X0202 4 2004-09-15 0 0000945764 DENBURY RESOURCES INC DNR 0001227704 WOLF DONALD D 1670 BROADWAY SUITE 2800 DENVER CO 80202 1 0 0 0 Common Stock 2004-09-15 4 A 0 10000 0 A 12000 D These shares will vest as follows: 20% per year, starting on the first anniversary of the date of grant, until fully vested. In addition to the foregoing vesting provisions, all of these shares will vest upon a change of control of the issuer. Delivery of the shares will not be made until the reporting person's separation from the issuer, other than as necessary for the reporting person to pay the required income taxes that will be due upon vesting of the shares. Phil Rykhoek - Per Confirming Statement 2004-09-16