EXHIBIT 10.11








                              AMENDED AND RESTATED


                                    RPC, INC.


                          SUPPLEMENTAL RETIREMENT PLAN





                            EFFECTIVE JANUARY 1, 2005



<PAGE>
                                TABLE OF CONTENTS

ARTICLE I  PURPOSE AND EFFECTIVE DATE...................................1

1.1     BACKGROUND......................................................1

1.2     PURPOSE OF PLAN.................................................1

1.3     TAX COMPLIANCE..................................................1

1.4     CERTAIN TRANSITIONAL MATTERS....................................1

ARTICLE II  DEFINITIONS.................................................2

2.1     ACCOUNT.........................................................2

2.2     ACCOUNT BALANCE.................................................2

2.3     ALLOCATION ELECTION.............................................2

2.4     ANNUAL VALUATION DATE...........................................2

2.5     BENEFICIARY.....................................................2

2.6     CHANGE IN CONTROL...............................................2

2.7     CODE............................................................2

2.8     COMMITTEE.......................................................2

2.9     COMPANY.........................................................2

2.10     COMPANY CONTRIBUTIONS..........................................3

2.11     COMPENSATION...................................................3

2.12     COMPENSATION DEFERRAL AGREEMENT................................3

2.13     DEATH BENEFIT..................................................3

2.14     DEEMED INVESTMENT..............................................3

2.15     DEFERRAL PERIOD................................................3

2.16     DEFERRED COMPENSATION ACCOUNT..................................4

2.17     DISABILITY.....................................................4

2.18     DISABILITY BENEFIT.............................................4

2.19     ELIGIBLE EMPLOYEE..............................................4

2.20     EMPLOYEE.......................................................4

2.21     ENHANCED BENEFIT CONTRIBUTION..................................4

2.22     ERISA..........................................................4

2.23     IN SERVICE DISTRIBUTION........................................4

2.24     IN SERVICE ACCOUNT.............................................4

2.25     IN SERVICE DISTRIBUTION DATE...................................5

2.26     IN SERVICE VALUATION DATE......................................5

2.27     INVESTMENT OPTION..............................................5

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2.28     PARTICIPANT....................................................5

2.29     PARTICIPATING EMPLOYER.........................................5

2.30     PAYMENT SCHEDULE...............................................5

2.31     PERFORMANCE-BASED COMPENSATION.................................5

2.32     PLAN...........................................................5

2.33     PLAN ADMINISTRATOR.............................................5

2.34     PLAN YEAR......................................................6

2.35     RETIREMENT/TERMINATION BENEFIT.................................6

2.36     RETIREMENT/TERMINATION ACCOUNT.................................6

2.37     TERMINATION OF EMPLOYMENT......................................6

2.38     TERMINATION VALUATION DATE.....................................6

2.39     UNFORESEEABLE EMERGENCY........................................6

ARTICLE III  ELIGIBILITY AND PARTICIPATION..............................6

3.1     ELIGIBILITY AND PARTICIPATION...................................6

3.2     DURATION........................................................7

3.3     REVOCATION OF FUTURE PARTICIPATION..............................7

3.4     NOTIFICATION....................................................7

ARTICLE IV  DEFERRAL ELECTIONS, COMPANY CONTRIBUTIONS AND
PARTICIPANT ACCOUNT VALUATION...........................................7

4.1     DEFERRAL ELECTIONS..............................................7

4.2     IN SERVICE DISTRIBUTION DATE ELECTION...........................9

4.3     COMPANY CONTRIBUTIONS AND VESTING..............................10

4.4     ALLOCATION ELECTIONS AND VALUATION OF ACCOUNTS.................11

4.5     BENEFICIARY DESIGNATION........................................12

ARTICLE V  DISTRIBUTIONS AND WITHDRAWALS...............................12

5.1     IN SERVICE DISTRIBUTIONS.......................................12

5.2     RETIREMENT/TERMINATION BENEFIT DISTRIBUTION....................13

5.3     INSTALLMENT PAYMENTS...........................................13

5.4     SMALL ACCOUNT BALANCE LUMP SUM PAYMENT.........................13

5.5      DISABILITY BENEFIT............................................13

5.6     DEATH BENEFIT..................................................13

5.7     UNFORESEEABLE EMERGENCY........................................13

5.8     COURT ORDER....................................................14

5.9     CHANGE IN CONTROL..............................................14
---     ------------------

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ARTICLE VI  ADMINISTRATION.............................................14

6.1     PLAN ADMINISTRATION............................................14

6.2     WITHHOLDING....................................................14

6.3     INDEMNIFICATION................................................14

6.4     EXPENSES.......................................................15

6.5     DELEGATION OF AUTHORITY........................................15

6.6     BINDING DECISIONS OR ACTIONS...................................15

ARTICLE VII  AMENDMENT AND TERMINATION.................................15

ARTICLE VIII  INFORMAL FUNDING.........................................15

8.1     GENERAL ASSETS.................................................15

8.2     RABBI TRUST....................................................16

ARTICLE IX  CLAIMS.....................................................16

9.1     CLAIM..........................................................16

9.2     FILING A CLAIM.................................................16

9.3     APPEAL OF DENIED CLAIMS........................................17

9.4     LEGAL ACTION...................................................18

9.5     DISCRETION OF COMMITTEE........................................18

ARTICLE X  MISCELLANEOUS...............................................19

10.1     ADOPTION BY AFFILIATES........................................19

10.2     ANTI-ASSIGNMENT RULE..........................................19

10.3     NO LEGAL OR EQUITABLE RIGHTS OR INTEREST......................19

10.4     NO EMPLOYMENT CONTRACT........................................19

10.5     HEADINGS......................................................19

10.6     INVALID OR UNENFORCEABLE PROVISIONS...........................19

10.7     GOVERNING LAW.................................................19






<PAGE>
                                    ARTICLE I

                           PURPOSE AND EFFECTIVE DATE

     1.1     Background.  Effective  October  1,  2002,  RPC,  Inc.,  a Delaware
             ----------
corporation  (the  "Company"), adopted the RPC Supplemental Retirement Plan (the
"Prior  Plan").

     1.2     Purpose  of Plan.  The Company hereby amends and restates the Prior
             ----------------
Plan, effective January 1, 2005 (the "Effective Date").  The purpose of the Plan
continues to be to provide Participants with an opportunity to defer the receipt
of a portion of their salary, bonus, and other specified cash compensation.  The
Plan is not intended to meet the qualification requirements of Section 401(a) of
the Code.  Rather, the Plan is intended to be treated as an unfunded arrangement
providing  deferred  compensation to eligible employees who are part of a select
group  of  management  or  highly  compensated  employees  within the meaning of
Sections  201,  301  and  401 of ERISA.  Thus, the Plan is intended to be exempt
from  the  requirements  of  Parts 2, 3 and 4 of Title I of ERISA as a "top hat"
plan,  and to be eligible for the alternative method of compliance for reporting
and  disclosure  which  is  available  for  such  plans.

     1.3     Tax  Compliance.  This Plan is intended to comply with Section 409A
             ---------------
of the Code and any regulatory and other guidance issued under such Section.  At
the time the provisions of this Plan were finalized prior to the January 1, 2005
effective  date, the Department of Treasury had not yet issued regulations under
Section  409A of the Code.  It is the Company's intention that any terms of this
Plan that conflict with such future guidance shall be null and void and that any
terms  that are missing from the Plan which such guidance would require the Plan
contain  to  comply  with  the requirements of Section 409A of the Code shall be
incorporated  into  the  Plan.  To  that  end, once such guidance is issued, the
Company  shall  conform the Plan to the requirements of Section 409A of the Code
and  the  regulations  and  other interpretive authority promulgated thereunder.

     1.4     Certain  Transitional  Matters.  Notwithstanding anything herein or
             ------------------------------
otherwise  to  the contrary, with respect to deferrals and Company Contributions
credited  to  Participants' Accounts for Deferral Periods prior to the Effective
Date,  and Deemed Investment earnings thereon (collectively, "Pre-Effective Date
Deferrals"):

          (a)     Such  Pre-Effective  Date  Deferrals  will  be  credited  to
Participants'  Retirement/Termination  Accounts.  No  In  Service  Distribution
elections  may  be  made  with  respect  to  Pre-Effective  Date  Deferrals; and

          (b)     No  changes  may  be  made  to  the  Payment  Schedule for any
Pre-Effective  Date  Deferrals  except  as  set  forth  in  Section 4.1(i).  For
avoidance  of  doubt, an election to change a Participant's Payment Schedule for
Pre-Effective  Date Deferrals to a single lump sum may not be made if, as of the
Effective Date, such Pre-Effective Date Deferrals would otherwise have been paid
in  installments  under  the  terms  of  the  Prior  Plan.

