quicksilver at such meeting. Any stockholder who intends to make a nomination at the annual meeting of stockholders must deliver notice addressed to John C. Cirone, Secretary, Quicksilver Resources Inc., 777 West Rosedale Street, Fort Worth, Texas 76104. Such notice should be delivered for receipt not more than 90 days and not less than 60 days prior to the first anniversary of the preceding year’s annual meeting of stockholders; provided that in the event that the date of the meeting of stockholders is more than 30 days before or after such anniversary date, stockholder recommendations for nominees

should be delivered for receipt not later than the close of business on the 15th day following the earlier of the day the notice was mailed or public disclosure of the meeting was made. Persons making submissions should include (i) as to each nominee whom the stockholder proposes to nominate for election as a director, (a) the name, age, business address and residence address of the nominee, (b) the principal occupation or employment of the nominee, (c) the class and number of shares of capital stock of Quicksilver which are beneficially owned by the nominee, and (d) any other information concerning the nominee that would be required, under the rules of the SEC, in a proxy statement soliciting proxies for the election of such nominee; and (ii) as to the stockholder giving the notice, (a) the name and record address of the stockholder and of each beneficial owner on behalf of which the stockholder is acting, (b) the class and number of shares of capital stock of Quicksilver which are beneficially owned by the stockholder and by any such beneficial owner, (c) a representation that the stockholder is a holder of record of capital stock of Quicksilver entitled to vote at such annual meeting and intends to appear in person or by proxy at the annual meeting to nominate the nominee for election as a director, (d) a description of all arrangements or understandings between or among any of such stockholder, the beneficial owner on whose behalf the notice is given, each nominee, and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by such stockholder, and (e) whether the proponent intends or is part of a group which intends to solicit proxies from other stockholders in support of the nomination. Such notice must also include a signed consent of each such nominee to serve as a director, if elected.

     Compensation of Non-Management Directors. The NCG Committee is also responsible for conducting an annual review of the compensation of the non-management directors and, when it deems appropriate, recommending changes in such compensation to the Board. Longnecker & Associates (“Longnecker”), an independent compensation consulting firm directly engaged by the Compensation Committee, has assisted the NCG Committee in making recommendations regarding the compensation of the non-management directors by providing the NCG Committee with a market survey of non-management director compensation of comparably sized publicly-traded oil and gas companies and an analysis of the types and amounts of non-management director compensation shown in this survey. Based on the information provided by Longnecker, the NCG Committee made its recommendations to the Board, generally targeting the 50th percentile of industry comparable non-management director compensation. Based on the recommendations of the NCG Committee, the Board approves the amount of compensation that the non-management directors receive for service on the Board and its committees.

     Compensation Committee. The purpose of the Compensation Committee is to assist the Board in discharging its responsibilities relating to compensation of Quicksilver’s executives. The Committee has the authority to engage compensation consultants to assist in the evaluation of compensation matters, and sole authority to retain and terminate any such consultants, including sole authority to approve the consultant’s fees and other retention terms.

     The Compensation Committee is responsible for:

	•		reviewing and approving corporate goals and objectives relevant to the compensation of the Chief Executive Officer, evaluating the Chief Executive Officer’s performance in light of those goals and objectives, and determining and approving the Chief Executive Officer’s compensation level based on this evaluation;
	•		reviewing and approving non-CEO executive officer compensation;
	•		making recommendations to the Board with respect to incentive compensation plans and equity-based plans that are subject to Board approval;
	•		granting awards under the Quicksilver Resources Inc. Amended and Restated 2006 Equity Plan, other than awards to non-employee directors under such plan;
	•		establishing, in the Committee’s discretion, any equity-based award pool (other than an option pool) to be allocated among Quicksilver’s non-executive officer employees by another committee of the Board;
	•		establishing, in the Committee’s discretion, salary increase, bonus, other non-equity-based award and option pools to be allocated among Quicksilver’s non-executive officer employees by another committee of the Board or one or more members of management;

	•		reviewing and discussing with management the Compensation Discussion and Analysis disclosure required to be included in Quicksilver’s annual proxy statement or annual report on Form 10-K filed with the SEC and, based on this review and discussion, determining whether to recommend to the Board that the Compensation Discussion and Analysis disclosure be included in Quicksilver’s annual proxy statement or annual report on Form 10-K; and
	•		publishing an annual Compensation Committee Report required by the SEC to be included in Quicksilver’s annual proxy statement or annual report on Form 10-K filed with the SEC.

     Additional information regarding the Compensation Committee’s processes and procedures for consideration of executive compensation is set forth under “Executive Compensation — Compensation Discussion and Analysis.”

     Quicksilver’s Amended and Restated 2006 Equity Plan permits the Compensation Committee to delegate its authority to grant awards, except for certain awards to executive officers and directors, to one or more executive officers of Quicksilver. Pursuant to this authority, the Compensation Committee has delegated to the Equity Awards Committee, which consists of Glenn Darden, the authority to make certain awards to individuals other than executive officers and directors of Quicksilver. Glenn Darden is a director and the Chief Executive Officer of Quicksilver.

     The Compensation Committee met nine times during fiscal 2007.

Director Compensation for 2007

     Directors who are also employees of Quicksilver are not separately compensated for their services as directors. For 2007, each non-employee director, except Mr. Dunn, received for services as a director (i) $106,000 cash, (ii) $99,010 (based on the closing sale price of Quicksilver common stock on the date of grant) of Quicksilver restricted stock in accordance with the terms of Quicksilver’s Amended and Restated 2006 Equity Plan, and (iii) $74,760 (based on the closing sale price of KGS common units on the date of grant) of KGS phantom units. Mr. Dunn, who joined the Board on September 7, 2007, received $26,500 cash (his pro rata portion of the 2007 annual cash fee) and $49,512 (based on the closing sale price of Quicksilver common stock on the date of grant) of Quicksilver restricted stock in accordance with the terms of Quicksilver’s Amended and Restated 2006 Equity Plan.

     The following table sets forth certain information regarding the compensation of Quicksilver’s non-employee directors. All share amounts reflected in the footnotes to the following table have been adjusted for a two-for-one stock split effected in the form of a stock dividend in January 2008.

		Fees Earned or				Stock				Option
		Paid in Cash				Awards				Awards				Total
Name (1)		($)(2)				($)(3)				($)(4)				($)
W. Byron Dunn			26,500				4,126	(5)			—				30,626
James A. Hughes			106,000				79,207	(6)			—	(7)			185,207
Steven M. Morris			106,000				79,207	(8)			—	(9)			185,207
W. Yandell Rogers, III			106,000				79,207	(10)			—	(11)			185,207
Mark J. Warner			106,000				79,207	(12)			—	(13)			185,207

Communication with the Board

     Any stockholder or other interested party who wishes to communicate directly with the Board or any of its members may do so by writing to: Board of Directors (or one or more named individuals), Quicksilver Resources Inc., 777 West Rosedale Street, Fort Worth, Texas 76104. Additionally, a stockholder or other interested party can contact the non-employee directors at (800) 826-6762.

