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                                                                   EXHIBIT 10.17






                             HELMERICH & PAYNE, INC.

                               E&P SEVERANCE PLAN







                           (Effective August 26, 2002)


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                             HELMERICH & PAYNE, INC.
                               E&P SEVERANCE PLAN

1.       PURPOSE OF THE PLAN. The Board of Directors of Helmerich & Payne, Inc.,
         a Delaware corporation, recognizes that there exists the possibility of
         employees being adversely affected by a future Change of Control. The
         Board recognizes that severance arrangements, in general, provide
         intangible benefits to and enhance the best interests of the Company.
         In order to fulfill the above purposes, the Company has adopted the
         "Helmerich & Payne, Inc. E&P Severance Plan" which is to provide
         certain benefits to Eligible Employees whose employment with the
         Company is terminated under the circumstances described in this Plan.
         This Plan is for the benefit of the Eligible Employees.

2.       DEFINITIONS:

         a.       ADMINISTRATOR means the Committee.

         b.       BASE SALARY means an Eligible Employee's regular salary or
                  wage before reduction for contributions by the Eligible
                  Employee to any employee benefit plan or program sponsored by
                  the Company or any Subsidiary, and which is exclusive of any
                  bonuses, incentive pay, overtime or other payments, computed
                  on a weekly basis. To calculate Separation Benefits, Base
                  Salary shall be the Eligible Employee's highest rate of
                  regular salary or wage during the twenty-four (24) month
                  period prior to his/her effective date of termination of
                  employment.

         c.       CHANGE OF CONTROL means and shall be deemed to have occurred
                  the date on which one of the following events occurs with
                  respect to the Company (for the purpose of this Subsection
                  (c), the term "Company" means only Helmerich & Payne, Inc., a
                  Delaware corporation, or its successor):

                  (i)      The acquisition by any individual, entity or group
                           (within the meaning of Section 13(d)(3) or 14(d)(2)
                           of the Securities Exchange Act of 1934, as amended
                           (the "Exchange Act")) (a "Person") of beneficial
                           ownership (within the meaning of Rule 13d-3
                           promulgated under the Exchange Act) of 15% or more of
                           either (i) the then outstanding shares of common
                           stock of the Company (the "Outstanding Company Common
                           Stock") or (ii) the combined voting power of the then
                           outstanding voting securities of the Company entitled
                           to vote generally in the election of directors (the
                           "Outstanding Company Voting Securities"); provided,
                           however, that the following acquisitions shall not
                           constitute a Change of Control: (i) any acquisition
                           directly from the Company, (ii) any acquisition by
                           the Company, or (iii) any acquisition by any employee
                           benefit plan (or related trust) sponsored or
                           maintained by the Company or any corporation
                           controlled by the Company; or

                  (ii)     Individuals who, as of the date hereof, constitute
                           the Board (the "Incumbent Board") cease for any
                           reason to constitute at least a majority


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                           of the Board; provided, however, that any individual
                           becoming a director subsequent to the date hereof
                           whose election, appointment or nomination for
                           election by the Company's shareholders, was approved
                           by a vote of at least a majority of the directors
                           then comprising the Incumbent Board shall be
                           considered as though such individual were a member of
                           the Incumbent Board, but excluding, for purposes of
                           this definition, any such individual whose initial
                           assumption of office occurs as a result of an actual
                           or threatened election contest with respect to the
                           election or removal of directors or other actual or
                           threatened solicitation of proxies or consents by or
                           on behalf of a Person other than the Board; or

                  (iii)    Approval by the shareholders of the Company of a
                           reorganization, share exchange, merger or
                           consolidation or acquisition of assets of another
                           corporation (a "Business Combination"), in each case,
                           unless, following such Business Combination, (x) all
                           or substantially all of the individuals and entities
                           who were the beneficial owners, respectively, of the
                           Outstanding Company Common Stock and Outstanding
                           Company Voting Securities immediately prior to such
                           Business Combination will beneficially own, directly
                           or indirectly, more than 70% of, respectively, the
                           then outstanding shares of common stock and the
                           combined voting power of the then outstanding voting
                           securities entitled to vote generally in the election
                           of directors, as the case may be, of the corporation
                           resulting from such Business Combination (including,
                           without limitation, a corporation which as a result
                           of such transaction will own the Company through one
                           or more subsidiaries) in substantially the same
                           proportions as their ownership immediately prior to
                           such Business Combination of the Outstanding Company
                           Common Stock and Outstanding Company Voting
                           Securities, as the case may be, (y) no Person
                           (excluding any employee benefit plan (or related
                           trust) of the Company or such corporation resulting
                           from such Business Combination) will beneficially
                           own, directly or indirectly, 15% or more of,
                           respectively, the then outstanding shares of common
                           stock of the corporation resulting from such Business
                           Combination or the combined voting power of the then
                           outstanding voting securities of such corporation,
                           except to the extent that such ownership existed
                           prior to the Business Combination, and (z) at least a
                           majority of the members of the board of directors of
                           the corporation resulting from such Business
                           Combination were members of the Incumbent Board at
                           the time of the execution of the initial agreement,
                           or of the action of the Board, providing for such
                           Business Combination or were elected, appointed or
                           nominated by the Board; or

                  (iv)     Approval by the shareholders of the Company of (x) a
                           complete liquidation or dissolution of the Company
                           or, (y) the sale or other disposition of all or
                           substantially all of the assets of the Company, other
                           than to a corporation, with respect to which
                           following such sale or other disposition, (A) more
                           than 70% of, respectively, the then outstanding
                           shares of common stock of such corporation and the
                           combined voting


