In order to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, on December 19, 2008, the Board of Directors of Parallel Petroleum Corporation approved an amendment to each of the following stock option plans (individually a "Plan"):

• Parallel Petroleum Corporation Non-Employee Directors Stock Option Plan;

• Parallel Petroleum Corporation 1998 Stock Option Plan;

• Parallel Petroleum Corporation 2001 Non-Employee Directors Stock Option Plan; and

• Parallel Petroleum Corporation Employee Stock Option Plan.

The amendments add a sentence to the end of Article 7(c) or Section 7(c) of each Plan, as applicable, which provides that the fair value of options granted under the Plan shall be adjusted, where necessary, so that the fair value of the option immediately after specified events or transactions is equal to the fair value of the option immediately prior to such events or transactions by adjusting (i) the number and type of shares of stock which are subject to the option; and/or (ii) the purchase price per share of stock which are subject to the option; and/or (iii) making such other adjustments as may be appropriate, in order to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and final regulations and other guidance issued thereunder.

(d) Exhibits.

Exhibit No.                                   Description

10.1             Parallel Petroleum Corporation Non-Employee Directors Stock Option
                 Plan
10.2             Parallel Petroleum Corporation 1998 Stock Option Plan
10.3             Parallel Petroleum Corporation 2001 Non-Employee Directors Stock
                 Option Plan
10.4             Parallel Petroleum Corporation Employee Stock Option Plan