Board, Committee and Annual Meetings

     The Board held nine meetings during 2007. Each director attended at least 75% of the total number of meetings of the Board and committees held during the periods that he or she served. All persons serving on the Board at the time of such meetings attended the 2007 annual meeting of Quicksilver’s stockholders and each regularly scheduled quarterly meeting of the Board in 2007.

     Under Quicksilver’s Corporate Governance Guidelines, each director is expected to dedicate adequate time, energy and attention to ensure the diligent performance of his or her duties, which includes attending meetings of the Board and committees of which he or she is a member. In addition, Board members are expected to expend reasonable efforts to attend annual meetings of Quicksilver’s stockholders.

SECURITY OWNERSHIP OF MANAGEMENT
AND CERTAIN BENEFICIAL HOLDERS

Quicksilver Resources Inc.

     The following table sets forth certain information regarding the beneficial ownership of Quicksilver common stock as of February 12, 2008, by:

	•		each director of Quicksilver;
	•		each named executive officer of Quicksilver;
	•		all directors and executive officers of Quicksilver as a group; and
	•		each person known to Quicksilver to beneficially own more than 5% of Quicksilver common stock.

     Unless otherwise indicated by footnote, the beneficial owner exercises sole voting and investment power over the shares. The percentage of beneficial ownership is calculated on the basis of 158,189,515 shares of Quicksilver common stock outstanding as of February 12, 2008.

		Number				Percent of
Beneficial Owner		of Shares				Outstanding Shares
Directors and Executive Officers
Glenn Darden (1)(2)(3)(4)(5)			48,608,394				30.7	%
Thomas F. Darden (1)(2)(3)(4)(5)			48,641,736				30.7	%
Anne Darden Self (1)(2)(3)(4)(5)			47,762,999				30.2	%
W. Byron Dunn (5)(6)			9,798				*
James A. Hughes (3)(4)(5)			19,080				*
Steven M. Morris (3)(4)(5)			991,842				*
W. Yandell Rogers, III (3)(5)			137,780				*
Mark J. Warner (3)(5)			59,880				*
John C. Cirone (3)(5)			109,126				*
Jeff Cook (3)(5)			563,000				*
Philip W. Cook (2)(4)(5)(6)			71,639				*
William S. Buckler (2)(3)(5)			80,898				*
Directors and executive officers as a group (13 persons)(1)(2)(3)(4)(5)(6)			55,964,817				35.3	%
Holders of More Than 5% Not Named Above
Pennsylvania Management, LLC (7)			45,566,912				28.8	%
Quicksilver Energy L.P. (7)			45,566,912				28.8	%
FMR LLC (8)			22,298,142				14.1	%

Quicksilver Gas Services LP

     The following table sets forth certain information regarding the beneficial ownership of common units of KGS, a subsidiary of Quicksilver, as of February 12, 2008, by:

	•		each director of Quicksilver;
	•		each named executive officer of Quicksilver; and
	•		all directors and executive officers of Quicksilver as a group.

     Unless otherwise indicated by footnote, the beneficial owner exercises sole voting and investment power over the units. The percentage of beneficial ownership is calculated on the basis of 12,269,714 common units outstanding as of February 12, 2008.

						Percent of
		Number of				Outstanding
Beneficial Owner		Common Units				Common Units
Glenn Darden (1)			80,800				*
Thomas F. Darden (1)			80,800				*
Anne Darden Self (1)			80,800				*
W. Byron Dunn			—				—
James A. Hughes			—				—
Steven M. Morris			19,000				*
W. Yandell Rogers, III			—				—
Mark J. Warner			—				—
John C. Cirone			900				*
Jeff Cook			—				—
Philip W. Cook (2)			1,000				*
William S. Buckler			—				—
Directors and executive officers as a group (13 persons)			111,100				*

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934 requires Quicksilver’s executive officers and directors, and persons who own more than 10% of a registered class of its equity securities, to file reports of ownership and changes in ownership with the SEC. Executive officers, directors and greater than 10% stockholders are required by SEC rules to furnish Quicksilver with copies of all Section 16(a) forms they file.

     Based solely on a review of the copies of such forms furnished to Quicksilver with respect to fiscal 2007 and written representations from Quicksilver’s directors and executive officers, Quicksilver believes that during fiscal 2007 all its executive officers and directors and all owners of more than 10% of Quicksilver common stock were in compliance with all applicable Section 16(a) filing requirements.

EQUITY COMPENSATION PLAN INFORMATION

     The following table sets forth information as of December 31, 2007, with respect to shares of common stock that may be issued under Quicksilver’s existing equity compensation plans. All information concerning number of Quicksilver shares and share price has been adjusted for a two-for-one stock split effected in the form of a stock dividend in January 2008.

										Number of shares of common
										stock remaining available for
		Number of shares of				Weighted-average				future issuance under equity
		common stock to be issued upon				exercise price of				compensation plans (excluding
		exercise of outstanding options,				outstanding options,				shares of common stock
Plan Category		warrants and rights				warrants and rights				reflected in column (a))
		(a)				(b)				(c)
Equity compensation plans approved by stockholders (1)			1,314,660	(2)		$	6.50	(3)			12,961,028	(4)
Equity compensation plans not approved by stockholders (5)			48,504			$	4.02				—
Total			1,363,164			$	6.38	(6)			12,961,028

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Objectives

     Quicksilver’s philosophy with respect to compensation of executive officers is to improve company performance by creating a direct relationship between compensation and company performance and by providing competitive compensation in order to attract, retain and motivate high-quality executive officers. To accomplish the objectives of this philosophy, the Compensation Committee believes that compensation should:

	•		take into account both personal performance and Quicksilver’s performance;
	•		be structured to advance both the short- and long-term interests of Quicksilver and its stockholders; and
	•		tie a significant portion of the named executive officers’ compensation to the value of Quicksilver stock to encourage them to think and act like owners and enhance their commitment to Quicksilver’s success.

Compensation Strategies

     To achieve these objectives, the Compensation Committee employs the following general compensation strategies with respect to compensation of the named executive officers:

	•		target base salary and cash bonus at the 50th percentile for a peer group of 14 companies in the oil and natural gas exploration and production industry and, accordingly, target total cash compensation at the 50th percentile for the peer group;
	•		target long-term incentive compensation, in the form of equity-based awards, between the 50th to 75th percentile for the peer group; and
	•		target total compensation between the 50th to 75th percentile for the peer group.

     To assist the Compensation Committee generally, and specifically in establishing the types and amounts of compensation to achieve the objectives listed above, the Compensation Committee retained Longnecker & Associates (“Longnecker”), an independent compensation consulting firm.

Overview of 2007 Compensation

     General

     Each element of Quicksilver’s compensation program is intended to advance Quicksilver’s objectives of attracting, retaining and motivating talented executives, and to enhance Quicksilver’s competitive position in the market for executive-level personnel. Quicksilver’s compensation program for the named executive officers in 2007 consisted of base salary, annual cash and equity bonuses, discretionary cash bonuses, long-term incentive equity awards, retirement benefits and limited perquisites. In addition, Quicksilver provides change-in-control protections for each of the named executive officers.