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                           power of the then outstanding voting securities of
                           such corporation entitled to vote generally in the
                           election of directors were beneficially owned,
                           directly or indirectly, by all or substantially all
                           of the individuals and entities who were the
                           beneficial owners, respectively, of the Outstanding
                           Company Common Stock and Outstanding Company Voting
                           Securities immediately prior to such sale or other
                           disposition in substantially the same proportion as
                           their ownership immediately prior to such sale or
                           other disposition, of the Outstanding Company Common
                           Stock and Outstanding Company Voting Securities, as
                           the case may be; (B) less than 15% of, respectively,
                           the then outstanding shares of common stock of such
                           corporation and the combined voting power of the then
                           outstanding voting securities of such corporation
                           entitled to vote generally in the election of
                           directors will be beneficially owned, directly or
                           indirectly, by any Person (excluding any employee
                           benefit plan (or related trust) of the Company or
                           such corporation), except to the extent that such
                           Person owned 15% or more of the Outstanding Company
                           Common Stock or Outstanding Company Voting Securities
                           prior to the sale or disposition; and (C) at least a
                           majority of the members of the board of directors of
                           such corporation were members of the Incumbent Board
                           at the time of the execution of the initial
                           agreement, or of the action of the Board, providing
                           for such sale or other disposition of assets of the
                           Company or were elected, appointed or nominated by
                           the Board.

                  (v)      The foregoing Sections (i)-(iv) notwithstanding, a
                           Change of Control shall also be deemed to have
                           occurred upon the occurrence of a business
                           transaction (or a series of transactions) involving
                           the direct or indirect transfer or disposition
                           (whether by sale, merger, reorganization, spin-off,
                           stock dividend, stock split or otherwise) to the E&P
                           Successor of more than 50% of the operating assets of
                           the E&P Division, if after such transaction, the E&P
                           Successor holds more than 50% of the operating assets
                           of the E&P Division, and the Company or a Subsidiary
                           (as determined immediately prior to such transaction)
                           owns less than 70% of the outstanding shares of the
                           voting securities of the E&P Successor (if a
                           corporation) or less than a 70% interest in the
                           profits or assets of the E&P Successor (if other than
                           a corporation).

         d.       COBRA means the Consolidated Omnibus Budget Reconciliation Act
                  of 1985.

         e.       CODE means the Internal Revenue Code of 1986, as amended.

         f.       COMMITTEE means the Helmerich & Payne, Inc. Human Resources
                  Committee of the board of directors of Helmerich & Payne, Inc.
                  or such Committee's designee. If a Change of Control occurs
                  and the successor company assumes the Plan, Committee shall
                  mean that committee appointed by the successor to administer
                  this Plan.


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         g.       COMPANY means Helmerich & Payne, Inc., a Delaware corporation,
                  and/or any of its Subsidiaries or any successor company.

         h.       E&P DIVISION means the Company's oil and gas exploration and
                  production division.

         i.       E&P SUCCESSOR means the successor(s) to more than 50% of the
                  operating assets of the E&P Division.

         j.       EFFECTIVE DATE means August 26, 2002.

         k.       ELIGIBLE EMPLOYEES means individuals who (i) are classified by
                  the Company as regular full-time employees working in
                  locations in the United States, (ii) work for the E&P Division
                  as of the Effective Date or are designated as such by the
                  Committee, and (iii) paid in U.S. dollars as of the Effective
                  Date or after and who are not (x) covered by a collective
                  bargaining agreement (unless the collective bargaining
                  agreement covering such employees provides for participation
                  of such employees in this Plan) or (y) covered by another
                  severance or separation policy, plan, program or individual
                  written agreement which provides for severance payments
                  established or assumed by the Company (unless the Eligible
                  Employee has specifically waived any rights to benefits under
                  such severance policy, plan, program or agreement). The
                  determination of whether an employee is a "regular full-time
                  employee" shall be made in the sole discretion of the
                  Committee. Eligible Employees do not include third country
                  nationals (TCNs) or nonresident aliens. Employees who
                  terminate employment due to the incurrence of a disability (as
                  defined under the Company's Long-Term Disability Plan) shall
                  not be an Eligible Employee.

         l.       ERISA means the Employee Retirement Income Security Act of
                  1974, as amended.

         m.       FIDUCIARY/NAMED FIDUCIARY means the Committee.

         n.       GENERAL RELEASE AND AGREEMENT means the notice of rights,
                  general release and agreement in substantially the form
                  attached hereto as Exhibit "A." The form of the release may be
                  modified as needed to reflect changes in the applicable law or
                  regulations that are needed to provide a legally enforceable
                  and binding release to the Company at the time of execution.

         o.       PLAN means the Helmerich & Payne, Inc. E&P Severance Plan.

         p.       SEPARATION BENEFITS means the Severance Payments and benefits
                  to be received by an Eligible Employee in accordance with
                  Section 4.2.

         q.       SUBSIDIARY means any corporation, partnership, limited
                  liability company or other business entity contained in the
                  Company's list of Subsidiaries, as approved and amended from
                  time to time by the Committee. A copy of the list of
                  Subsidiaries


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                  may be obtained from the Administrator, and is available for
                  examination by Eligible Employees.

         r.       SUBSTANTIAL DOWNTURN means a downturn in the oil and gas
                  industry which shall be measured by the following objective
                  criteria: (i) the West Texas Intermediate Price for crude oil
                  remains at or below $10/barrel for sixty (60) consecutive
                  business days or (ii) the price for each MMBtu of natural gas
                  as quoted for the Henry Hub listing in "Gas Daily" remains at
                  or below $1.25 for sixty (60) consecutive business days.

         s.       YEARS OF SERVICE. For purposes of calculating length of
                  service under the Plan, Years of Service are determined by
                  subtracting the Eligible Employee's calendar year in which
                  his/her most recent date of hire occurred from the current
                  calendar year. For example, if an Eligible Employee was hired
                  in 1998 and was involuntarily terminated in 2001, then, the
                  Eligible Employee will be credited with three (3) Years of
                  Service for purposes of determining the amount of Separation
                  Benefits. Separation Benefits under the Plan will only be
                  granted on the basis of the Years of Service of continuous
                  employment, which will include periods of service of an
                  Eligible Employee with the Company and with an employer that
                  has previously been acquired by or merged into the Company,
                  and will include periods of service for an Eligible Employee
                  with an employer that is acquired by or merged into the
                  Company in the future. Prior periods of employment in which
                  there has been a break in service (except for authorized
                  leaves of absence or for other reasons approved by the
                  Company) will not be used to calculate Years of Service for
                  Separation Benefits.