                                        1
<PAGE>

                                   ARTICLE II

                                   DEFINITIONS

     For  purposes  of  this  Plan,  the following terms shall have the meanings
indicated,  unless  the  context  clearly  indicates  otherwise:

     2.1     Account.  "Account"  means  a bookkeeping account maintained by the
             -------
Company  to  record  Participant  deferrals,  Company  Contributions,  Deemed
Investments,  distributions,  and  such  other transactions, if any, that may be
required  to  administer  the  Plan.  An  Account  shall be utilized solely as a
device  to  determine the value of the deferrals and Company Contributions to be
paid  to  a  Participant  under the Plan.  An Account shall not constitute or be
treated  as  an  escrow,  trust  fund,  or  any other type of funded account for
federal  income  tax  purposes,  or  for purposes of ERISA, and amounts credited
thereto  shall  not be considered "plan assets" for federal income tax purposes,
or  for  purposes  of  ERISA.

     2.2     Account  Balance.  "Account  Balance"  means,  with  respect to the
             ----------------
Deferred  Compensation  Account or any component Account, the total value of all
the  Investment  Options  in  which  the  Participant  deferrals,  and  Company
Contributions,  have  been  Deemed  Invested  as of a specific date, taking into
account  the  value  of  all  distributions  from  the  Account.

     2.3     Allocation  Election.  "Allocation  Election"  means  a choice by a
             --------------------
Participant  of  one  or more Investment Options in which Participant deferrals,
Company  Contributions  and/or existing Account Balances are Deemed Invested for
purposes  of  determining  the  value  of  a  particular  Account.

     2.4     Annual  Valuation  Date.  "Annual  Valuation  Date"  means  the
             -----------------------
anniversary  of  the  Termination  Valuation  Date  or In Service Valuation Date
utilized  to  determine  the  amount  of  an  annual  installment  payment.

     2.5     Beneficiary.  "Beneficiary"  means the person, or persons or entity
             -----------
designated  by  a  Participant  in  accordance  with  Section 4.5 to receive the
benefits  to  which  a Beneficiary is entitled pursuant to the provisions of the
Plan.

     2.6     Change  in  Control.  "Change  in  Control"  means  a change in the
             -------------------
ownership or effective control of the Company, or the ownership of a substantial
portion  of  the  assets  of  the  Company,  as  defined by the Secretary of the
Treasury  in  regulations  to  be  issued  under  Section  409A  of  the  Code.

     2.7     Code.  "Code"  means  the Internal Revenue Code of 1986, as amended
             ----
from  time  to  time.

     2.8     Committee.  "Committee"  means a committee of at least two officers
             ---------
and/or  directors  of the Company appointed by the Compensation Committee of the
Board of Directors of the Company, each of whom shall serve until the earlier of
Termination  of  Employment  or appointment of a replacement by the Compensation
Committee.

     2.9     Company.  "Company"  means  RPC,  Inc.,  a  Delaware  corporation.
             -------

                                        2
<PAGE>

     2.10     Company  Contributions.  "Company  Contributions"  means  Enhanced
              ----------------------
Benefit  Contributions  and  discretionary  Company  Contributions  pursuant  to
Section  4.3(b)  made  with  respect  to  a  Participant.

     2.11     Compensation.  "Compensation"  means,  for  purposes of this Plan,
              ------------
base  salary  (including  any deferred salary under a Code Section 401(k) or 125
plan),  bonus,  commission,  and  such  other  cash or equity-based compensation
approved  by  the  Committee  as  Compensation  for  purposes  of  this  Plan.

     2.12     Compensation  Deferral  Agreement.  "Compensation  Deferral
              ---------------------------------
Agreement"  means  the  written  deferral  election  form  furnished by the Plan
Administrator,  or  the screen or screens on the Participant website approved by
the  Plan  Administrator,  on  which  a Participant agrees to participate in the
Plan,  be  bound  by  the  provisions  of the Plan document, and elects: (a) the
amount and type of Compensation to be deferred beginning on the first day of the
Deferral  Period;  (b)  any  In Service Distribution Dates for that year's, or a
portion  of  that  year's, deferrals; and (c) the Participant's Payment Schedule
election  for  the  Retirement/Termination  Benefit  and  for  In  Service
Distributions;  provided,  however, that the Compensation Deferral Agreement may
not  change an existing Payment Schedule election except to the extent permitted
by  Sections  4.1(i)  and  4.2(c).

     2.13     Death  Benefit.  "Death Benefit" means a distribution of the total
              --------------
amount of the Participant's Deferred Compensation Account Balance, including any
remaining unpaid In Service Account Balances, to the Participant's Beneficiaries
in  accordance  with  Section  5.6.

     2.14     Deemed  Investment.  A  "Deemed Investment" (or "Deemed Invested")
              ------------------
means  the  conversion  of  a dollar amount of deferred Compensation and Company
Contributions (if any) credited to a Participant's Deferred Compensation Account
into  notional  shares  or units of ownership (or a fraction of such measures of
ownership,  if applicable) of a security (e.g., mutual fund or other investment)
in  accordance  with  the  Investment  Options selected by the Participant.  The
conversion shall occur as if shares (or units) of the designated investment were
being  purchased  (or sold, as the case may be), at the purchase price as of the
close  of  business  on  the  day  on  which  the  Deemed  Investment  occurs.
Notwithstanding  the foregoing, at no time shall a Participant have or be deemed
to  have  any  real  or beneficial ownership in the actual security to which the
Investment  Option  refers,  irrespective of whether such a Deemed Investment is
mirrored by an actual identical investment by the Company or a trustee acting on
behalf  of  the  Company.

     2.15     Deferral  Period.  "Deferral Period" means the period over which a
              ----------------
Participant  has  elected  to  defer a portion of his or her Compensation.  Each
calendar  year  shall  be  a separate Deferral Period.  However, for the initial
Deferral  Period  under  the  Plan  for  a newly-eligible employee, the Deferral
Period  shall be the portion of the calendar year following timely submission of
a  Compensation  Deferral  Agreement  to  the  Plan  Administrator.

                                        3
<PAGE>

     2.16     Deferred  Compensation  Account.  "Deferred  Compensation Account"
              -------------------------------
means  the  Account  that  records  the  total  liability  of the Company to the
Participant  at  any  point  in  time, and includes all In Service Accounts, the
Retirement/Termination  Account,  and  any  other Account maintained by the Plan
Administrator  (e.g., a separate Company Contribution Account) to administer the
Plan.

     2.17     Disability.  "Disability"  means  that a Participant is (i) unable
              ----------
to  engage  in  any  substantial  gainful  activity  by  reason of any medically
determinable  physical  or  mental impairment which can be expected to result in
death  or  can  be  expected to last for a continuous period of not less than 12
months,  or  (ii) is, by reason of any medically determinable physical or mental
impairment which can be expected to result in death or be expected to last for a
continuous  period  of  not  less  than  12 months, receiving income replacement
benefits for a period of not less than three months under an accident and health
plan  covering  employees  of  the  Participant's  employer.

     2.18     Disability  Benefit.  "Disability  Benefit"  means  payment by the
              -------------------
Company  or  Participating  Employer  of the Participant's Deferred Compensation
Account  Balance,  including  all  unpaid  In  Service  Account Balances, to the
Participant  in accordance with the Participant's Retirement/Termination Benefit
Payment  Schedule  election.

     2.19     Eligible  Employee.  "Eligible  Employee" means an Employee who is
              ------------------
part  of  a  select  group  of management or highly compensated employees of the
Company  (which  also  includes for this purpose its subsidiaries and affiliated
companies)  within  the  meaning  of Sections 201(2), 301(a)(3) and 401(a)(1) of
ERISA,  and  who  is  selected  by  the  Committee to participate in the Plan in
accordance  with  Section  3.1(a).

     2.20     Employee.  "Employee"  means  a full-time salaried employee of the
              --------
Company  or  a  Participating  Employer.