     The charts below reflect the average percentage of total target compensation represented by each element of the compensation package for (1) the Chief Executive Officer and the Chairman of the Board and (2) the other named executive officers. For purposes of computing these percentages, target (rather than actual) payments of both the cash and equity components of the 2007 Executive Bonus Plan were used.

Chief Executive Officer and Chairman of the Board		Other Named Executive Officers

The Compensation Committee believes that this mix of compensation elements provides sufficient fixed cash compensation to attract and retain qualified executives, places a sufficient amount of potential cash compensation at risk to motivate the executives to achieve annual company goals, and provides the executives with sufficient equity incentives to motivate them to achieve long-term company goals. In addition, because the equity component vests over time, it encourages executives to continue their employment relationship with Quicksilver.

     Base Salaries

     In evaluating the 2007 base salaries of the named executive officers, the Compensation Committee considered Quicksilver’s performance and each executive’s skills and experience, the Compensation Committee’s evaluation of the performance of the Chief Executive Officer and, with respect to the other named executive officers, the Chief Executive Officer’s evaluation of the performance of the named executive officer. The Compensation Committee also reviewed, for each named executive officer, each element of annual compensation and the total annual compensation provided by all elements of compensation for each of the last two years, as well as wealth and retirement benefits accumulation resulting from Quicksilver programs. In addition, the Compensation Committee considered benchmark data from seven compensation surveys and compensation norms for persons in comparable positions at companies in Quicksilver’s 2007 peer group, with a view to targeting the 50th percentile for comparable positions. Quicksilver’s peer group for 2007 consisted of the following small to midsize publicly-traded companies engaged in oil and natural gas production and exploration: Pogo Producing Company, Cimarex Energy Co., Forest Oil Corp., Plains Exploration & Production Company, St. Mary Land & Exploration Company, Cabot Oil and Gas Corporation, The Houston Exploration Company, Denbury Resources Inc., Range Resources Corporation, Encore Acquisition Company and Petrohawk Energy Corporation. Factors considered in selecting the 2007 peer group included type of business, market capitalization, number of employees, and amount of revenues and assets. Longnecker provided the Compensation Committee with a detailed report based on the compensation of executives serving companies in the 2007 peer group and published compensation survey data.

     The survey information that the Compensation Committee considered with respect to the named executive officers varied. For the Chief Executive Officer and the Chairman of the Board, the Compensation Committee considered survey information for the chief executive officer, chairman of the board not serving as the chief executive officer and/or highest ranking executive officer for (1) groups of oil and gas, energy, or utility and energy companies having annual revenues in various ranges from $100 million to $700 million, (2) companies with annual

revenues of less than $500 million, and (3) non-manufacturing companies without regard to annual revenues. For the Executive Vice President – Operations, the Compensation Committee considered survey information for the chief operating officer, highest ranking exploration and production employee and/or an executive vice president for (1) groups of oil and gas or energy companies having annual revenues in various ranges from $100 million to $700 million and (2) non-manufacturing companies without regard to annual revenues. For the Chief Financial Officer, the Compensation Committee considered survey information for the chief financial officer and/or a senior vice president for groups of oil and gas or energy companies having annual revenues in various ranges from $100 million to $700 million. For the Senior Vice President, General Counsel and Secretary, the Compensation Committee considered survey information for the general counsel, highest ranking legal executive and/or a senior vice president for groups of oil and gas or energy companies having annual revenues in various ranges from $100 million to $700 million. For the Vice President – U.S. Operations, the Compensation Committee considered survey information for the highest ranking operations executive, a vice president or the sector head for groups of oil and gas or energy companies having annual revenues in various ranges from $100 million to $700 million.

     The Chief Executive Officer recommended to the Compensation Committee that the named executive officers receive a modest increase for 2007. Based on the Chief Executive Officer’s recommendation, and after consultation with Longnecker, in November 2006, the Compensation Committee increased Mr. Glenn Darden’s salary, and recommended to the Board increases in the other named executive officers’ salaries (which the Board subsequently approved), as follows:

		Salary Increase
Executive		($)
Glenn Darden			12,760
Thomas F. Darden			12,760
Jeff Cook			11,093
Philip W. Cook			10,133
John C. Cirone			9,773
William S. Buckler			9,733

     Bonuses

     Discretionary Cash Bonuses. In the first quarter of 2007, the Chief Executive Officer determined that the named executive officers’ total cash compensation was insufficient given competitive conditions in the labor market in the oil and gas exploration and production industry and his evaluation of the levels at which the named executive officers and Quicksilver were performing. After consultation with Longnecker, the Chief Executive Officer recommended discretionary cash bonuses in the amounts in the table set forth below be granted to the named executive officers. On March 19, 2007, after consultation with Longnecker, the Compensation Committee approved the discretionary cash bonuses in the recommended amounts. The Compensation Committee decided to award these bonuses because of the sustained competitive labor market resulting from increased oil and gas exploration and production activities and to incentivize and motivate the executive team.

		Amount of Bonus
Executive		($)
Glenn Darden			110,000
Thomas F. Darden			110,000
Jeff Cook			50,000
Philip W. Cook			70,000
John C. Cirone			50,000
William S. Buckler			50,000

     Annual Bonuses. Annual bonus targets are set to reflect a range of award levels that are intended to be competitive with awards offered by other peer companies to reward similarly situated executives. Because payouts under Quicksilver’s annual bonus plan each year are linked to the achievement of overall corporate goals for that year (with the relevant goals and objectives established and communicated near the beginning of each year), these bonuses are designed to incentivize the named executive officers to achieve Quicksilver’s near-term objectives.

     Quicksilver’s Chief Executive Officer, working with information supplied to him by Longnecker and the Chief Financial Officer, Vice President – Human Resources and General Counsel (who, along with the Chief Executive Officer, are collectively referred to in this discussion as “senior management”) formulated a proposed 2007 Executive Bonus Plan, which the Chief Executive Officer presented to the Compensation Committee for consideration in March 2007. The Chief Executive Officer’s proposal recommended annual cash bonuses providing target opportunities sufficient to bring the named executive officers’ total compensation to between the 50^th and 75^th percentiles of total compensation for similar positions among Quicksilver’s peers. In considering target levels for annual bonuses, the Compensation Committee considered the base salaries of, as well as the average equity grants to, the named executive officers, to be low in relation to that of Quicksilver’s peers and concluded that the annual bonuses should be established at a target level that would result in total compensation being targeted between the 50th and 75th percentiles of total compensation for the peer group. The Compensation Committee also explored with management the likelihood of the Company achieving the targeted performance measures.