3.       ELIGIBILITY.

         3.1      PARTICIPATION. Each Eligible Employee shall be eligible to
                  participate in the Plan as of the Effective Date.

         3.2      DURATION OF PARTICIPATION. An Eligible Employee shall only
                  cease to be eligible to be a participant in the Plan as a
                  result of an amendment or termination of the Plan complying
                  with Section 12 or when he/she ceases to be an Eligible
                  Employee of the Company, unless such Eligible Employee is then
                  entitled to receive Separation Benefits under the Plan. An
                  Eligible Employee entitled to payment of Separation Benefits
                  shall remain an Eligible Employee under the Plan until his/her
                  full Separation Benefits have been received by the Eligible
                  Employee.

         3.3      RIGHT TO SEPARATION BENEFITS. An Eligible Employee shall be
                  entitled to receive the Separation Benefits under the
                  circumstances described in Section 4.1 and as provided in
                  Section 4.2 if the Eligible Employee's employment by the
                  Company terminates as specified in the applicable Section,
                  provided that: (a) the Eligible Employee timely signs and
                  delivers to the Company a General Release and Agreement and
                  does not thereafter revoke or attempt to revoke the General
                  Release and Agreement; (b) the Eligible Employee returns any
                  Company property


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                  within his/her possession or control and continues to
                  cooperate in providing information necessary for transition
                  and maintenance of the Company's ongoing business; and (c) the
                  Eligible Employee complies with all terms of the General
                  Release and Agreement, including those pertaining to
                  confidentiality of information. The Eligible Employee must
                  work through his/her effective date of termination as
                  established by the Company, or such earlier date as is
                  mutually agreed to by the Company and the Eligible Employee.
                  If the Eligible Employee's termination is the result of a
                  Constructive Termination, as defined in Section 4.1(a),
                  his/her effective date of termination shall be deemed to be
                  thirty (30) days after he/she provides notice, in writing, of
                  the Constructive Termination to the Company, unless an earlier
                  effective date of termination is established by the Company or
                  a later date is mutually agreed to by the Company and the
                  Eligible Employee. Failure of an Eligible Employee to work
                  through his/her effective date of termination or other
                  applicable date as described in this Section will result in
                  forfeiture of rights to any Separation Benefits under this
                  Plan. Eligible Employees who transfer employment between the
                  Company and/or its Subsidiaries to another Eligible Employee
                  position with any of such entities (or any successor) shall
                  maintain all rights under the Plan as though employment had
                  been uninterrupted and no transfer had been made, and, for the
                  purpose of this Plan, the transfer of an Eligible Employee
                  from the Company and/or its Subsidiaries to the E&P Successor
                  shall not be deemed to be a termination of employment that
                  entitles such Eligible Employee to Separation Benefits.

4.       TERMINATION OF EMPLOYMENT AND SEPARATION BENEFITS.

         4.1      TERMINATION OF EMPLOYMENT.

                  (a)      TERMINATIONS IN CONNECTION WITH A CHANGE OF CONTROL
                           THAT GIVE RISE TO SEPARATION BENEFITS. An Eligible
                           Employee shall be entitled to Separation Benefits in
                           accordance with Section 3.3 above and the remainder
                           of this Section 4 in connection with any involuntary
                           separation of employment affected by the Company or
                           any Constructive Termination in conjunction with or
                           within twelve (12) months after a Change of Control,
                           except as set forth in Subsection (b) below. As used
                           herein, Constructive Termination means the actual
                           termination or resignation of an Eligible Employee
                           from the Company occurring in conjunction with or
                           within twelve (12) months after a Change of Control,
                           whichever is applicable, due to any of the following
                           events:

                           (i)      An aggregate reduction of ten percent (10%)
                                    or more in the Eligible Employee's Base
                                    Salary;

                           (ii)     The discharge of the Eligible Employee for
                                    failure to relocate to a location outside a
                                    twenty-five (25) mile radius of the location
                                    of his/her office or principal base of
                                    operation immediately prior to the Change of
                                    Control; or


                                       6
<PAGE>


                           (iii)    The failure to pay to the Eligible Employee
                                    any portion of current compensation within
                                    fourteen (14) days of the date such
                                    compensation is due if, after being notified
                                    of such failure, the Company does not cure
                                    within thirty (30) days of notice; or

                           (iv)     The failure to obtain a satisfactory
                                    agreement from the E&P Successor or any
                                    other successor to the Company to assume and
                                    agree to continue this Plan in accordance
                                    with the provisions of Section 15.

                           An Eligible Employee shall provide the Company
                           written notice within ninety (90) days of an event
                           that constitutes a Constructive Termination, of
                           his/her intent to resign for such reason. The failure
                           of an Eligible Employee to provide written notice
                           within such 90-day period shall cause a forfeiture of
                           the Eligible Employee's right to receive Separation
                           Benefits with regard to such Constructive
                           Termination. The failure of an Eligible Employee to
                           exercise his/her right to resign due to one event
                           which qualifies as a Constructive Termination shall
                           not waive his/her rights within ninety (90) days of
                           another, subsequent event that also qualifies as a
                           Constructive Termination in conjunction with or
                           within the twelve (12) months following a Change of
                           Control.