     2.21     Enhanced  Benefit  Contribution.  "Enhanced  Benefit Contribution"
              -------------------------------
means  an annual Company Contribution in the amounts and to the Participants set
forth  on  Exhibit  A  if  certain requirements of Section 4.3(a) are satisfied.
           ----------

     2.22     ERISA.  "ERISA"  means the Employee Retirement Income Security Act
              -----
of  1974,  as  amended  from  time  to  time.

     2.23     In  Service  Distribution.  "In  Service  Distribution"  means  a
              -------------------------
payment  by the Company or a Participating Employer to the Participant following
a  date  selected  by  the  Participant  (such date, an "In Service Distribution
Date")  of  the  amount  represented  by  the  Account Balance in the In Service
Account  pertaining  to  that  In  Service  Distribution  Date.  In  Service
Distributions  shall  be  made  in  accordance  with  a Participant's In Service
Distribution  Payment  Schedule  election.

     2.24     In Service Account.  "In Service Account" means a separate Account
              ------------------
created  when  a Participant elects a new In Service Distribution Date (i.e., an
In Service Distribution Date for which an Account has not been established) with
respect  to  a  portion,  or  all,  of  his  or  her  deferred  Compensation.

                                        4
<PAGE>


     2.25     In  Service  Distribution  Date.  "In  Service  Distribution Date"
              -------------------------------
means  the  date  selected  by  the  Participant  following which the In Service
Distribution Account Balance is distributed in accordance with the Participant's
In  Service  Distribution  Payment  Schedule  election.

     2.26     In  Service Valuation Date.  "In Service Valuation Date" means the
              --------------------------
last  day of the calendar month in which the In Service Distribution Date falls.

     2.27     Investment  Option.  "Investment Option" means a notional share or
              ------------------
unit  of  ownership  (or  a  fraction  of  any  of such measure of ownership, as
applicable) of a security representing an investment in a third-party investment
vehicle,  including  (without  limitation)  a  mutual  fund,  stock,  or  other
investment  approved  by the Committee to be used to determine Deemed Investment
earnings  (positive  or negative) on amounts credited to Participants' Accounts.
No  Participant  shall  have  a  real or beneficial ownership in the security or
other  investment  represented  by  the  Investment Option.  Notwithstanding the
foregoing,  in  no event may an Investment Option be common stock in the Company
or  any  of  its  affiliates.

     2.28     Participant.  "Participant"  means  an  Eligible Employee who: (a)
              -----------
has  elected to defer Compensation in accordance with the Plan in any Plan Year;
(b)  has received (or is entitled to receive) a Company Contribution; or (c) has
an  Account  Balance  in  his  or her Deferred Compensation Account greater than
zero.  A  Participant's continued participation in the Plan shall be governed by
Section  3.2  of  the  Plan.

     2.29     Participating  Employer.  "Participating  Employer"  means  a
              -----------------------
subsidiary  or  affiliate  of the Company that has adopted the Plan for Eligible
Employees  that  it  employs  and  that  assumes  responsibility  for payment of
benefits  to its Participant Employees in accordance with the terms of the Plan.
As  of  the  date hereof, Participating Employers include CUDD Pressure Control,
Inc.,  Patterson Services, Inc., and Bronco Oilfield Services, Inc.  "Employers"
shall  mean  the  Company  and  all  Participating Employers when the context so
requires.

     2.30     Payment  Schedule.  "Payment Schedule" means the method and timing
              -----------------
of  a distribution (e.g., single lump sum or installment payments) as elected by
the  Participant  for distributions that permit Payment Schedule elections under
the  Plan.

     2.31     Performance-Based  Compensation.  "Performance-Based Compensation"
              -------------------------------
means Compensation that is based on services performed over a period of at least
12  months  and is contingent on the satisfaction of pre-established performance
criteria  that  is  not  readily  ascertainable at the time of the Participant's
deferral  election,  as  determined  by the Committee in accordance with Section
409A  of  the  Code  and  the  regulation  and other guidance issued thereunder.

     2.32     Plan.  "Plan" means the RPC, Inc. Supplemental Retirement Plan, as
              ----
documented  herein  and  as  may  be  amended  from  time  to  time  hereafter.

     2.33     Plan  Administrator.  "Plan  Administrator"  means  one  or  more
              -------------------
persons  appointed  by the Committee who are responsible for such record keeping
and  other  administrative  responsibilities  assigned to the Plan Administrator
pursuant  to  the  Plan  and/or  delegated  to  it  by  the  Committee.

                                        5
<PAGE>


     2.34     Plan  Year.  "Plan  Year"  means  January  1  through December 31.
              ----------

     2.35     Retirement/Termination  Benefit.  "Retirement/Termination Benefit"
              -------------------------------
means  a  payment  by the Company or Participating Employer of the Participant's
Deferred  Compensation  Account Balance, including all unpaid In Service Account
balances,  to  the  Participant  in  accordance  with  the Participant's Payment
Schedule  election  or  as  otherwise  specified  in  Article  V  of  the  Plan.

     2.36     Retirement/Termination  Account.  "Retirement/Termination Account"
              -------------------------------
means  that  portion  of  the  Deferred Compensation Account not allocated to In
Service  Accounts.

     2.37     Termination  of  Employment.  "Termination  of  Employment"  means
              ---------------------------
separation  from service with the Company (or the Participating Employer that is
the  Participant's employer), for any reason.  The foregoing notwithstanding, if
a  Participant  transfers  to  the  employ  of  a Participating Employer (or the
Company)  after  terminating  employment with another Participating Employer (or
the  Company), no Termination of Employment shall be deemed to have occurred for
purposes  of  this  Plan.

     2.38     Termination  Valuation  Date.  "Termination  Valuation Date" means
              ----------------------------
the  last  day  of the calendar month in which Termination of Employment occurs;
provided,  however,  if  a Participant is a "specified employee" for purposes of
Section  409A(a)(2)(B)(i) of the Code on the date that Termination of Employment
occurs, then the Termination Valuation Date shall mean the last day of the month
that  is  at  least  six  months  after  the date that Termination of Employment
occurs.

     2.39     Unforeseeable Emergency.  "Unforeseeable Emergency" means a severe
              -----------------------
financial  hardship  to the Participant resulting from an illness or accident of
the Participant, the Participant's spouse, or a dependent (as defined in Section
152(a)  of  the Code) of the Participant, loss of the Participant's property due
to  casualty,  or  other  similar  extraordinary and unforeseeable circumstances
arising  as  a result of events beyond the control of the Participant.  The term
"Unforeseeable  Emergency"  shall  be interpreted for purposes of this Plan in a
manner consistent with Section 409A(a)(2)(B)(ii) of the Code and the regulations
and  other  guidance  issued  thereunder.

                                   ARTICLE III

                          ELIGIBILITY AND PARTICIPATION

     3.1     Eligibility  and  Participation.
             -------------------------------

     (a)     Eligibility.  The  Committee  shall  determine,  in  its  sole
             -----------
discretion,  those  Employees  who  will be eligible to participate in the Plan.

     (b)     Participation.  An  Eligible  Employee  may elect to participate in
             -------------
this  Plan  with  respect  to  any  Deferral Period by submitting a Compensation
Deferral  Agreement  to the Plan Administrator, prior to the date established by
the  Plan  Administrator, in the calendar year immediately prior to the Deferral
Period.

                                        6
<PAGE>


     (c)     Partial  Year Participation.  If an Employee first becomes eligible
             ---------------------------
to participate during a calendar year, a Compensation Deferral Agreement must be
submitted  to the Plan Administrator no later than 30 days following the date on
which  the Employee was notified of the Employee's eligibility to participate in
accordance  with  Section  3.4.  Such  Compensation  Deferral Agreement shall be
effective  only  with  regard  to  Compensation  for  services  to  be performed
subsequent  to  the  receipt  of the Compensation Deferral Agreement by the Plan
Administrator.

     3.2  Duration.  Once  an Employee becomes a Participant, the Employee shall
          ---------
continue  to  be  a  Participant  so  long  as  he or she is entitled to receive
benefits  hereunder,  notwithstanding  any subsequent Termination of Employment;
provided,  however,  that  a  Participant  who  has experienced a Termination of
Employment  shall  not  be  allowed  to make future deferrals or to have Company
Contributions  credited  to  his or her Deferred Compensation Account under this
Plan.