     The Compensation Committee requested Longnecker’s conclusions regarding its review of the proposed 2007 Executive Bonus Plan, including the proposed change from “cliff” payouts in prior years for the achievement of levels of performance of 80%, 100% and 120% of budget to “graduated” payments for the achievement of levels of performance measured in 5% increments from 80% to 120% of budget. Longnecker indicated that most companies use graduated payouts. Longnecker also expressed its view that, although Quicksilver’s performance had been exceptional in recent years, the proposed target incentives for the named executive officers were at the high end of the range for similar executives. Longnecker suggested this concern be addressed by awarding a portion of the bonus in equity rather than cash. The Compensation Committee asked the Chief Executive Officer to consider this option and present the Compensation Committee with a revised proposal for the 2007 Executive Bonus Plan consistent with this recommendation.

     Senior management revised its proposal to distribute the annual bonus awards between cash and shares of restricted stock, with the aggregate target incentives being equal to those that it had originally proposed. On April 10, 2007, the Compensation Committee recommended to the Board, and the Board adopted, the 2007 Executive Bonus Plan.

     The Compensation Committee established target and maximum levels with respect to the cash bonus to be paid under the 2007 Executive Bonus Plan for the named executive officers as a percentage of each participant’s base salary for 2007, as follows:

		Cash Bonus
		Target								Maximum
		Percentage				Dollar				Percentage				Dollar
		of				Amount				of				Amount
Name		Base Pay				($)				Base Pay				($)
Glenn Darden			150	%			497,655				300	%			995,310
Thomas F. Darden			150	%			497,655				300	%			995,310
Jeff Cook			100	%			288,413				200	%			576,826
Philip W. Cook			85	%			223,935				170	%			447,870
John C. Cirone			70	%			177,865				140	%			355,730
William S. Buckler			70	%			177,137				140	%			354,274

     The Compensation Committee also established target and maximum levels with respect to the restricted stock bonus to be paid under the 2007 Executive Bonus Plan for the named executive officers, expressed as a percentage of each participant’s base salary for 2007, as follows:

		Restricted Stock Bonus
		Target								Maximum
		Percentage				Dollar				Percentage				Dollar
		of				Value				of				Value
Name		Base Pay				($)				Base Pay				($)
Glenn Darden			100	%			331,770				200	%			663,540
Thomas F. Darden			100	%			331,770				200	%			663,540
Jeff Cook			60	%			173,048				120	%			346,096
Philip W. Cook			55	%			144,899				110	%			289,798
John C. Cirone			30	%			76,228				60	%			152,456
William S. Buckler			30	%			75,916				60	%			151,832

The plan provided that the number of shares of restricted stock to be received as a bonus would be determined by dividing the applicable dollar amount of the bonus by the closing market price of Quicksilver’s common stock on the date of grant (i.e., the payment date).

     The Compensation Committee, based on the recommendations of senior management, established the performance measures, the relative weight to be assigned to each performance measure and the percentage of target bonus to be awarded for various performance levels with respect to each performance measure, as set forth in the 2007 Executive Bonus Plan. Bonus amounts under the program are based on actual performance relative to the established performance targets and weightings. The plan also provided for payment of 50% of the target payout if the level of achievement for a performance measure is less than 80% but more than 50% of budget and for incremental payouts if the level of performance achieved equals or exceeds 80% of budget but is less than 120% of budget, with a maximum payout for 120% of budget. The Compensation Committee has discretion to adjust downward a named executive officer’s potential award based on qualitative individual performance measures. In addition, if at least 50% of budget is not achieved for a performance measure, the Compensation Committee has the discretion to pay a named executive officer an amount not to exceed 25% of the individual’s target amount with respect to that performance measure. The Compensation Committee believes that paying such bonuses in appropriate circumstances could advance Quicksilver’s objectives of attracting, retaining and motivating talented executives.

     The 2007 Executive Bonus Plan also provides that the performance levels are to be calculated to exclude the effects of any extraordinary or nonrecurring events, changes in accounting principles, acquisitions or divestitures, and may be otherwise adjusted as permitted in the Amended and Restated 2006 Equity Plan that the performance targets may be modified in circumstances in which the Compensation Committee deems such modification appropriate and equitable. On November 1, 2007, Quicksilver completed its divestiture of all of its properties in Michigan, Indiana and Kentucky to BreitBurn Operating L.P., and in February 2008, the Compensation Committee adopted modified performance targets to take into account this transaction.

     Each performance measure (as defined in the 2007 Executive Bonus Plan), its assigned weight, the level at which its achievement would result in payment of the target and maximum amounts (as modified to take into account the effects of the divestiture to BreitBurn Operating L.P.), and the level at which it was actually achieved, all as determined by the Compensation Committee for the 2007 Executive Bonus Plan, are set forth in the table below.

										Percentage				Percentage of
										of Budget				Budget				Percentage of
Performance		Assigned								for Target				for Maximum				Budget
Measure		Weight				Budget				Payout				Payout				Achieved
Earnings per share			20	%			$ 1.09				100	%			120	%			128	%
Cash flow from operations			20	%			$ 264,874,000				100	%			120	%			120	%
Production			35	%		74,129 Mmcfe					100	%			120	%			105	%
Reserve growth			25	%			54%				100	%			120	%			120	%

     Based on Quicksilver’s achievements of performance levels with respect to the performance measures, as adjusted pursuant to the plan to exclude the effects of Quicksilver’s divestiture of assets to BreitBurn Operating L.P., each of the named executive officers received 174% of his target bonus payout. Accordingly, the named executive officers received the following annual bonuses:

						Restricted Stock Bonus
		Cash Bonus				Dollar Amount				Number of
Name		($)				($)				Shares
Glenn Darden			864,924				576,616				16,470
Thomas F. Darden			864,924				576,616				16,470
Jeff Cook			501,262				300,757				8,591
Philip W. Cook			389,199				251,835				7,193
John C. Cirone			309,130				132,484				3,784
William S. Buckler			307,864				131,942				3,769

The cash bonuses were paid on February 20, 2008 and are included in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table for 2007. The shares of restricted stock were granted under the Amended and Restated 2006 Equity Plan, have a grant date of February 20, 2008, and are subject to each grant vesting one-third on each of the first three anniversaries of the date of grant.

     Long-Term Equity Awards

     In November 2006, the Compensation Committee considered appropriate long-term incentive awards for 2007. Based on discussions with Longnecker and the Chief Executive Officer, the Compensation Committee determined that awards of restricted stock grants should be in amounts targeting the 75^th percentile for long-term equity, and that, when considered with other compensation, result in targeting between the 50^th and 75^th percentiles for total compensation, of similarly positioned executives in the 2007 peer group. In reviewing the Longnecker reports, the Compensation Committee noted that 2006 total compensation for the Chief Executive Officer and the Chairman of the Board were below the 50th percentile. Based on these factors and Quicksilver’s performance, and consistent with the Compensation Committee’s policy to grant long-term incentive awards near the beginning of each year, effective January 1, 2007, the Compensation Committee made grants of restricted stock to the named executive officers under the Amended and Restated 2006 Equity Plan as set forth under “Executive Compensation – Grants of Plan-Based Awards in 2007.” The shares subject to each grant vest one-third on each of the first three anniversaries of the date of grant. The Compensation Committee’s practice is to grant long-term incentive awards near the beginning of each year to align the performance periods for the awards with Quicksilver’s fiscal periods.