                  (b)      TERMINATIONS IN CONNECTION WITH A CHANGE OF CONTROL
                           THAT DO NOT GIVE RISE TO SEPARATION BENEFITS. An
                           Eligible Employee shall not be entitled to Separation
                           Benefits in connection with or following a Change of
                           Control if the Eligible Employee (i) terminates
                           his/her employment through voluntary separation or
                           death, (ii) is involuntarily terminated by the
                           Company after the occurrence of Substantial Downturn,
                           (iii) is involuntarily terminated by the Company on
                           the basis of Disability (as described below) or (iv)
                           is involuntarily terminated by the Company for Cause.
                           The Eligible Employee's termination of employment
                           with Helmerich & Payne, Inc. resulting from the
                           transfer of employment from Helmerich & Payne, Inc.
                           to the E&P Successor necessitated by the creation
                           and/or spin-off of the E&P Successor (including the
                           subsequent merger of the E&P Successor with another
                           entity) shall not constitute a termination of
                           employment that gives rise to Separation Benefits
                           under this Plan.

                           If the Company determines in good faith that the
                           Disability of an Eligible Employee has occurred
                           (pursuant to the definition of "Disability" set forth
                           below), it may give to the Eligible Employee written
                           notice of its intention to terminate the Eligible
                           Employee's employment. In such event, the Eligible
                           Employee's employment with the Company shall
                           terminate effective on the 30th day after the date of
                           such notice (the "Disability Effective Date")
                           provided that within such time period the Eligible
                           Employee shall not have returned to full-time
                           performance of his duties. For the purposes of this
                           Severance Plan "Disability" means disability


                                       7
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                           (either physical or mental) which, at least 26 weeks
                           after its commencement, is determined by a physician
                           selected by the Company or its insurers to be total
                           and permanent.

As used herein, termination for Cause means termination of employment due to the
following:

                  (i)      the willful and continued failure by the Eligible
                           Employee to substantially perform his/her duties with
                           the Company (other than any such failure resulting
                           from his/her incapacity due to physical or mental
                           illness);

                  (ii)     the willful engaging by the Eligible Employee in
                           conduct that is demonstrably and materially injurious
                           to the Company, monetarily or otherwise;

                  (iii)    the conviction of the Eligible Employee of a felony
                           by a federal or state court of competent
                           jurisdiction;

                  (iv)     an act or acts of dishonesty taken by the Eligible
                           Employee and intended to result in substantial
                           personal enrichment of the Eligible Employee at the
                           expense of the Company; or

                  (v)      the Eligible Employee's "willful" failure to follow a
                           direct, reasonable and lawful written order from his
                           supervisor within the reasonable scope of the
                           Eligible Employee's duties, which failure is not
                           cured within thirty (30) days.

For purposes of this definition, no act, or failure to act, shall be deemed
willful unless done, or omitted to be done, by the Eligible Employee not in good
faith and without reasonable belief that his/her action or omission was in the
best interest of the Company.

         4.2      SEPARATION BENEFITS IN CONNECTION WITH A CHANGE OF CONTROL.

                  (a)      CASH PAYMENTS. Subject to the remainder of this
                           Section 4, if an Eligible Employee's employment is
                           terminated under circumstances entitling him/her to
                           Separation Benefits under Subsection 4.1(a), the
                           Company shall pay such Eligible Employee a severance
                           payment ("Severance Payment") based on the Eligible
                           Employee's Years of Service and Base Salary.

                           (i)      Severance Payment.

                                    The Severance Payment will be equal to 2 1/2
                                    weeks Base Salary for each Year of Service.
                                    The minimum Severance Payment to which an
                                    Eligible Employee will be entitled under
                                    this Subsection (a)(i) will be equal to
                                    twelve (12) weeks of Base Salary and the
                                    maximum will be sixty-five (65) weeks of
                                    Base Salary.


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<PAGE>


                           (ii)     Example of Cash Payment in Connection with a
                                    Change of Control

<Table>
<S>                                                                                        <C>
                                        Base Salary (weekly)                               $    975.00

                                        Annualized Base Salary                               50,700.00

                                        Years of Service                                            27

                                        2 1/2 weeks x $975.00 x 27                         $ 65,812.50

                                        Amount in Excess of 65-Week Maximum                  (2,437.50)
                                                                                           -----------
                                        Total Severance Payment                            $ 63,375.00
                                                                                           ===========
</Table>

                           (iii)    Timing and Manner of Payment. The Severance
                                    Payment will be paid in a single lump sum on
                                    the Company's first regular payday after the
                                    Eligible Employee returns the signed General
                                    Release and Agreement and any Company
                                    property in his/her possession or control,
                                    or seven (7) days following that return
                                    date, whichever is later (but in no event
                                    prior to the Eligible Employee's effective
                                    date of termination).

                  (b)      CONTINUATION OF BENEFITS. If an Eligible Employee's
                           employment is terminated under circumstances
                           entitling him/her to Separation Benefits under
                           Subsection 4.1(a), all employee benefits provided by
                           the Company to the Eligible Employee and the Eligible
                           Employee's dependents will cease except as otherwise
                           required by law.

                  (c)      STOCK OPTIONS/RESTRICTED STOCK. If an Eligible
                           Employee's employment is terminated under
                           circumstances entitling him/her to Separation
                           Benefits under Subsection 4.1(a), any options to
                           purchase stock or rights to receive restricted stock
                           granted pursuant to a plan adopted by the E&P
                           Successor held by the Eligible Employee shall be
                           immediately and automatically vested, fully earned
                           and exercisable upon the Eligible Employee's
                           effective date of termination unless previously
                           exercised or forfeited pursuant to the terms of such
                           plan.

         4.3      WARN BENEFITS. Under certain circumstances, the Company may,
                  in its discretion, make voluntary and unconditional payments
                  related to salary or wages to an Eligible Employee when he/she
                  suffers an employment loss as a result of a "plant closing" or
                  "mass layoff" covered by the federal Worker Adjustment and
                  Retraining Notification Act (the "WARN Benefits"). If an
                  Eligible Employee receives WARN Benefits, the weeks of Base
                  Salary he/she may be entitled to receive under Subsection
                  4.2(a) shall be reduced by the number of weeks of WARN
                  Benefits the Eligible Employee receives.