     3.3  Revocation  of Future Participation. Notwithstanding the provisions of
          -----------------------------------
Section  3.2,  but  subject  to  Section 409A of the Code and the regulation and
other  guidance  issued  thereunder, the Committee may revoke such Participant's
eligibility  to  make future deferrals under this Plan. Such revocation will not
affect  in  any  manner  a  Participant's Deferred Compensation Account or other
terms of this Plan.

     3.4 Notification. Each Employee who becomes eligible to participate in this
         ------------
Plan  shall  be  notified by the Plan Administrator of his or her eligibility to
participate and be given an opportunity to make deferral elections hereunder.

                                   ARTICLE IV

   DEFERRAL ELECTIONS, COMPANY CONTRIBUTIONS AND PARTICIPANT ACCOUNT VALUATION

     4.1     Deferral Elections.
             ------------------

     (a)     Deferral  elections  shall  be made by completing and submitting to
the Plan Administrator the Compensation Deferral Agreement (or by completing and
electronically  submitting  the  deferral  election  screen  on  the Participant
website, when available).  Deferral elections pertaining to base salary shall be
made  during  a single annual enrollment period which shall end prior to the end
of  the calendar year preceding the year in which the services will be performed
or in such other time and manner that complies with Section 409A of the Code and
any  regulatory  or  other  guidance  issued thereunder.  Deferral elections for
Performance-Based  Compensation  shall be made no later than six months prior to
the  end of the period over which performance is evaluated in order to determine
the  amount  of  the bonus.  Unless otherwise determined by the Committee in its
sole  discretion  in  accordance  with  Section  409A  of the Code and published
guidance  relating  thereto, deferral elections pertaining to other Compensation
shall  be  made  no  later  than  the  close  of  the calendar year prior to the
beginning  of  the  period  during  which  services  are performed for which the
Compensation  is  paid.

                                        7
<PAGE>

     (b)     Notwithstanding  the  foregoing,  a  newly  Eligible  Employee  who
becomes  eligible  to  be a Participant during any Plan Year may, in the initial
year  of  eligibility only, make deferral elections with respect to Compensation
which  will  be  earned  during the balance of the Deferral Period in accordance
with  Section  3.1(c).

     (c)     Deferral  elections  shall  be  effective  for  an  entire Deferral
Period, and shall remain in effect from Deferral Period to Deferral Period until
modified  or  revoked  by  the Participant by delivering a Compensation Deferral
Agreement  to  the Plan Administrator (or by making the appropriate elections on
the Participant website screen) prior to the end of an annual enrollment period.
Such  modification  or revocation shall become effective on the first day of the
Deferral  Period  following  the  calendar  year  in  which  the modification or
revocation  was  made.

     (d)     A  deferral  election shall designate the amount of Compensation to
be  deferred  during  the  Deferral Period either in a dollar amount or in whole
percentages.  Separate  deferral  elections  may  be  made for each component of
Compensation.  Deferral  elections will be subject to the following limitations:
(i)  for  base  salary,  the  maximum  deferral percentage will be 25%, (ii) for
bonuses  and commissions, the maximum deferral percentage will be 50%, and (iii)
the  maximum  dollar  amount  of  permissible deferrals in any Plan Year for the
combination  of  base  salary,  bonus and commission deferrals will be $500,000.

     (e)     The foregoing paragraphs under this Section 4.1 notwithstanding, if
a  Participant's  deferral  election  results  in  insufficient  non-deferred
Compensation  from  which  to  withhold  taxes  and/or  welfare  benefit  plan
obligations  in  accordance  with  applicable law and welfare plan participation
agreements,  the  deferral  election  shall be reduced as necessary to allow the
Company  to  satisfy  tax  withholding  requirements  and  welfare  benefit plan
obligations  incurred  by  the  Participant.

     (f)     All  deferrals  will  be  credited  to  the appropriate Account and
Deemed Investments will be made in the investments represented by the Investment
Options  selected by the Participant as of the close of business on the Deferral
Date, or as otherwise provided by the Committee.  For base salary, the "Deferral
Date"  means  each  payday  during the Deferral Period.  For other components of
Compensation  (e.g., commissions or bonuses), the "Deferral Date" means the date
such  component  of  Compensation  is  (or  would  otherwise  be)  paid.

     (g)     A  deferral  election will be irrevocable except that the Committee
may  permit  a Participant to reduce the amount deferred, or waive the remainder
of  the  deferral election, upon a finding, in its sole and absolute discretion,
that  the Participant has suffered an Unforeseeable Emergency.  If the Committee
grants  the  application,  the  Participant  will  not  be allowed to make a new
deferral  election  for  the  remainder  of  the  Deferral  Period  in which the
reduction  or  waiver of the deferral election occurs and the following Deferral
Period.  Any  resumption of the Participant's deferrals will be made only at the
election  of  the  Participant  in  accordance  with  this  Article  IV.

     (h)     The Compensation Deferral Agreement (or Participant website screen)
shall  indicate  the  Participant's  election  of  a  Payment  Schedule  for  a
Participant's  Retirement/Termination  Benefit.  Permissible  Payment  Schedule
elections for the Retirement/Termination Benefit include: (i) a portion, or all,
in  a  single lump sum payable as soon as administratively practicable following
the Termination Valuation Date; and (ii) the balance (if any) in up to 10 annual
installment  payments  payable  at  the  time  described  in  Section

                                        8
<PAGE>
5.3.  An  election  of  a  Retirement/Termination Benefit Payment Schedule shall
pertain  to the entire Retirement/Termination Benefit Account Balance; provided,
however,  that  the  Compensation  Deferral Agreement may not change an existing
Payment  Schedule  election  except  to  the  extent permitted by Section 4.1(i)
below.  To  the extent permitted by Section 409A of the Code and regulations and
other  guidance  issued  thereunder,  a Participant may elect a separate Payment
Schedule  for  Retirement/Termination  Benefits  following  a Change in Control.

     (i)     No  changes  may  be made to a Participant's Retirement/Termination
Payment  Schedule  election unless: (i) such election is made at least 13 months
prior  to  the Participant's date of Termination of Employment; (ii) such change
does  not  accelerate  previously  elected  payments  (e.g.,  does  not  shorten
installment  periods or change installment payments to lump sum payments), (iii)
the  first  payment with respect to which such election is made is not less than
five  years  from  the date such payment would otherwise have been made and (iv)
such change fully complies with Section 409A of the Code and the regulations and
other  guidance  issued  thereunder.  Any  change  to  a  Participant's
Retirement/Termination Payment Schedule election shall be made on a Compensation
Deferral  Agreement or by following such procedures regarding changes to Payment
Schedule  elections  on  the  Participant  website,  when  available.

     (j)      Any Payment Schedule election made within 13 months of Termination
of  Employment  shall  be  null  and  void, and the most recent payment schedule
election  which  is  dated at least 13 months prior to Termination of Employment
shall  be  deemed  to  be  in effect.  In the event a Participant has not made a
valid Payment Schedule election, the Retirement/Termination Benefit will be paid
in  a  single  lump  sum.

     (k)     Amounts  credited to a Participant's Retirement/Termination Account
shall  at  all times remain credited to the Participant's Retirement/Termination
Account  until  distributed to the Participant or the Participant's Beneficiary.
Amounts  credited  to  a Participant's Retirement/Termination Account may not be
credited  or  reallocated  to an In Service Account established on behalf of the
Participant.

     4.2     In  Service  Distribution  Date  Election.
             -----------------------------------------

     (a)     A  Participant  will be allowed to elect on his or her Compensation
Deferral  Agreement  (or  Participant  website  screen)  one  or more In Service
Distribution Dates relating to all or a portion of the deferred Compensation for
that  Deferral Period. The Plan Administrator shall create an In Service Account
for  each  separate  In  Service Distribution Date. If an In Service Account has
already  been  established  for the In Service Distribution Date selected by the
Participant,  such  portion  of  deferred  Compensation shall be credited to the
existing  In  Service  Account.

(b)     A Participant may maintain no more than three In Service Accounts at any
time.