     In August 2007, in connection with the initial public offering of common units of our subsidiary, KGS, the board of directors of the general partner of KGS determined that it would be desirable to grant equity-based awards to the named executive officers in order to encourage them to think and act like owners of KGS, to provide them additional incentives to advance the interest of KGS and the unitholders of KGS, and to enhance their commitment to KGS’s success. Accordingly, the board of directors of the general partner of KGS awarded phantom units to the

named executive officers under KGS’s 2007 Equity Plan effective immediately after the completion of KGS’s initial public offering. The phantom unit awards vest one-third on each of the first three anniversaries of the grant date (or the named executive officer’s death or disability or a change in control) and are to be settled in cash as soon as practicable upon vesting. For the named executive officers other than Mr. Thomas Darden, who serves as the President and Chief Executive Officer of KGS’s general partner, the amounts of awards were determined by the board of directors of KGS’s general partner based on the recommendations of Mr. Thomas Darden and his evaluation of the performance of each such executive. In addition, the board of directors of KGS’s general partner considered the appropriateness of the amounts awarded relative to the desired effect of the awards in motivating the named executive officers to achieve the goals of KGS.

     Retirement Benefits

     In 2007, Quicksilver made contributions to Quicksilver’s 401(k) plan on behalf of each of the named executive officers. In addition, all outstanding equity awards granted to named executive officers generally vest immediately upon qualified retirement.

     Perquisites and Other Benefits

     Quicksilver does not view perquisites as a significant element of compensation and, accordingly, limits the use of perquisites. During 2007, the named executive officers were reimbursed for club memberships and dues. The named executive officers are also eligible to receive the health, dental, vision, life, accidental death and dismemberment, and long-term disability insurance generally available to all Quicksilver U.S. employees.

Overview of 2008 Compensation

     General

     In 2008, Quicksilver’s management determined that the company would benefit from additional expert input on compensation matters and employed Hewitt Associates LLC (“Hewitt”) to assist the company in establishing compensation levels, including those of the named executive officers. Longnecker continued to serve as the independent compensation consultant employed by the Compensation Committee. Accordingly, the Compensation Committee received input from senior management, Hewitt and Longnecker in arriving at the compensation packages for the named executive officers for 2008. Effective February 29, 2008, Mr. Buckler resigned from his position with Quicksilver and is not included in the discussion of 2008 compensation.

     Once again, the Compensation Committee considered peer-group information, with Quicksilver’s 2008 peer group consisting of the following small to midsize publicly-traded companies engaged in oil and natural gas production and exploration: Newfield Exploration Company, Forest Oil Corp., Cimarex Energy Co., Petrohawk Energy Corporation, Plains Exploration & Production Company, Range Resources Corporation, Southwestern Energy Company, Whiting Petroleum Corporation, Encore Acquisition Company, Denbury Resources Inc., St. Mary Land & Exploration Company, Comstock Resources, Inc. and Cabot Oil & Gas Corporation. Due to the acquisition of The Houston Exploration Company by Forest Oil Corp. and the merger of Pogo Producing Company into Plains Exploration & Production Company in 2007, Quicksilver reconsidered the composition of our peer group. After consultation among the Compensation Committee, senior management and the compensation consultants, Newfield Exploration Company, Southwestern Energy Resources and Comstock Resources, Inc. were added to the peer group for 2008. As in the past, the Compensation Committee also considered information from salary surveys, including information supplied from Hewitt and Longnecker.

     The Compensation Committee also determined it would be appropriate for a portion of the long-term equity-based awards to consist of stock options. Finally, as discussed in more detail below under “—Long-Term Equity Awards,” the initial public offering of common units of a subsidiary of Quicksilver resulted in changes in the equity-based compensation received by the named executive officers.

     Base Salaries

     In consultation with senior management, Hewitt and Longnecker, the Compensation Committee approved the following increases in the base salaries of the named executive officers in November 2007:

		Salary Increase				Salary Increase
Name		($)				(%)
Glenn Darden			108,230				25
Thomas F. Darden			108,230				25
Jeff Cook			76,587				21
Philip W. Cook			51,547				16
John C. Cirone			20,907				8

The base salary increases for the Chief Executive Officer and Chairman of the Board were higher relative to those of the other named executive officers because of salary compression concerns. The Compensation Committee believes these base salary increases more closely align Quicksilver’s internal pay equity with that of companies in its peer group.

     Bonuses

     Consistent with Quicksilver’s compensation strategies and in consultation with senior management and the compensation consultants, in the fourth quarter of 2007 the Compensation Committee approved the 2008 Executive Bonus Plan. The structure of the 2008 Executive Bonus Plan is similar to that of the 2007 Executive Bonus Plan. As a percentage of base pay, the target and maximum opportunities are the same as those provided to the named executive officers last year. However, the specified company performance measures were revised for the 2008 Executive Bonus Plan.

     The 2008 cash and restricted stock bonuses are based upon the following company performance measures (as defined in the 2008 Executive Bonus Plan), each with the assigned weight indicated:

Performance		Assigned
Measure		Weight
Cash flow from operations			15	%
Earnings per share			15	%
Finding and development costs			10	%
Production			30	%
Reserves			30	%

     Long-Term Incentive Awards

     For long-term incentive compensation in the form of equity-based awards, senior management and the Compensation Committee, in consultation with Hewitt and Longnecker, considered the mix of long-term incentive awards. For the prior two years, Quicksilver’s equity-based awards to the named executive officers consisted entirely of restricted stock grants. Based on the belief that stock options provide a greater performance incentive than restricted stock (because stock options will ultimately deliver value only to the extent the price of Quicksilver common stock at the time of the exercise exceeds the exercise price) and evidence of an increasing trend of companies to include grants of stock options as part of their long-term incentive compensation portfolio, the Chief Executive Officer recommended to the Compensation Committee that, in addition to restricted stock, a portion of the grant should be in the form of stock options. The Chief Executive Officer further recommended that 50% of the value of total Quicksilver equity-based award grant to each named executive officer should be in the form of restricted stock, with the remaining 50% in the form of stock options. The Compensation Committee, after consultation with the compensation consultants, concurred with these recommendations and the underlying rationales.

     The executive officers of Quicksilver are also the executive officers to the sole general partner of KGS. Pursuant to the Omnibus Agreement among Quicksilver, the general partner and KGS, KGS is allocated a portion of the costs associated with the compensation and benefits provided by Quicksilver to the named executive officers.

     In discussing the allocation to KGS of a portion of the cost of providing compensation and benefits to the named executive officers, Quicksilver’s Chief Executive Officer (who serves as the Chairman of the Board of the general partner) determined that, for 2008, it would be appropriate for KGS to bear a portion of these costs in two forms. First, KGS will be allocated a percentage of costs for the base salary and benefits provided by Quicksilver, generally based on the estimated percentage of time the named executive officers devote to KGS versus Quicksilver in 2008. The second component would be in the form of equity, as to which KGS would provide 25% of the total long-term incentive equity awards payable to each named executive officer, because KGS was not allocated any portion of the annual bonuses provided to the named executive officers by Quicksilver. The Chief Executive Officer also considered that grants of KGS equity awards would encourage the named executive officers to think and act like owners of KGS as well as Quicksilver.