         4.4      FUNDING. The Separation Benefits under this Plan shall be paid
                  from the general assets of Helmerich & Payne, Inc. unless this
                  Plan and its obligations are assumed by a successor entity
                  pursuant to Section 15 herein.


                                       9
<PAGE>


5.       WITHHOLDING. All amounts payable pursuant to the terms of this Plan
         shall be subject to reduction for any and all applicable federal, state
         or local income and employment taxes and any other withholdings
         required to be made therefrom at law.

6.       RIGHT OF RECOVERY. The Company shall have the right to recover any
         payment made to an Eligible Employee in excess of the amount to which
         the Eligible Employee is entitled under the terms of this Plan. Such
         recovery may be from the Eligible Employee or his/her beneficiary
         thereby enriched.

7.       NON-ASSIGNMENT. No benefits or beneficial interests provided for
         hereunder prior to payment shall be subject in any manner to
         garnishment, attachment, anticipation, alienation, sale, transfer,
         assignment, pledge, encumbrance, levy, execution or the claims of
         creditors, either voluntarily or involuntarily, and any attempt to so
         garnish, attach, anticipate, alienate, sell, transfer, assign, pledge,
         encumber, levy or execute on the same shall be null and void, and
         neither shall such benefits or beneficial interests be liable for or
         subject to the debts, contracts, liabilities, engagements or torts of
         any person to whom such benefits or funds are payable, provided that
         Severance Payments shall be subject to any set-off, counterclaim,
         recoupment, repayment, reimbursement or other right which the Company
         may have against an Eligible Employee.

8.       PLAN SPONSOR. The Plan sponsor is the Company, EIN: 73-0679879;
         Address: Utica at Twenty-First, Tulsa, OK 74114.

9.       ADMINISTRATOR AND NAMED FIDUCIARY. The Administrator has the authority
         to interpret the Plan, manage its operation and determine all questions
         arising in the administration, interpretation and application of the
         Plan. Helmerich & Payne, Inc. is designated the "Named Fiduciary." The
         Administrator shall be contacted c/o Director, Human Resources, Utica
         at Twenty-First, Tulsa, OK 74114, telephone (918) 742-5531.

10.      AGENT FOR SERVICE OF PROCESS. The agent for service of legal process is
         Steven R. Mackey, General Counsel, Helmerich & Payne, Inc., Utica at
         Twenty-First, Tulsa, OK 74114.

11.      PLAN YEAR. The Plan Year for purposes of maintaining the Plan's fiscal
         records shall be the calendar year.

12.      PLAN IMPLEMENTATION, AMENDMENT AND TERMINATION. Subject to amendment of
         the Plan as provided below, this Plan shall continue in effect for a
         period of not less than twelve (12) months beyond the month in which a
         Change of Control occurs, during which time the Company is
         contractually bound to maintain the Plan. If another Change of Control
         occurs during such twelve (12) month period, then, the Company shall
         only be contractually bound to maintain this Plan until the end of such
         twelve (12) month period following the initial Change of Control.
         Subject to the foregoing, the Company shall have the right to amend,
         modify, or terminate the Plan or any benefit provided under this Plan
         at any time and from time to time to any extent that it may deem
         advisable; provided, however, no such amendment (or any part of an
         amendment, as the case may be) made either (a) within six (6) months
         prior to the public announcement of a


                                       10
<PAGE>


         transaction that would constitute a Change of Control or (b) on or
         within twelve (12) months after a Change of Control shall be effective
         with respect to any Eligible Employee to the extent such amendment (or
         part thereof) would reduce the Separation Benefits such Eligible
         Employee would have received under the Plan but for such amendment.
         Further, no amendment may reduce or adversely affect any benefits
         already in pay status under the Plan at the date of such amendment. Any
         amendment or modification to the Plan shall be set out in writing
         executed by either the Chief Executive Officer of the Company or the
         Chairman of the Committee and filed with the Administrator. Upon filing
         with the Administrator, such amendment or modification to the Plan
         shall be deemed to have been amended or modified in the manner and to
         the extent and effective as of the date therein set forth, and
         thereupon any and all Eligible Employees, whether they shall have
         become such prior to the amendment or modification, shall be bound
         thereby. Notwithstanding anything herein to the contrary, the Plan may
         be amended in such manner as may be required at any time to make it
         conform to the requirements of the Code, or of ERISA, or of any
         amendment thereto, or of any regulations or rulings issued pursuant
         thereto. This Plan shall also be considered as the Summary Plan
         Description for the Plan as required by ERISA.

13.      CLAIMS PROCEDURE.

         13.1     HOW TO SUBMIT A CLAIM. In order to claim benefits under this
                  Plan, the claimant must be an Eligible Employee. A written
                  claim must be filed with the Committee within ninety (90) days
                  of the date upon which the claimant first knew (or should have
                  known) of the facts upon which the claim is based, unless the
                  Committee in writing consents otherwise. The procedures in
                  this Section shall apply to all claims that any person has
                  with respect to the Plan, including claims against fiduciaries
                  and former fiduciaries, except to the extent the Committee
                  determines, in its sole discretion, that it does not have the
                  power to grant, in substance, all relief reasonably being
                  sought by the claimant.

         13.2     DENIAL OF CLAIMS. If a person has made a claim for benefits
                  under this Plan and any portion of the claim is denied, the
                  Committee or its designee will furnish the claimant with a
                  written notice stating the specific reasons for the denial,
                  including specific reference to any pertinent Plan provisions
                  upon which the denial was based, a description of any
                  additional information or material necessary to perfect the
                  claim and an explanation of why such information or material
                  is necessary, and appropriate information concerning steps to
                  take if the claimant wishes to submit the claim for review.

                  The Committee, directly or through its designee, must approve
                  or deny the claim in writing within sixty (60) days after
                  receipt of the claim, plus any extension of time for
                  processing the claim, not to exceed one hundred twenty (120)
                  additional days, as special circumstances require. The
                  Committee or its designee will advise the claimant in writing
                  if an extension is necessary, stating the circumstances
                  requiring the extension and the date by which the claimant can
                  expect the Committees decision regarding the claim.


