Delta Petroleum Corporation

1. Members
The Board of Directors of Delta Petroleum Corporation (the "Company") shall appoint a Compensation Committee (the "Committee") of at least three directors and shall designate one member of the Committee as Chairperson. Each member of the Committee shall meet the independence requirements of the Nasdaq Stock Market.


2. Purposes, Duties and Responsibilities
The Committee shall represent the Board of Directors in discharging its responsibilities relating to reviewing the performance of Company executives and setting compensation and compensation related policies, and also making recommendations to the Board of Directors relating to the Company's policies on equity incentives.


3. Executive Compensation Responsibilities
The duties and responsibilities of the Committee with regard to Executive Compensation matters shall include, but are not limited to:

   (i) Reviewing, at least annually, the performance of the Chief Executive Officer ("CEO") an    recommending to the Board of Directors the CEO's compensation for the following year, taking    into account the Company's performance, the effect on shareholder value, the CEO's    performance, the responsibilities undertaken by the CEO, trends in the companies considered    comparable to the Company, and any other factors the Committee considers relevant to the CEO's    compensation. The CEO may not be present during voting or deliberations on matters relating to    the compensation of the CEO;

   (ii) Reviewing the goals and objectives to be achieved by the CEO for the following year;

   (iii) Reviewing and making recommendations to the Board of Directors concerning the Company's    employee incentive, compensation, stock option, benefit and severance plans and, as    appropriate, establishing guidelines in relation thereto;

   (iv) Reviewing with the CEO the performance of the Company's other executive officers;

   (v) Reviewing and recommending to the Board of Directors the compensation of executive officers    other than the CEO. The CEO may be present during the voting or deliberations on the    compensation of executive officers other than the CEO if the Committee so desires.

   (vi) Reviewing and, if appropriate, approving or recommending approval of employment    agreements, severance arrangements, retirement arrangements, change in control agreements    and provisions, and any special or supplemental benefits for each executive officer of the    Company;

   (vii) Making recommendations to the Board of Directors concerning stock option and other stock    incentive awards for executive officers; and

   (viii) Producing a Committee report on executive compensation if required by the Securities and    Exchange Commission (the "SEC") to be included in the Company's annual proxy statement or    annual report filed with the SEC.


4. Meetings
The Committee shall meet at least at least once each year. Additional meetings may occur as the Committee or the Chairperson deems advisable. Meetings may be held either in person or telephonically. The Committee shall report to the full Board of Directors with respect to its meetings and prepare minutes of its meetings for inclusion in the Company’s corporate records. A majority of the members of the Committee shall constitute a quorum.


5. Annual Review
The Committee shall annually evaluate the performance of the Committee and shall assess the adequacy of the Compensation and Committee's Charter and recommend changes if the Committee determines that changes are appropriate.