     Based on the foregoing considerations, after consultation with Hewitt, the Chief Executive Officer proposed to the Compensation Committee that the long-term incentive compensation provided to the named executive officers in the form of equity-based awards consist of three components in the following percentages (based on grant date values) for 2008: options to purchase Quicksilver common stock (37.5%); restricted shares of Quicksilver common stock (37.5%); and awards of partnership phantom units payable in common units (25%). In the case of Mr. Jeff Cook, the Chief Executive Officer recommended that he receive an additional grant of restricted shares in recognition of his superior performance.

     The Compensation Committee, in consultation with Longnecker, determined this structure to be appropriate. The structure was presented to the board of directors of the general partner of KGS (which consists of four Quicksilver executives and three members independent of Quicksilver), which concurred that this structure is appropriate and approved the grant of phantom units to the named executive officers.

     Accordingly, in December 2007, the Compensation Committee approved the Quicksilver equity grants, and in November 2007, the board of directors of the general partner of KGS approved the KGS equity grants, all to be effective January 2, 2008, to the named executive officers as follows (with Quicksilver equity grants adjusted for a two-for-one stock split effected in the form of a stock dividend in January 2008):

		Number of Shares
		of Common Stock				Number of Shares				Number of KGS
Name		Underlying Options				of Restricted Stock				Phantom Units
Glenn Darden			72,340				36,474				29,813
Thomas F. Darden			72,340				36,474				29,813
Jeff Cook			36,496				18,402				15,041
Philip W. Cook			28,676				14,458				11,818
John C. Cirone			16,944				8,544				6,983

     The stock options and restricted shares have terms consistent with equity awards previously granted by Quicksilver. The KGS phantom units vest one-third on the first business day occurring on or after each of the first three anniversaries of the date of grant (or the named executive officer’s death or disability or a change-in-control) and are to be settled in common units of the partnership immediately upon vesting.

Change in Control Arrangements

     Quicksilver has adopted certain change in control plans and certain features in its incentive compensation plans that relate to a change in control of Quicksilver. These plans are intended to provide for continuity of management in the event of a change in control of Quicksilver.

     On August 24, 2004, the Board adopted the Executive Change in Control Retention Incentive Plan, in which each of the named executive officers participates. Severance benefits are provided if, within a specified period after a change in control occurs, there is an involuntary termination of the individual (including termination for specified “good reason” events). The Board adopted the “double trigger” provision because the Board determined that (1) an individual who retained his or her position after a change in control should not receive a severance benefit simply because a change in control occurred. The benefits provided upon involuntary termination under the plan include lump sum payments of three times the sum of the named executive officer’s base salary plus benchmark bonus and also include certain medical and group life insurance coverage. In addition, upon a change in

control, all of the named executive officer’s outstanding equity awards and the individual’s account balance under the 401(k) plan, to the extent permitted by law, immediately become non-forfeitable and exercisable, as applicable. If a named executive officer participating in the plan remains employed by Quicksilver for six months following a change in control, the named executive officer would be entitled to a retention bonus equal to one-half of the individual’s base salary, payable as a lump sum payment. The Board adopted this provision to encourage the named executive officers to remain with the acquired company for a sufficient period of time after a change in control to assist with a successful transition. In addition, the 2007 Executive Bonus Plan provides that if a change in control occurs during the plan year, each named executive officer will receive a lump sum cash payment equal to his maximum potential payout under the plan for the full plan year, and the agreements evidencing awards of Quicksilver’s options, restricted stock and restricted stock units and awards of KGS’s phantom units provide that those awards vest upon the occurrence of a change in control. The Compensation Committee believes that these change-in-control arrangements help to maintain the named executive officers’ objectivity in decision making, provide a retention incentive in circumstances where executive continuity may be particularly important and retention risks may be particularly acute, and otherwise align the interests of the named executive officers with those of Quicksilver’s stockholders.

Section 162(m)

     Section 162(m) of the Internal Revenue Code of 1986 places a limit of $1 million on the amount of compensation that may be deducted by Quicksilver in any one fiscal year with respect to the Chief Executive Officer and the other three most highly compensated individuals (other than the Chief Financial Officer) who are executive officers as of the end of the fiscal year. This deduction limitation, however, does not apply to certain “performance based” compensation. It is the Compensation Committee’s general policy to consider whether particular payments and awards are deductible for federal income tax purposes, along with such other factors as may be relevant in the circumstances, in establishing executive compensation programs.

Summary Compensation Table

     The following table sets forth certain information regarding the compensation of the Chief Executive Officer, the Chief Financial Officer and the three most highly-compensated executive officers other than the Chief Executive Officer and the Chief Financial Officer who served as an executive officer as of December 31, 2007, and one individual who would have been one of those three most highly-compensated executive officers but did not serve as an executive officer as of December 31, 2007. These six individuals are also referred to as the named executive officers.

																						Non-Equity
														Stock				Option				Incentive Plan				All Other
Name and						Salary				Bonus				Awards				Awards				Compensation				Compensation				Total
Principal Position		Year				($)				($)(1)				($)(2)				($)(3)				($)(4)				($)(5)				($)
Glenn Darden			2007				331,770				110,000				956,153				41,236				864,924				22,240	(6)			2,326,323
President and Chief Executive Officer			2006				309,020				—				361,809				89,347				189,146				28,970				978,292
Philip W. Cook			2007				263,453				70,000				415,706				—				389,199				18,450				1,156,808
Senior Vice President — Chief Financial Officer			2006				243,330				—				189,854				—				99,000				49,166				581,350
Thomas F. Darden			2007				331,770				110,000				956,153				41,236				864,924				17,623				2,321,706
Chairman of the Board			2006				309,020				—				361,809				89,347				189,146				28,221				977,543
Jeff Cook			2007				288,413				50,000				514,710				33,715				501,262				17,828	(6)			1,405,928
Executive Vice President — Operations			2006				267,330				—				255,766				71,585				130,680				27,688				753,049
John C. Cirone			2007				254,093				50,000				394,704				21,591				309,130				19,564				1,049,082
Senior Vice President, General Counsel and Secretary			2006				234,330				—				186,668				46,063				95,288				27,248				589,597
William S. Buckler (7)			2007				253,053				100,000				375,962				4,796				307,864				19,296				1,060,971
Vice President — U.S. Operations

Grants of Plan-Based Awards in 2007

     The following table sets forth certain information regarding grants of non-equity and equity awards under the 2007 Executive Bonus Plan, equity awards under the Amended and Restated 2006 Equity Plan and equity awards under KGS’s 2007 Equity Plan made to the named executive officers in fiscal 2007. The 2007 Executive Bonus Plan is described under “Compensation Discussion and Analysis—Overview of 2007 Compensation—Bonuses—Annual Bonuses.” The Amended and Restated 2006 Equity Plan generally allows the Compensation Committee of the Board to make Quicksilver equity grants to directors, executive officers and selected employees and consultants of Quicksilver, and KGS’s 2007 Equity Plan generally allows the board of directors of Quicksilver Gas Services GP LLC to make KGS equity grants to employees, consultants, officers and directors of Quicksilver Gas Services GP LLC and its affiliates, including Quicksilver. All information concerning number of Quicksilver shares and share price has been adjusted for a two-for-one stock split effected in the form of a stock dividend in January 2008.