                                       11
<PAGE>


         13.3     REVIEW PROCEDURES. Within sixty (60) days after the date of
                  written notice denying any claim, a claimant or an authorized
                  representative may write to the Committee or its designee
                  requesting a review of that decision.

                  The request for review may contain such issues and comments as
                  the claimant or an authorized representative may wish
                  considered in the review. The claimant or an authorized
                  representative may also review pertinent documents in the
                  Committees possession. The Committee will make a final
                  determination with respect to the claim within sixty (60) days
                  after a review is requested. The Committee or its designee
                  will advise the claimant in writing of the determination and
                  will set forth the specific reasons for the determination and
                  the specific references to any pertinent Plan provisions upon
                  which the determination is based. The decision rendered upon
                  reconsideration of the claim will be final and binding on all
                  interested parties.

         13.4     RULES AND DECISIONS. The Committee may adopt such rules as it
                  deems necessary, desirable, or appropriate. All decisions of
                  the Committee shall be final and conclusive and may be made in
                  the Committee's sole and absolute discretion. When making a
                  determination or calculation, the Committee shall be entitled
                  to rely upon information furnished by an Eligible Employee,
                  the Company or the legal counsel of the Company.

         13.5     COMMITTEE PROCEDURES. The Committee may act at a meeting or in
                  writing without a meeting. The Committee shall elect one of
                  its members as chairman, appoint a secretary, who may or may
                  not be a Committee member, and advise the Named Fiduciary of
                  such actions in writing. The secretary shall keep a record of
                  all meetings in a permanent Committee minute book and forward
                  all necessary communications to the Company. The Committee may
                  adopt such bylaws and regulations as it deems desirable for
                  the conduct of its affairs. All decisions of the Committee
                  shall be made by the vote of the majority, including actions
                  in writing taken without a meeting. A dissenting Committee
                  member who, within a reasonable time after he has knowledge of
                  any action or failure to act by the majority, registers his
                  dissent in writing delivered to the other Committee members,
                  to the extent permitted by law, shall not be responsible for
                  any such action or failure to act.

         13.6     OTHER COMMITTEE POWERS AND DUTIES. The Committee shall have
                  such powers as may be necessary to discharge its duties
                  hereunder, including, but not by way of limitation, the
                  following:

                  (i)      to construe and interpret the Plan and resolve any
                           ambiguities with respect to any of the terms and
                           provisions thereof as written and as applied to the
                           operation of the Plan; and

                  (ii)     to decide all questions of eligibility and determine
                           the amount, manner and time of payment of any
                           benefits hereunder.


                                       12
<PAGE>


                  (iii)    All decisions by the Committee under this Plan shall
                           be made in its sole and absolute discretion.

14.      VALIDITY AND SEVERABILITY. The invalidity or unenforceability of any
         provision of the Plan shall not affect the validity or enforceability
         of any other provision of the Plan, which shall remain in full force
         and effect, and any prohibition or unenforceability in any jurisdiction
         shall not invalidate or render unenforceable such provision in any
         other jurisdiction.

15.      SUCCESSORS. The Company will require (i) the E&P Successor or (ii) any
         successor (whether direct or indirect, by purchase, merger,
         consolidation or otherwise) to all or a portion of the business and/or
         assets of the Company to expressly assume and agree to perform this
         Agreement in the same manner and to the same extent that the Company
         would be required to perform it as if no such succession had taken
         place. In the event(s) of assumption of this Agreement by the E&P
         Successor or other successor, the term "Company" as used in this
         Agreement, shall mean the "E&P Successor" or other successor, as
         applicable.

16.      SECTION TITLES AND HEADINGS. The titles and headings at the beginning
         of each Section shall not be considered in construing the meaning of
         any provision in this Plan.

17.      CONTROLLING LAW. The Plan shall be interpreted under the laws of the
         State of Oklahoma, except to the extent that federal law preempts state
         law.

18.      SEVERANCE PLAN NOT AN EMPLOYMENT CONTRACT. This Severance Plan does not
         create a contract of employment between the Company and any Eligible
         Employee. Further, this Severance Plan does not alter the "at will"
         employment status of any Eligible Employee. Apart from the obligation
         of the Company to provide additional compensation as provided in this
         Severance Plan, the Company shall at all times retain the right to
         terminate the employment of any Eligible Employee for any reason
         whatsoever.

19.      THE PLAN DOCUMENT. This document constitutes the Plan document, copies
         of which are available upon request from the Committee. In the event of
         any inconsistency between any communication regarding the Plan and the
         Plan document itself, the Plan document controls.

         Executed and effective this 26th day of August, 2002.

                                          HELMERICH & PAYNE, INC., a Delaware
                                          corporation

ATTEST:

                                          By
----------------------------                ------------------------------------
Steven R. Mackey, Secretary                  Hans Helmerich, President and Chief
                                               Executive Officer


                                       13
<PAGE>


                            ERISA RIGHTS INFORMATION
   Employee Retirement Income Security Act of 1974, as amended (ERISA) Rights


Participants in the Helmerich & Payne, Inc. E&P Severance Plan have certain
rights and protections under the Employee Retirement Income Security Act of
1974, as amended (ERISA). ERISA provides that all Plan participants shall be
entitled to:

1.       Examine without charge at the Administrators office and at other
         specified locations, all Plan documents, including insurance contracts
         and copies of all documents filed by the Plan with the U.S. Department
         of Labor, such as annual reports and Plan descriptions.

2.       Obtain copies of all Plan documents and other Plan information upon
         written request to the Administrator. The Administrator may make a
         reasonable charge for the copies.

3.       Receive a summary of the Plans annual financial report. The
         Administrator is required by law to furnish each participant with a
         copy of this summary annual report.