(c)     No  change  (including  a  cancellation)  may  be  made to an In Service
Distribution  Date  unless:  (i) the date the change of election is submitted to
the  Plan  Administrator  is  at  least  13  months  prior  to  the  In  Service
Distribution  Date  intended  to  be  changed;  (ii)  the resulting distribution
commencement  date  is  no  less  than  five  full  years  from  the  In Service
Distribution  Date  being  extended; and (iii) such In Service Distribution Date

                                        9
<PAGE>

change (or cancellation) otherwise complies in all respects with Section 409A of
the  Code  and  the  regulations  and  other  guidance  issued  thereunder.
Notwithstanding  anything  herein  or  otherwise  to  the  contrary,  In Service
Distribution Dates may not be accelerated.  An change (including a cancellation)
to an In Service Distribution Date must be made by submitting a new Compensation
Deferral  Agreement  or  such  other  form  as  may  be provided for by the Plan
Administrator  for  In  Service  Distribution Date changes (or by completing and
electronically  submitting  the  appropriate  screen on the Participant website,
when  available).  If  a  new  In  Service  Distribution  Date corresponds to an
existing  In Service Distribution Date, the In Service Accounts will be combined
into  one  In  Service  Account.  A  change  or  cancellation  to  an In Service
Distribution  Date  must  be  made with respect to the entire In Service Account
Balance.  A  change  or  cancellation  will  not  affect  other  In  Service
Distributions  or  the Participant's ability to make new In Service Distribution
elections  with  respect  to  future deferrals as long as the total number of In
Service  Distribution  Dates  does  not  exceed  three.

     (d)     Any  portion  of  a  deferral  not  credited  to  an  In  Service
Distribution  Account  will  be  credited to the Retirement/Termination Account.

     (e)  The  Compensation  Deferral  Agreement  shall  also  indicate  the
Participant's  Payment  Schedule election for each In Service Distribution Date.
Permissible  Payment  Schedules  for  In Service Distributions are: (i) a single
lump sum or (ii) from two to five annual installment payments.

     (f)     No  changes  may  be  made  to  a  Participant's In Service Payment
Schedule  election unless: (i) such election is made at least 13 months prior to
the  In  Service  Distribution  Date  being  changed;  (ii) such change does not
accelerate  previously  elected  payments  (e.g.,  does  not shorten installment
periods  or  change  installment payments to lump sum payments), (iii) the first
payment  with respect to which such election is made is not less than five years
from  the  date such payment would otherwise have been made and (iv) such change
fully  complies  with  Section  409A  of  the Code and the regulations and other
guidance  issued  thereunder.  Any  change to a Participant's In Service Payment
Schedule  election  shall  be  made  on  a Compensation Deferral Agreement or by
following such procedures regarding changes to Payment Schedule elections on the
Participant  website,  when  available.

     4.3     Company  Contributions  and  Vesting.
             ------------------------------------

     (a)     Enhanced Benefit Contribution.  Certain Participants, identified on
             -----------------------------
Exhibit  A,  are eligible for the Enhanced Benefit Contribution.  Beginning with
----------
the  2005 Plan Year and each Plan Year thereafter through and including the 2008
Plan  Year,  the  Company  may,  in  its  sole discretion, credit to an eligible
Participant's  Retirement/Termination  Account the amount indicated on Exhibit A
                                                                       ---------
provided  that such Participant is still employed by his or her Employer through
the  last  day of the applicable Plan Year.  Such contribution (if made) will be
effective  on the last day of the applicable Plan Year.  If a Participant who is
eligible  for the Enhanced Benefit Contribution terminates employment before the
last  day  of  any  Plan Year, the Enhanced Benefit Contribution amount shall be
zero.  Enhanced  Benefit  Contributions  are  100%  vested.

     (b)     Company  Discretionary  Contributions.  In addition to the Enhanced
             -------------------------------------
Benefit  Contribution  in Section 4.3(a) above, the Company may, in its sole and
absolute  discretion,  make  discretionary  Company Contributions to one or more
Participants.

                                       10
<PAGE>
Discretionary  Company Contributions shall be credited at such times and in such
amounts  as  the  Company  in its sole discretion shall determine to an eligible
Participant's  Retirement/Termination  Account.  The  Company  shall  have  no
obligation  to make discretionary Company Contributions pursuant to this Section
4.3(b).  Each  discretionary  Company  Contribution,  and  the Deemed Investment
earnings  thereon,  shall  be  subject  to a vesting schedule established by the
Company  and  communicated  by the Plan Administrator to the Participant.  If no
vesting  schedule  has  been  communicated  to  a  Participant with respect to a
discretionary  Company  Contribution  pursuant  to  this  Section  4.3(b),  such
discretionary  Company  Contribution  shall  vest  at  the  end of the Plan Year
following  the Plan Year during which the discretionary Company Contribution was
credited  to  the  Participant's  Account.

     (c)     Deemed  Investments  of  Company Contributions shall be made in the
same manner as for deferrals as described in Section 4.4 on the date the Company
Contribution  is  credited  to  the  Participant's  Account.

     4.4     Allocation  Elections  and  Valuation  of  Accounts.
             ---------------------------------------------------

     (a)     A  Participant  shall  be  allowed to select one or more Investment
Options  from  a  list provided by the Committee.  The initial election shall be
made  on  the  Allocation Election form approved by the Committee (or Allocation
Election  screen on the Participant website approved by the Committee) and shall
specify the allocations among the Investment Options selected. A Participant may
make  different Allocation Elections for each Account.  A Participant's Accounts
shall  be  valued  as  the  sum of the value of all Deemed Investments minus any
withdrawals or distributions from the relevant Account. Investment Options shall
be  utilized  to  determine  the  value  of an Account.  Elections of Investment
Options do not represent actual ownership of, nor ownership rights in or to, the
securities  or  other  investments to which the Investment Options refer, nor is
the  Company  in  any  way  bound  or  directed  to  make  actual  investments
corresponding  to  Deemed  Investments.

     (b)     The Committee, in its sole discretion, shall be permitted to add or
remove  Investment  Options  provided  that  any  such  additions or removals of
Investment  Options  shall  not be effective with respect to any period prior to
the  effective date of such change. Any unallocated portion of an Account or any
unallocated  portion  of new deferrals shall be Deemed Invested in an Investment
Option  referring  to  a  money  market  based  fund.

     (c) A Participant may make a new Allocation Election with respect to future
deferrals  or  current  Account  Balances  (or  both),  provided  that  such new
allocations  shall  be  in  increments  of  1%  and  apply to the entire Account
Balance.  Subject  to restrictions on the timing and number of permitted changes
to  Allocation  Elections  within  certain  time  periods  established  by  the
Committee,  new  Allocation  Elections may be made on any business day, and will
become  effective  on  the  first business following the date the new Allocation
Election is requested by the Participant.

     (d) Notwithstanding anything herein to the contrary, the Company shall have
the  sole  and exclusive authority to invest any or all amounts set aside to pay
benefits hereunder, regardless of any Allocation Elections by any Participant. A
Participant's  Allocation  Election  shall  be  used  solely  for  purposes  of
determining the value of his or her Accounts and the Company's obligation to the
Participant pursuant to this Plan.

                                       11
<PAGE>


4.5     Beneficiary  Designation.
        ------------------------

     (a)     Subject  to  Section 4.5(c), each Participant shall have the right,
at  any time, to designate one or more persons or an entity as Beneficiary (both
primary as well as secondary) to whom benefits under this Plan are to be paid in
the  event  of  such  Participant's  death prior to complete distribution of the
Participant's Accounts.  Each beneficiary designation shall be in a written form
prescribed by the Plan Administrator and shall be effective only when filed with
the  Plan  Administrator  during  the  Participant's  lifetime.

     (b)     Subject  to Section 4.5(c), any Beneficiary designation, other than
a Participant's spouse, may be changed by the Participant without the consent of
the  previously  named  Beneficiary by filing a new Beneficiary designation form
with the Plan Administrator.  The filing of a new properly-completed Beneficiary
designation  shall  cancel  all  Beneficiary  designations  previously  made.

     (c)     If  the  Participant  resides  in  a  community property state, any
Beneficiary  designation  shall  be  valid  or effective only as permitted under
applicable  law.

     (d)  If  a  Participant  fails  to  designate  a  Beneficiary in the manner
provided  in  Section  4.5(a)  above  and  subject  to  Section  4.5(c),  if the
Beneficiary  designation is void, or if the Beneficiary designated by a deceased
Participant  dies  before the Participant or before complete distribution of the
Participant's Accounts, the Participant's Beneficiary shall be the person in the
first of the following classes in which there is a survivor:

     (i)     The  Participant's  spouse;

     (ii)     The  Participant's children in equal shares, except that if any of
the  children  predeceases the Participant but leaves issue surviving, then such
issue  shall  take,  by right of representation, the share the parent would have
taken  if  then  living;  or

     (iii)     The  Participant's  estate.