																														All Other
																														Stock Awards:				Grant Date
						Estimated Possible Payouts Under												Estimated Possible Payouts Under												Number of				Fair Value of
						Non-Equity Incentive Plan Awards												Equity Incentive Plan Awards												Shares or Units				Stock and
		Grant				Threshold				Target				Maximum				Threshold				Target				Maximum				of Stock				Option Awards
Name		Date				($)				($)				($)				($)				($)				($)				(#)				($)(1)
Glenn Darden			1/1/07				—				—				—				—				—				—				84,000	(2)			1,537,200
			8/10/07																												10,000	(3)			213,600
			—	(4)			0				497,655				995,310				0				331,770				663,540				—				—
Philip W. Cook			1/1/07				—				—				—				—				—				—				32,000	(2)			585,600
			8/10/07																												5,000	(3)			106,800
			—	(4)			0				223,935				447,870				0				144,899				289,798				—				—
Thomas F. Darden			1/1/07				—				—				—				—				—								84,000	(2)			1,537,200
			8/10/07																												10,000	(3)			213,600
			—	(4)			0				497,655				995,310				0				331,770				663,540				—				—
Jeff Cook			1/1/07				—				—				—				—				—				—				34,000	(2)			622,200
			8/10/07																												5,000	(3)			106,800
			—	(4)			0				288,413				576,826				0				173,048				346,096				—				—
John C. Cirone			1/1/07				—				—				—				—				—				—				28,000	(2)			512,400
			8/10/07																												4,000	(3)			85,440
			—	(4)			0				177,865				355,730				0				76,228				152,456				—				—
William S. Buckler			1/1/07				—				—				—				—				—				—				28,000	(5)			512,400
			8/10/07																												3,000	(6)			64,080
			—	(4)			0				177,137				354,274				0				75,916				151,832				—				—

						Restricted Stock Bonus
						Dollar				Number
Name		Cash Bonus ($)				Amount ($)				of Shares (#)
Glenn Darden			864,924				576,616				16,470
Philip W. Cook			389,199				251,835				7,193
Thomas F. Darden			864,924				576,616				16,470
Jeff Cook			501,262				300,757				8,591
John C. Cirone			309,130				132,484				3,784
William S. Buckler			307,864				131,942				3,769

Outstanding Equity Awards at Fiscal Year-End in 2007

     The following table sets forth information regarding the December 31, 2007, holdings by the named executive officers of Quicksilver options, restricted stock and restricted stock units and KGS phantom unit awards. Each equity grant is shown separately for each named executive officer. All information concerning number of Quicksilver shares and share price has been adjusted for a two-for-one stock split effected in the form of a stock dividend in January 2008.

		Option Awards																Stock Awards
		Number of				Number of
		Securities				Securities
		Underlying				Underlying												Number of				Market Value of
		Unexercised				Unexercised				Option								Shares or Units				Shares or Units
		Options				Options				Exercise				Option				of Stock That				of Stock That
		(#)				(#)				Price				Expiration				Have Not Vested				Have Not Vested
Name		Exercisable				Unexercisable				($)				Date				(#)				($)(1)(2)
Glenn Darden			33,048				—				3.68				02/11/08
			54,000				36,000	(3)			5.505				01/07/10
			34,126				—				11.9167				12/21/09
																			6,092	(4)			181,511
																			14,666	(5)			436,973
																			22,000	(6)			655,490
																			84,000	(7)			2,502,780
																			10,000	(8)			250,200
Philip W. Cook																			6,666	(5)			198,613
																			18,000	(6)			536,310
																			32,000	(7)			953,440
																			5,000	(8)			125,100
Thomas F. Darden			18,000				36,000	(3)			5.505				01/07/10
			34,126				—				11.9167				01/21/09
																			6,092	(4)			181,511
																			14,666	(9)			436,973
																			22,000	(10)			655,490
																			84,000	(7)			2,502,780
																			10,000	(8)			250,200
Jeff Cook			—				32,808	(3)			5.505				01/07/10
			8,242				—				11.9167				12/21/09
																			4,375	(4)			130,353
																			7,332	(5)			218,457
																			20,000	(6)			595,900
																			34,000	(7)			1,013,030
																			5,000	(8)			125,100
John C. Cirone			2,448				—				3.68				02/11/08
			19,896				19,896	(3)			5.505				01/07/10
			16,882				—				11.9167				12/21/09
																			4,666	(9)			139,023
																			16,000	(10)			476,720
																			28,000	(7)			834,260
																			4,000	(8)			100,080
William S. Buckler			12,600				8,400	(11)			5.505				01/07/10		(11)		1,550	(12)			46,182
																			4,666	(13)			139,023
																			16,000	(10)			476,720
																			28,000	(14)			834,260
																			3,000	(15)			75,060

Option Exercises and Stock Vested in 2007

     The following table sets forth information regarding the aggregate options exercised by the named executive officers in 2007 and restricted stock or restricted stock units held by the named executive officers that became vested during 2007. All information concerning number of shares and share price has been adjusted for a two-for-one stock split effected in the form of a stock dividend in January 2008.

		Option Awards								Stock Awards
		Number of Shares				Value Realized on				Number of Shares				Value Realized
		Acquired on Exercise				Exercise				Acquired on Vesting				on Vesting
Name		(#)				($)				(#)				($)
Glenn Darden (1)			—				—				13,426				257,147
Philip W. Cook (2)			—				—				3,334				62,479
Thomas F. Darden (3)			—				—				13,426				257,147
Jeff Cook (4)			93,232				1,565,900				8,043				154,707
John C. Cirone (5)			—				—				8,232				167,423
William S. Buckler (6)			—				—				3,884				76,281

Potential Payments upon Termination or in Connection with a Change in Control

     Death, Disability and Retirement

     Under the terms of both the 2007 Executive Bonus Program and the 2008 Executive Bonus Plan, if a named executive officer dies or becomes disabled and unable to work during the plan year, the executive is entitled to receive from Quicksilver a pro-rated award based on the number of calendar days that the executive participated in the year prior to death or disability, and any award under the plan attributable to an equity award will be paid in a lump sum cash payment rather than shares of restricted stock.