In addition to creating rights for Plan participants, ERISA imposes duties upon
the people who are responsible for the operation of an employee benefit plan.
The people who operate the Plan, called "fiduciaries" of the Plan, have a duty
to do so prudently and in the interest of you and other Plan participants and
beneficiaries. No one, including your employer, your union, or any other person,
may fire you or otherwise discriminate against you in any way to prevent you
from obtaining a benefit or exercising your rights under ERISA. If your claim
for a benefit is denied, in whole or in part, you must receive a written
explanation of the reason for the denial. You have the right to have the claim
reviewed and reconsidered.

Under ERISA, there are steps you can take to enforce the above rights. For
instance, if you request materials from the Plan and do not receive them within
30 days, you may file suit in a federal court. In such a case, the court may
require the Administrator to provide the materials and pay you up to $100 a day
until you receive the materials, unless the materials were not sent because of
reasons beyond the control of the Administrator. If you have a claim for
benefits that is denied or ignored, in whole or in part, you may file suit in a
state or federal court. If it should happen that Plan fiduciaries misuse the
Plans money, or if you are discriminated against for asserting your rights, you
may seek assistance from the U.S. Department of Labor or you may file suit in a
federal court. The court will decide who should pay court costs and legal fees.
If you are successful, the court may order the person you have sued to pay these
costs and fees. If you lose, the court may order you to pay these costs and
fees, for example, if it finds your claim is frivolous.

If you have any questions about your Plan, you should contact the Administrator
in Tulsa. If you have any questions about this statement or about your rights
under ERISA, you should contact the nearest Area Office of the U.S.
Labor-Management Services Administration, Department of Labor.

The Plan is an employee welfare benefit plan within the meaning of ERISA.



<PAGE>

                                                                       EXHIBIT A

                                     NOTICE


VARIOUS LAWS, INCLUDING TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE CIVIL
RIGHTS ACT OF 1866, THE PREGNANCY DISCRIMINATION ACT OF 1978, THE EQUAL PAY ACT,
THE CIVIL RIGHTS ACT OF 1991, THE AGE DISCRIMINATION IN EMPLOYMENT ACT, THE
REHABILITATION ACT OF 1973, THE AMERICANS WITH DISABILITIES ACT, THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974 AND THE VETERANS REEMPLOYMENT RIGHTS ACT
(ALL AS AMENDED FROM TIME TO TIME), PROHIBIT EMPLOYMENT DISCRIMINATION BASED ON
SEX, RACE, COLOR, NATIONAL ORIGIN, RELIGION, AGE, DISABILITY, ELIGIBILITY FOR
COVERED EMPLOYEE BENEFITS AND VETERAN STATUS. YOU MAY ALSO HAVE RIGHTS UNDER
LAWS SUCH AS THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE WORKER
ADJUSTMENT AND RETRAINING ACT OF 1988, THE FAIR LABOR STANDARDS ACT, THE FAMILY
AND MEDICAL LEAVE ACT, THE OCCUPATIONAL HEALTH AND SAFETY ACT AND OTHER FEDERAL,
STATE AND/OR MUNICIPAL STATUTES, ORDERS OR REGULATIONS PERTAINING TO LABOR,
EMPLOYMENT AND/OR EMPLOYEE BENEFITS. THESE LAWS ARE ENFORCED THROUGH THE UNITED
STATES DEPARTMENT OF LABOR, THE EQUAL EMPLOYMENT OPPORTUNITY COMMISSION (EEOC)
AND VARIOUS OTHER FEDERAL, STATE AND MUNICIPAL LABOR DEPARTMENTS, FAIR
EMPLOYMENT BOARDS, HUMAN RIGHTS COMMISSIONS AND SIMILAR AGENCIES.

THIS GENERAL RELEASE IS BEING PROVIDED TO YOU IN CONNECTION WITH THE HELMERICH &
PAYNE, INC. E&P SEVERANCE PLAN (EFFECTIVE DATE AUGUST 26, 2002). ALONG WITH THIS
GENERAL RELEASE, YOU HAVE ALSO BEEN GIVEN A COPY OF THE PLAN. IN ADDITION, IF
YOUR TERMINATION WAS NOT DUE TO A CONSTRUCTIVE TERMINATION, YOU HAVE BEEN GIVEN
INFORMATION SHOWING THE JOB POSITIONS AND DATES OF BIRTH OF THE EMPLOYEES IN
CONNECTION WITH A CHANGE OF CONTROL WHO ARE ELIGIBLE AND WHO ARE NOT ELIGIBLE
FOR THE PLAN IN COMPLIANCE WITH THE FEDERAL OLDER WORKERS BENEFIT PROTECTION ACT
(THE "OWBPA MATERIALS"). ALL THOSE DOCUMENTS AND INFORMATION ARE REFERRED TO IN
THIS GENERAL RELEASE AS THE "SEVERANCE PACKET."

YOU HAVE FORTY-FIVE (45) DAYS FROM THE DATE YOU RECEIVED THE SEVERANCE PACKET TO
MAKE A DECISION TO ACCEPT OR REJECT THE SEPARATION BENEFITS YOU ARE ELIGIBLE TO
RECEIVE UNDER THE PLAN IN EXCHANGE FOR SIGNING THIS GENERAL RELEASE. YOU MAY
EXECUTE THE GENERAL RELEASE PRIOR TO THE END OF THIS FORTY-FIVE DAY ELECTION
PERIOD. YOU MAY NOT, HOWEVER, EXECUTE THE GENERAL RELEASE PRIOR TO YOUR LAST
DATE OF EMPLOYMENT WITH HELMERICH & PAYNE, INC.

BEFORE EXECUTING THIS GENERAL RELEASE, YOU SHOULD REVIEW ALL THE DOCUMENTS AND
THE INFORMATION IN THE SEVERANCE PACKET CAREFULLY AND CONSULT WITH YOUR LAWYER.