                                    ARTICLE V

                          DISTRIBUTIONS AND WITHDRAWALS

     5.1     In  Service  Distributions.  Subject to the requirements of Section
             --------------------------
409A  of  the  Code:

     (a)     Each  In  Service Distribution shall be paid in accordance with the
Payment  Schedule  election  made  with  respect  thereto,  beginning as soon as
administratively  practicable  following  the  In Service Distribution Valuation
Date.  In  the  event  a  Participant has elected installment payments for an In
Service  Distribution, the installment payments shall be determined as set forth
in  Section  5.4.

                                       12
<PAGE>

     (b)     Notwithstanding  a  Participant's election to receive an In Service
Distribution,  all In Service Account Balances shall be distributable as part of
a  Retirement/Termination,  Disability,  or Death Benefit if the triggering date
for  such  Benefit  occurs  prior  to  the  completion  of  payments  elected in
connection  with  any  In  Service  Distribution  Date.

     5.2     Retirement/Termination  Benefit  Distribution.  Subject  to  the
             ---------------------------------------------
requirements  of  Section  409A  of  the  Code,  in the event that a Participant
experiences a Termination of Employment, the Retirement/Termination Benefit will
be  paid  to  such  Participant  in  accordance  with  such  Participant's
Retirement/Termination  Benefit  Payment  Schedule  election.  The
Retirement/Termination Benefit will be paid (or the first payment will commence)
by  the  Company  or  the  Participating  Employer  as  soon as administratively
practicable  following  the  Termination  Valuation  Date.

     5.3     Installment  Payments.  If  the Participant has elected installment
             ---------------------
payments  for  his  or  her  Participant's  Retirement/Termination  Benefit
distribution  or  an  In Service Distribution, annual cash payments will be made
beginning  as  soon  as  administratively  practicable  following the applicable
Valuation  Date  (Termination  or In Service) or, in the event of a partial lump
sum  election,  following  the first anniversary of the partial lump sum payment
made  following Termination of Employment. Such payments shall continue annually
on or about the anniversary of the previous installment payment until the number
of  installment  payments  elected has been paid. The installment payment amount
shall  be  determined  annually as the result of a calculation, performed on the
Annual  Valuation  Date,  where  (i)  is  divided  by  (ii):

     (i)  equals  the  value  of  the applicable Account on the Annual Valuation
Date; and

     (ii) equals the remaining number of installment payments.

     5.4     Small  Account  Balance Lump Sum Payment.  Anything to the contrary
             ----------------------------------------
in  this Plan notwithstanding, in the event that a Participant's Account Balance
is  less  than  $10,000  on  the  initial Termination or In Service Distribution
Valuation  Date,  the In Service Distribution or Retirement/Termination Benefit,
as  applicable,  shall  be  paid  in  a  single lump sum and any form of payment
election  to  the  contrary  shall  be  null  and  void.

     5.5          Disability  Benefit.  In  the  event  a  Participant suffers a
                  -------------------
Disability, the Disability Benefit shall be paid by the Company or Participating
Employer  as  soon as administratively practicable following the Valuation Date,
which,  for purposes of the Disability Benefit, shall be the end of the month in
which  the  onset  of  Disability  occurs.

     5.6     Death Benefit.  In the event of a Participant's death either before
             -------------
Termination  of  Employment  or  before  complete distribution of any In Service
Distribution  or  Retirement/Termination Benefit, such Participant's Beneficiary
shall  be  paid  a  Death  Benefit  in  the  amount  of  the  remaining Deferred
Compensation  Account  Balance  in  a  single  lump  sum  as soon as practicable
following  the  end  of the month in which the Participant's death occurred. The
Valuation  Date  for purposes of determining the Death Benefit shall be the last
day  of  the  month  in  which  the  Participant's  death  occurs.

                                       13
<PAGE>

     5.7     Unforeseeable  Emergency.  A Participant may request, in writing to
             ------------------------
the  Plan  Administrator,  a  withdrawal  from  his or her Deferred Compensation
Account  if  the  Participant  experiences an Unforeseeable Emergency.  The Plan
Administrator, in its sole discretion, shall determine whether a Participant has
experienced  an  Unforeseeable  Emergency.  Withdrawals of amounts because of an
Unforeseeable  Emergency  are limited to the extent reasonably needed to satisfy
the emergency need, which cannot be met with other resources of the Participant.
The  amount of such Unforeseeable Emergency withdrawal shall be subtracted first
from  the  vested  portion  of  the Participant's Retirement/Termination Account
until  depleted  and  then  from  the  In Service Distribution Accounts (if any)
beginning  with  the  most  distant  distribution commencement date.  Values for
purposes  of administering this Section shall be determined on the date the Plan
Administrator  approves the amount of the Unforeseeable Emergency withdrawal, or
such  other  date  determined  by  the  Plan  Administrator.

     5.8     Court  Order.  Subject  to  restrictions imposed by Section 409A of
             ------------
the  Code,  if  any,  in  the  event  a court of competent jurisdiction orders a
distribution  of  part,  or  all, of a Participant's Account pursuant to a valid
judgment or court order, the Plan Administrator shall make a distribution to the
Participant  or  other  recipient  named  in  the judgment or court order in the
amount  necessary  to  satisfy  the  judgment  or  court  order.

     5.9     Change in Control.  To the extent permitted by regulations or other
             -----------------
guidance issued by the Secretary of the Treasury under Section 409A of the Code,
distributions  payable  as  a  result  of  Termination of Employment following a
Change in Control shall be paid pursuant to the Payment Schedule selected by the
Participant  in  his  or  her  Compensation  Deferral  Agreement.  For
Retirement/Termination  Benefit  distributions  following a Change in Control, a
Participant  may  select  any  of  the Payment Schedules available under Section
4.1(h).  This  Section  5.9  will  not  apply  until  such regulations (or other
applicable  guidance)  are  effective.

                                   ARTICLE VI

                                 ADMINISTRATION

     6.1     Plan  Administration.  This  Plan  shall  be  administered  by  the
             --------------------
Committee,  which  shall  have discretionary authority to make, amend, interpret
and enforce all appropriate rules and regulations for the administration of this
Plan  and  to utilize its discretion to decide or resolve any and all questions,
including  but  not  limited  to eligibility for benefits and interpretations of
this  Plan  and  its terms, as may arise in connection with the Plan. Claims for
benefits  shall  be filed with the Committee and resolved in accordance with the
claims  procedures  in  Article  IX.

     6.2  Withholding.  The  Employer  shall have the right to withhold from any
          -----------
payment made under the Plan (or any amount deferred under the Plan) any required
by law to be withheld in respect of such payment (or deferral). In addition, the
Employer  shall also have the right to withhold from other Compensation or other
amounts payable to the Participant, or require payment from the Participant, for
any taxes required by law to be withheld in respect of payments and/or deferrals
under the Plan.



     6.3  Indemnification.  The  Company  shall indemnify and hold harmless each
          -------------
employee,  officer, director, agent or organization, to whom or to which duties,
responsibilities,  and  authority with respect to administration of the Plan are
delegated,  against  all  claims,  liabilities,  fines  and  penalties,  and all
expenses  reasonably  incurred  by or imposed upon him, her or it (including but
not limited to reasonable attorney fees) which arise as a result of his, her or

                                       14
<PAGE>
its  actions  or  failure  to  act  in  connection  with  the  operation  and
administration  of  the  Plan to the extent lawfully allowable and to the extent
that  such  claim,  liability,  fine,  penalty,  or  expense  is not paid for by
liability  insurance  purchased or paid for by the Company.  Notwithstanding the
foregoing,  the  Company  shall not indemnify any person or organization if his,
her  or  its  actions  or  failure to act are due to gross negligence or willful
misconduct  or for any such amount incurred through any settlement or compromise
of  any  action  unless  the  Company  consents in writing to such settlement or
compromise.

     6.4 Expenses. The expenses of administering the Plan shall be paid by the
         --------
Company.

     6.5  Delegation  of  Authority.  In  the  administration  of this Plan, the
          ------------------------
Committee  may,  from  time  to  time,  employ  agents  (including  the  Plan
Administrator)  and  delegate to them such administrative duties as it sees fit,
and may from time to time consult with legal counsel who may be legal counsel to
the Company. To the extent that such responsibilities have been delegated to the
Plan  Administrator  by  the  Committee,  the Plan Administrator may also employ
agents  and  delegate to them such administrative duties as it sees fit, and may
from  time  to  time  consult with legal counsel who may be legal counsel to the
Company.