     Under the agreements covering the outstanding shares of restricted stock and restricted stock units awarded to each of the named executive officers under the Amended and Restated 1999 Stock Option and Retention Stock Plan, the vesting of those shares is accelerated upon death, disability or retirement after attaining age 55 and completing five years of service with Quicksilver. Under the agreements covering options granted under the 1999 Stock Option and Retention Stock Plan, the vesting of those options is accelerated upon death, disability or retirement after attaining age 55 and completing five years of service with Quicksilver. Under the agreements covering the outstanding shares of restricted stock awarded to each of the named executive officers under the Amended and Restated 2006 Equity Plan, the vesting of those shares is accelerated upon death, disability or retirement after attaining age 62 and completing five years of service with Quicksilver. Under the agreements covering the outstanding phantom units awarded to each of the named executive officers under KGS’s 2007 Equity Plan, the vesting of those units is accelerated upon death or disability.

     Change in Control Payments

     Pursuant to the terms of both the 2007 Executive Bonus Plan and the 2008 Executive Bonus Plan, if a change of control occurs during the applicable plan year, each named executive officer is entitled to receive, within 30 days after the change-in-control event, his maximum possible payout under the plan for the full plan year, with any award under the plan attributable to an equity award to be paid in a lump sum cash payment rather than equity. If any payments under either plan would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, then the payments to be paid under the applicable plan will be reduced to the minimum extent necessary (but not to less than zero) so that no portion of such payment, as so reduced, constitutes an excess parachute payment, provided that the foregoing reduction will be made only if and to the extent that such reduction would result in an increase in the aggregate payment to be provided, determined on an after-tax basis (taking into account the amount of the excise tax imposed pursuant to Section 4999 of the Internal Revenue Code, any tax imposed by any comparable provision of state law, and any applicable federal, state and local income and employment taxes).

     In addition, options, shares of restricted stock, restricted stock units and phantom units held by the named executive officers vest upon the occurrence of a change in control pursuant to the terms of those award agreements.

     Change in Control Termination Payments

     Under the terms of the Quicksilver Resources Inc. Executive Change in Control Retention Incentive Plan, if, within two years after a change in control occurs, there is an involuntary termination of a named executive officer (including termination for specified “good reason” events), the named executive officer is entitled to:

	•		a lump sum payment from Quicksilver of three times the sum of the executive’s base salary plus benchmark bonus;
	•		accelerated vesting of all option and restricted stock awards held by the executive;
	•		continued group medical insurance coverage, paid by Quicksilver, for two years following the termination date; and
	•		continued group life insurance coverage, paid by Quicksilver, for two years following the termination date.

In addition, to the extent permitted by law, the executive’s 401(k) Plan account balances will become fully vested and nonforfeitable (to the extent such account balances are not already fully vested and nonforfeitable). The named executive officers must execute a general release to obtain these payments and benefits. If any amount or benefit to be paid or provided under the plan would be an “excess parachute payment,” within the meaning of Section 280G of the Internal Revenue Code, then the payments and benefits to be paid or provided under the plan will be reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of any such payment or benefit, as so reduced, constitutes an excess parachute payment; provided, however, that the foregoing reduction will be made only if and to the extent that such reduction would result in an increase in the aggregate payment and benefits to be provided, determined on an after-tax basis (taking into account the excise tax imposed pursuant to Section 4999 of the Internal Revenue Code, any tax imposed by any comparable provision of state law, and any applicable federal, state and local income and employment taxes).

     Change in Control Retention Bonuses

     Under the Quicksilver Resources Inc. Executive Change in Control Retention Incentive Plan, each of the named executive officers who remains employed by Quicksilver throughout the six-month period following a change in control is entitled to a cash retention bonus equal to one-half of the executive’s base salary, without regard to whether the executive is or ever will become entitled to severance benefits under the plan. If any amount or benefit to be paid or provided under the plan would be an “excess parachute payment,” within the meaning of Section 280G of the Internal Revenue Code, then the payments and benefits to be paid or provided under the plan will be reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of any such payment or benefit, as so reduced, constitutes an excess parachute payment; provided, however, that the foregoing reduction will be made only if and to the extent that such reduction would result in an increase in the aggregate payment and benefits to be provided, determined on an after-tax basis (taking into account the excise tax imposed pursuant to Section 4999 of the Internal Revenue Code, any tax imposed by any comparable provision of state law, and any applicable federal, state and local income and employment taxes).

     Potential Payments upon Termination or Change in Control Table

     The following table sets forth the payments that each of the named executive officers could receive upon the occurrence of any of the events described below. The payments set forth in the table are based on the assumption that the event occurred on December 31, 2007, the last business day of 2007. The amounts shown in the table do not include payments and benefits, such as accrued salary and accrued vacation, to the extent that they are provided on a non-discriminatory basis to salaried employees generally upon termination of employment. All information concerning number of shares and share price of Quicksilver has been adjusted for a two-for-one stock split effected in the form of a stock dividend in January 2008.

																Acceleration of
																Equity-Based Awards
																Restricted
																Stock,
																Restricted
																Stock Units
												Short-Term				or KGS
				Retention				Cash				Incentive				Phantom								Insurance
				Bonus				Severance				Compensation				Units				Options				Premiums				Total
Name		Event		($)(1)				($)(2)				($)(3)				($)(4)				($)(5)				($)(6)				($)
Glenn Darden		Death			—				—				1,441,541				4,026,955				874,440				—				6,342,936
		Disability			—				—				1,441,541				4,026,955				874,440				—				6,342,936
		Retirement (7)			—				—				—				—				—				—				—
		Change in control			165,885				3,483,585				1,658,850				4,026,955				874,440				22,756				10,232,471	(8)
Philip W. Cook		Death			—				—				641,034				1,813,463				—				—				2,454,497
		Disability			—				—				641,034				1,813,463				—				—				2,454,497
		Retirement (7)			—				—				—				—				—				—				—
		Change in control			131,727				1,896,862				737,668				1,813,463				—				22,706				4,602,426	(8)
Thomas F. Darden		Death			—				—				1,441,541				4,026,955				874,440				—				6,342,936
		Disability			—				—				1,441,541				4,026,955				874,440				—				6,342,936
		Retirement (7)			—				—				—				—				—				—				—
		Change in control			165,885				3,483,585				1,658,850				4,026,955				874,440				22,756				10,232,471	(8)
Jeff Cook		Death			—				—				802,019				2,082,840				796,906				—				3,681,765
		Disability			—				—				802,019				2,082,840				796,906				—				3,681,765
		Retirement (7)			—				—				—				—				—				—				—
		Change in control			144,207				2,249,621				922,922				2,082,840				796,906				22,756				6,219,252	(8)
John C. Cirone		Death			—				—				441,614				1,550,083				483,274				—				2,474,971
		Disability			—				—				441,614				1,550,083				483,274				—				2,474,971
		Retirement (7)			—				—				—				615,743				483,274				—				1,099,017
		Change in control			127,047				1,524,558				508,186				1,550,083				483,274				10,656				4,203,804	(8)
William S. Buckler		Death			—				—				439,806				1,571,246				204,036				—				2,215,088
		Disability			—				—				439,806				1,571,246				204,036				—				2,215,088
		Retirement (7)			—				—				—				—				—				—				—
		Change in control			126,527				1,518,318				506,106				1,571,246				204,036				22,706				3,948,939	(8)