YOU MAY REVOKE THIS GENERAL RELEASE WITHIN SEVEN (7) DAYS AFTER YOU SIGN IT, AND
THE GENERAL RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THAT
REVOCATION PERIOD HAS EXPIRED. IF YOU DO NOT SIGN AND RETURN THIS GENERAL
RELEASE WITHIN FORTY-FIVE (45) DAYS OR IF YOU EXERCISE YOUR RIGHT TO REVOKE THE
GENERAL RELEASE, YOU WILL NOT BE ELIGIBLE FOR SEPARATION BENEFITS UNDER THE
PLAN. ANY REVOCATION MUST BE IN WRITING AND MUST BE RECEIVED WITHIN THE
SEVEN-DAY PERIOD FOLLOWING EXECUTION OF THIS GENERAL RELEASE (OR THE NEXT
REGULAR BUSINESS DAY THEREAFTER) BY THE DIRECTOR, HUMAN RESOURCES, HELMERICH &
PAYNE, INC., UTICA AT TWENTY-FIRST, TULSA, OK 74114.



<PAGE>

                                                                       EXHIBIT A

                          GENERAL RELEASE AND AGREEMENT

In consideration of the Separation Benefits offered to me by Helmerich & Payne,
Inc. under the Helmerich & Payne, Inc. E&P Severance Plan (the "Plan"), I hereby
release and discharge Helmerich & Payne, Inc. and its predecessors, successors,
affiliates, parent, Subsidiaries and partners and each of those entities
employees, officers, directors and agents (hereafter collectively referred to as
the "Company") from all claims, liabilities, demands, and causes of action,
known or unknown, fixed or contingent, which I may have or claim to have against
the Company either as a result of my past employment with the Company and/or the
severance of that relationship and/or otherwise, and hereby waive any and all
rights I may have with respect to any such claims.

This General Release includes, but is not limited to, claims arising under Title
VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the Pregnancy
Discrimination Act of 1978, the Equal Pay Act, the Civil Rights Act of 1991, the
Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the
Americans With Disabilities Act, the Employee Retirement Income Security Act of
1974 and the Veterans Reemployment Rights Act (all as amended from time to
time). This General Release also includes, but is not limited to, any rights I
may have under the Older Workers Benefit Protection Act of 1990, the Worker
Adjustment and Retraining Act of 1988, the Fair Labor Standards Act, the Family
and Medical Leave Act, the Occupational Health and Safety Act and any other
federal, state and/or municipal statutes, orders or regulations pertaining to
labor, employment and/or employee benefits. This General Release also applies to
any claims or rights I may have growing out of any legal or equitable
restrictions on the Company's rights not to continue an employment relationship
with its employees, including any express or implied employment contracts, and
to any claims I may have against the Company for fraudulent inducement or
misrepresentation, defamation, wrongful termination or other retaliation claims
in connection with workers' compensation or alleged "whistleblower" status or on
any other basis whatsoever.

IT IS SPECIFICALLY AGREED, HOWEVER, THAT THIS GENERAL RELEASE DOES NOT HAVE ANY
EFFECT ON ANY RIGHTS OR CLAIMS I MAY HAVE AGAINST THE COMPANY WHICH ARISE AFTER
THE DATE I EXECUTE THIS GENERAL RELEASE OR ON ANY VESTED RIGHTS I MAY HAVE UNDER
ANY OF THE COMPANY'S QUALIFIED OR NON-QUALIFIED RETIREMENT PLANS AS OF OR AFTER
MY LAST DAY OF EMPLOYMENT WITH THE COMPANY, ON ANY OF THE COMPANY'S OBLIGATIONS
UNDER THE PLAN OR AS OTHERWISE REQUIRED UNDER THE CONSOLIDATED OMNIBUS BUDGET
AND RECONCILIATION ACT OF 1985 (COBRA).

If my separation was not due to a Constructive Termination, I acknowledge that I
have received information from the Company describing the dates of birth and job
titles of employees who are eligible for participation in the Plan and the dates
of birth and job titles of employees who are not eligible for participation, in
compliance with the federal Older Workers Benefit Protection Act (the "OWBPA
Materials").

I have carefully reviewed and fully understand the Severance Packet, which
includes the Plan, the General Release and foregoing Notice and the OWBPA
Materials. I have not relied on any representation or statement, oral or
written, by the Company or any of its representatives, which is not set forth in
the Severance Packet.


<PAGE>


I understand that my receipt and retention of the Separation Benefits under the
Plan is dependent on my execution of this General Release, upon my return to the
Company of any Company property within my possession or control and upon my
continued cooperation in providing information necessary for transition and
maintenance of the Company's ongoing business. I also understand that my receipt
and retention of the Separation Benefits are also contingent on my continued
nondisclosure of the Company's secret or confidential information, knowledge or
data relating to the Company or any of its subsidiaries and their respective
businesses which I have obtained during my employment with the Company and which
shall not be or become public knowledge (other than by acts by me or my
representatives in violation of this General Release), and that prohibited
disclosure of such information, knowledge or data to anyone other than the
Company and those designated by it or any future defamation, disparaging remarks
or statements by me to any third parties, other employees or the media which
could embarrass or cause harm to the Company's name and reputation or to the
name and reputation of its officers, directors or representatives shall entitle
the Company to reimbursement or retention of any Separation Benefits I have
received or may receive. I also understand and agree that the Company has the
right to any set-off counterclaim, recoupment, repayment, reimbursement or other
right which the Company may have against me.

The Plan and this General Release, including the foregoing Notice, set forth the
entire agreement between the Company and me with respect to this subject. I
acknowledge that the Company gave me forty-five (45) days to consider whether I
wish to accept or reject the Separation Benefits I am eligible to receive under
the Plan in exchange for this General Release. I also acknowledge that the
Company advised me to seek independent legal advice as to these matters, if I
chose to do so. I hereby represent and state that I have taken such actions and
obtained such information and independent legal or other advice, if any, that I
believed were necessary for me to fully understand the effects and consequences
of this General Release prior to signing it.

Dated this     day of               ,      .
           ---        --------------  -----


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