     6.6  Binding  Decisions or Actions. The decision or action of the Committee
          -----------------------------
in  respect  of  any  question  arising  out  of  or  in  connection  with  the
administration,  interpretation  and  application  of the Plan and the rules and
regulations  thereunder  shall  be  final  and  conclusive  and binding upon all
persons having any interest in the Plan.

                                   ARTICLE VII

                            AMENDMENT AND TERMINATION

     The  Plan  is  intended  to be permanent, but the Committee may at any time
modify, amend, or terminate the Plan, provided that such modification, amendment
or  termination  shall  not  cancel,  reduce,  or otherwise adversely affect the
amount  of benefits of any Participant accrued (and any form of payment elected)
as  of the date of any such modification, amendment, or termination, without the
consent  of  the  Participant.

                                  ARTICLE VIII

                                INFORMAL FUNDING

     8.1     General  Assets.  All  benefits  in  respect of a Participant under
             ---------------
this  Plan  shall  be paid directly from the general funds of the Employer, or a
"rabbi trust" created by the Company and funded by the Employers for the purpose
of  informally funding the Plan, and other than such rabbi trust, if created, no
special or separate fund shall be established and no other segregation of assets
shall  be  made  to  assure payment. No Participant, spouse or Beneficiary shall
have  any  right,  title  or interest whatever in or to any investments which an
Employer  may  make  to  aid  the  Employer in meeting its obligation hereunder.
Nothing  contained in this Plan, and no action taken pursuant to its provisions,
shall  create  or  be  construed  to  create a trust of any kind, or a fiduciary
relationship,  between  the  Employer  or  any if its subsidiaries or affiliated
companies  and  any Employee, Participant, spouse of an Employee or Participant,
or  Beneficiary.  To  the  extent  that  any  person acquires a right to receive
payments  from the Employer hereunder, such rights are no greater than the right
of  an  unsecured  general  creditor  of  the  Employer.

                                       15
<PAGE>

     8.2     Rabbi  Trust.  The Company may, at its sole discretion, establish a
             ------------
grantor  trust, commonly known as a "rabbi trust", as a vehicle for accumulating
the assets needed to pay the promised benefit, but the Company shall be under no
obligation  to  establish  any such trust or any other informal funding vehicle.
Any trust established hereunder shall comply with the applicable requirements of
Section  409A  of  the  Code  and  the  regulations  and  other  guidance issued
thereunder.

                                   ARTICLE IX

                                     CLAIMS

     9.1     Claim.  The  Committee  shall  establish rules and procedures to be
             -----
followed  by  Participants  and Beneficiaries in (a) filing claims for benefits,
and  (b)  furnishing  and  verifying  proofs necessary to establish the right to
benefits  in  accordance  with  this Plan, consistent with the remainder of this
Article  IX.  Such rules and regulations shall require that claims and proofs be
made  in  writing  and  directed  by  the  Committee.

     9.2  Filing a Claim. Any controversy or claim arising out of or relating to
          --------------
the  Plan  shall be filed with the Committee which shall make all determinations
concerning such claim. Any decision by the Committee denying such claim shall be
in  writing  and shall be delivered to the Participant or Beneficiary filing the
claim ("Claimant").

     (a)     In  General.  Notice of a denial of benefits (other than Disability
             -----------
benefits)  will  be  provided  within  90 days of the Committee's receipt of the
Claimant's  claim  for  benefits.  If  the  Committee  determines  that it needs
additional  time  to  review  the claim, the Committee will provide the Claimant
with  a notice of the extension before the end of the initial 90-day period. The
extension  will  not  be  more  than  90 days from the end of the initial 90-day
period  and  the notice of extension will explain the special circumstances that
require  the  extension  and  the  date by which the Committee expects to make a
decision.

     (b)  Disability  Benefits.  Notice of denial of Disability benefits will be
          --------------------
provided  within  45 days of the Committee's receipt of the Claimant's claim for
Disability  benefits.  If the Committee determines that it needs additional time
to  review  the Disability claim, the Committee will provide the Claimant with a
notice  of  the  extension  before  the end of the initial 45-day period. If the
Committee  determines  that a decision cannot be made within the first extension
period  due  to matters beyond the control of the Committee, the time period for
making  a  determination  may  be further extended for an additional 30 days. If
such  an  additional  extension  is  necessary,  the  Committee shall notify the
Claimant  prior to the expiration of the initial 30-day extension. Any notice of
extension  shall indicate the circumstances necessitating the extension of time,
the  date  by  which  the Committee expects to furnish a notice of decision, the
specific  standards  on  which  such  entitlement  to  a  benefit  is based, the
unresolved  issues  that  prevent  a  decision  on  the claim and any additional
information  needed  to  resolve  those  issues.  A  Claimant will be provided a
minimum  of  45  days  to  submit  any  necessary  additional information to the
Committee. In the event that a 30-day extension is necessary due to a Claimant's
failure  to  submit  information  necessary  to  decide  a claim, the period for
furnishing  a  notice  of  decision  shall  be tolled from the date on which the
notice  of  the  extension is sent to the Claimant until the earlier of the date
the  Claimant responds to the request for additional information or the response
deadline.

                                       16
<PAGE>


     (c)     Contents  of  Notice.  If  a  claim  for  benefits is completely or
             --------------------
partially  denied, notice of such denial shall be in writing and shall set forth
the  reasons  for  denial  in  plain  language.  The  notice  shall (i) cite the
pertinent  provisions  of the Plan document and (ii) explain, where appropriate,
how  the  Claimant  can  perfect  the  claim,  including  a  description  of any
additional  material or information necessary to complete the claim and why such
material  or  information  is  necessary. The claim denial also shall include an
explanation  of  the  claims review procedures and the time limits applicable to
such  procedures, including a statement of the Claimant's right to bring a civil
action  under  Section  502(a) of ERISA following an adverse decision on review.
In  the  case of a complete or partial denial of a Disability benefit claim, the
notice  shall  provide  a  statement  that  the  Committee  will  provide to the
Claimant,  upon  request  and  free  of  charge,  a  copy  of any internal rule,
guideline,  protocol,  or other similar criterion that was relied upon in making
the  decision.

     9.3     Appeal  of  Denied  Claims.  A  Claimant  whose  claim  has  been
             --------------------------
completely  or  partially denied shall be entitled to appeal the claim denial by
filing  a  written  appeal with the Committee.  A Claimant who timely requests a
review of the denied claim (or his or her authorized representative) may review,
upon  request  and  free  of  charge, copies of all documents, records and other
information  relevant  to the denial and may submit written comments, documents,
records  and  other  information  relevant  to  the claim to the Committee.  All
written  comments, documents, records, and other information shall be considered
"relevant"  if  the  information  (i)  was  relied  upon  in  making  a benefits
determination,  (ii)  was  submitted,  considered  or generated in the course of
making  a benefits decision regardless of whether it was relied upon to make the
decision,  or  (iii)  demonstrates  compliance with administrative processes and
safeguards  established  for making benefit decisions. The Committee may, in its
sole  discretion  and  if  it  deems  appropriate or necessary, decide to hold a
hearing  with  respect  to  the  claim  appeal.

     (a)     In  General.  Appeal of a denied benefits claim (other than a claim
             -----------
relating  to Disability Benefits) must be filed in writing with the Committee no
later  than  sixty  (60)  days after receipt of the written notification of such
claim denial.  The Committee shall make its decision regarding the merits of the
denied  claim within 60 days following receipt of the appeal (or within 120 days
after  such  receipt,  in a case where there are special circumstances requiring
extension  of  time  for reviewing the appealed claim).  If an extension of time
for  reviewing  the appeal is required because of special circumstances, written
notice  of  the  extension  shall  be  furnished  to  the  Claimant prior to the
commencement  of  the  extension.  The  notice  will  indicate  the  special
circumstances  requiring  the  extension  of  time  and  the  date  by which the
Committee  expects  to render the determination on review.  The review will take
into account comments, documents, records and other information submitted by the
Claimant  relating  to  the claim without regard to whether such information was
submitted  or  considered  in  the  initial  benefit  determination.

     (b)  Disability  Benefits.  Appeal of a denied claim relating to Disability
          --------------------
Benefits  must  be  filed  in  writing with the Committee no later than 180 days
after receipt of the written notification of such claim denial. The review shall
be  conducted  by  the  Committee  (exclusive of the person who made the initial
adverse decision or such person's subordinate). In

                                       17
<PAGE>
reviewing  the  appeal,  the  Committee  shall  (i)  not afford deference to the
initial  denial  of  the  claim,  (ii)  consult  a  medical professional who has
appropriate  training  and  experience  in the field of medicine relating to the
Claimant's  disability  and  who  was  neither  consulted as part of the initial
denial  nor  is the subordinate of such individual and (ii) identify the medical
or  vocational  experts  whose  advice  was obtained with respect to the initial
benefit  denial,  without regard to whether the advice was relied upon in making
the decision.  The Committee shall make its decision regarding the merits of the
denied  claim  within 45 days following receipt of the appeal (or within 90 days
after  such  receipt,  in a case where there are special circumstances requiring
extension  of  time  for reviewing the appealed claim).  If an extension of time
for  reviewing  the appeal is required because of special circumstances, written
notice  of  the  extension  shall  be  furnished  to  the  Claimant prior to the
commencement  of  the  extension.  The  notice  will  indicate  the  special
circumstances  requiring  the  extension  of  time  and  the  date  by which the
Committee  expects  to render the determination on review.  Following its review
of  any  additional  information  submitted by the Claimant, the Committee shall
render  a  decision  on  its  review  of  the  denied  claim.

     (c)     Contents of Notice.  If a benefits claim is completely or partially
             ------------------
denied  on review, notice of such denial shall be in writing and shall set forth
the  reasons  for  denial  in  plain  language.

     (1)     The  decision  on review shall set forth (i) the specific reason or
reasons  for  the  denial,  (ii)  specific  references  to  the  pertinent  Plan
provisions  on which the denial is based, (iii) a statement that the Claimant is
entitled  to  receive, upon request and free of charge, reasonable access to and
copies  of  all  documents,  records,  or other information relevant (as defined
above)  to  the  Claimant's claim, and (iv) a statement describing any voluntary
appeal procedures offered by the plan and a statement of the Claimant's right to
bring  an  action  under  Section  502(a)  of  ERISA.

     (2)     For  the  denial  of  a  Disability  Benefit,  the notice will also
include  a  statement  that the Committee will provide, upon request and free of
charge,  (i)  any  internal rule, guideline, protocol or other similar criterion
relied upon in making the decision, (ii) any medical opinion relied upon to make
the  decision  and  (iii)  the  required  statement  under  Section
2560.503-1(j)(5)(iii)  of  the  Department  of  Labor  regulations.

     9.4     Legal  Action.  A  Claimant may not bring any legal action relating
             -------------
to  a  claim  for  benefits  under  the  Plan  unless and until the Claimant has
followed  the  claims  procedures  under  the  Plan  and  exhausted  his  or her
administrative  remedies  under  such  claims  procedures.  Legal action must be
brought  within  two  years  of  the  date  the  claim  first  arose.

     9.5  Discretion  of  Committee.  All  interpretations,  determinations  and
          ------------------------
decisions  of  the Committee with respect to any claim shall be made in its sole
discretion,  and  shall be final, conclusive and binding upon all persons having
any interest in this Plan.

                                       18
<PAGE>





                                    ARTICLE X

                                  MISCELLANEOUS

     10.1     Adoption  by  Affiliates.    Any  subsidiary  or  affiliate of the
              ------------------------
Company  may, with the approval of the Committee, adopt this Plan by appropriate
action  of  its board of directors, and thereby become a Participating Employer.
Any Participating Employer may, by appropriate action of its board of directors,
terminate  its  participation  in  the  Plan.  The  Committee  may,  in its sole
discretion,  terminate  a  Participating Employer's participation in the Plan at
any  time.  The termination of the participation in this Plan by a Participating
Employer  will  not, however, affect the rights that any Participant may have to
amounts  credited to his or her Deferred Compensation Account without his or her
written  consent.

     10.2  Anti-assignment  Rule.  No  interest  of  any  Participant, spouse or
           ---------------------
Beneficiary  under  this Plan and no benefit payable hereunder shall be assigned
as  security  for  a loan, and any such purported assignment shall be null, void
and  of no effect, nor shall any such interest or any such benefit be subject in
any  manner,  either  voluntarily  or  involuntarily,  to  anticipation,  sale,
transfer,  assignment  or  encumbrance  by or through any Participant, spouse or
Beneficiary.

     10.3  No  Legal  or  Equitable  Rights or Interest. No Participant or other
           --------------------------------------------
person  shall  have  any legal or equitable rights or interest in this Plan that
are not expressly granted in this Plan. Participation in this Plan does not give
any  person any right to be retained in the service of the Company or any of its
subsidiaries or affiliated companies. The right and power of the Company (or any
of  its subsidiaries or affiliated companies that is the Employee's employer) to
dismiss or discharge an Employee is expressly reserved.

     10.4     No  Employment  Contract.  Nothing  contained  herein  shall  be
              ------------------------
construed  to  constitute  a  contract of employment between an Employee and the
Company  or  any  of  its  subsidiaries  or  affiliated  companies.

     10.5 Headings. The headings of Sections are included solely for convenience
          -------
of reference, and if there is any conflict between such headings and the text of
this  Plan,  the  text  shall  control.

     10.6  Invalid  or  Unenforceable  Provisions. If any provision of this Plan
           --------------------------------------
shall  be  held  invalid  or  unenforceable, such invalidity or unenforceability
shall  not affect any other provisions hereof and the Committee may elect in its
sole discretion to construe such invalid or unenforceable provisions in a manner
that  conforms to applicable law or as if such provisions, to the extent invalid
or unenforceable, had not been included.

     10.7  Governing  Law. To the extent not preempted by ERISA, the laws of the
           -------------
State of Georgia shall govern the construction and administration of the Plan.

                                       19
<PAGE>




     IN WITNESS WHEREOF, the Company has caused this Plan to be adopted this ___
day  of  December,  effective  as  of  the  Effective  Date.


                                     RPC,  INC.



                                     By:
                                        ---------------------------------------
                                          Richard A. Hubbell, President & Chief
                                          Executive  fficer

                                       20
<PAGE>
EXHIBIT  A
----------


   Schedule of Participants Entitled to Receive Enhanced Benefit Contribution
   --------------------------------------------------------------------------



                                   [Attached]
                                   ----------


     RPC, INC.
     AMENDED AND RESTATED SUPPLEMENTAL RETIREMENT PLAN AS OF JANUARY 2005
     EXHIBIT A


<TABLE>
<CAPTION>
                     Last        First     Company     Contribution
                     ----        -----     -------     ------------
<S>                                                      <C>
                    Banks        Harvey     CUDD          6,254.47
                    Bartlett     Tom        CUDD         13,425.48
                    Bridge       Billy      CUDD          7,193.24
                    Bridge       Dennis     CUDD          1,662.69
                    Fields       Michael    CUDD          2,426.05
                    Finley       Douglas    CUDD         10,959.12
                    Goodman      Charles    CUDD         13,440.71
                    Jackson      Ron        CUDD         12,881.12
                    Olliver      Tom        CUDD          5,195.60
                    Pennock      Larry      CUDD          6,397.69
                    Roles        Rocky      CUDD          5,151.14
                    Roles        Ronnie     CUDD          9,537.19
                    Ross         Eric       CUDD          3,195.78
                    Saliba       Raymond    CUDD          19,468.35
                    Scott        Bud        CUDD          10,399.00
                    Shafer       Howard     CUDD          8,385.94
                    Winters      Edward
                                  (Steve)   CUDD          5,871.69
                                                                           141,845.27

                    Cooper       Philip     O&GH         11,810.82          11,810.82
                    Carrere II   James      PSII          5,497.10
                    Daniel       James      PSII         11,345.65
                    Denson       Lenard     PSII          6,800.87
                    Moss III     Jonathan   PSII          4,360.37
                    Powell       Michael    PSII          4,076.59          32,080.57
                    Caillouet    Jim        PTL           5,854.57           5,854.57
                    Hubbell      Richard    RPCA         26,262.31          26,262.31
                                                                           217,853.55
</TABLE>