Exhibit 10.1


 


Execution Copy


 


 


SUPPLEMENTAL RETIREMENT INCOME PLAN


FOR SALARIED EMPLOYEES OF


HELMERICH & PAYNE, INC.


 

















 


TABLE OF CONTENTS


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  Article I
  NAME AND PURPOSE OF PLAN

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.1

  	
  Name of Plan

  	
  1

  
	
   

  	
  1.2

  	
  Purpose

  	
  1

  
	
   

  	
   

  
	
  Article II
  DEFINITIONS

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.1

  	
  Definitions

  	
  1

  
	
   

  	
  2.2

  	
  Construction

  	
  5

  
	
   

  	
   

  
	
  Article III
  ELIGIBILITY

  	
  5

  
	
   

  	
   

  
	
  Article IV
  SUPPLEMENTAL RETIREMENT BENEFIT

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.1

  	
  Amount

  	
  5

  
	
   

  	
  4.2

  	
  Form of
  Benefit

  	
  5

  
	
   

  	
  4.3

  	
  Commencement
  of Benefit

  	
  6

  
	
   

  	
  4.4

  	
  Forfeiture
  of Benefits

  	
  6

  
	
   

  	
  4.5

  	
  Cost of
  Benefits

  	
  6

  
	
   

  	
  4.6

  	
  Payment to
  Specified Employees Upon Separation from Service

  	
  6

  
	
   

  	
  4.7

  	
  Changes in
  Method of Payment

  	
  6

  
	
   

  	
   

  
	
  Article V
  SUPPLEMENTAL DEATH BENEFIT

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.1

  	
  Amount

  	
  6

  
	
   

  	
  5.2

  	
  Form and
  Commencement of Benefit

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  Article VI
  ADMINISTRATION

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.1

  	
  Administration

  	
  7

  
	
   

  	
  6.2

  	
  Indemnification
  and Exculpation

  	
  7

  
	
   

  	
  6.3

  	
  Rules of
  Conduct

  	
  7

  
	
   

  	
  6.4

  	
  Legal,
  Accounting, Clerical and Other Services

  	
  7

  
	
   

  	
  6.5

  	
  Records of
  Administration

  	
  7

  
	
   

  	
  6.6

  	
  Expenses

  	
  7

  
	
   

  	
  6.7

  	
  Liability

  	
  7

  
	
   

  	
  6.8

  	
  Claims
  Review Procedures

  	
  8

  
	
   

  	
  6.9

  	
  Finality of
  Determinations; Exhaustion of Remedies

  	
  8

  
	
   

  	
  6.10

  	
  Effect of
  Fiduciary Action

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  Article VII
  AMENDMENT OR TERMINATION

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.1

  	
  Amendment or
  Termination

  	
  9

  
	
   

  	
  7.2

  	
  Effect of
  Amendment or Termination

  	
  9

  
	
   

  	
   

  
	
  Article VIII
  GENERAL PROVISIONS

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.1

  	
  Funding

  	
  10

  
	
   

  	
  8.2

  	
  No Guaranty
  of Benefits

  	
  10

  
	
   

  	
  8.3

  	
  No
  Enlargement of Employee Rights

  	
  10

  



 


i

















 


	
   

  	
  8.4

  	
  Spendthrift
  Provision

  	
  10

  
	
   

  	
  8.5

  	
  Incapacity
  of Recipient

  	
  10

  
	
   

  	
  8.6

  	
  Corporate
  Successors

  	
  11

  
	
   

  	
  8.7

  	
  Unclaimed
  Benefit

  	
  11

  
	
   

  	
  8.8

  	
  Limitations
  on Liability

  	
  11

  
	
   

  	
  8.9

  	
  Withholding
  and Other Employment Taxes

  	
  11

  
	
   

  	
  8.10

  	
  Applicable
  Law

  	
  11

  
	
   

  	
  8.11

  	
  Binding
  Effect

  	
  11

  



 


ii

















 


SUPPLEMENTAL RETIREMENT INCOME PLAN


FOR SALARIED EMPLOYEES OF


HELMERICH &
PAYNE, INC.


 


THE
SUPPLEMENTAL RETIREMENT INCOME PLAN FOR SALARIED EMPLOYEES OF HELMERICH &
PAYNE, INC. is hereby amended and restated as set forth below effective December 2,
2008.


 


ARTICLE I

NAME AND PURPOSE OF PLAN


 


1.1           Name
of Plan.  This Plan is known as the
SUPPLEMENTAL RETIREMENT INCOME PLAN FOR SALARIED EMPLOYEES OF HELMERICH &
PAYNE, INC.


 


1.2           Purpose.  The Plan is established and maintained by
Helmerich & Payne, Inc. solely for the purpose of providing
benefits for certain key management salaried employees of the Company or any
Affiliate who (i) participate in the Helmerich & Payne, Inc.
Employees Retirement Plan (ii) have limitations on benefits imposed by
Sections 415 and/or 401(a)(17) of the Internal Revenue Code of 1986, as
amended, on qualified plans to which those Sections are applicable.  This Plan shall be binding upon the Company
and any Affiliate.  It is intended that
this Plan be unfunded for federal income tax purposes and for purposes of Title
I of the Employee Retirement Income Security Act of 1974.


 


ARTICLE II

DEFINITIONS


 


2.1           Definitions.  Where the following capitalized words and
phrases appear in this instrument, they shall have the respective meanings set
forth below unless a different context is clearly expressed herein.


 


(a)           “Actuarial Equivalent”
means a benefit paid other than as a lump sum payment equal in value to a life
annuity based on (i) an interest rate and factors used by the PBGC as of
the beginning of the Plan Year in which the calculation or conversion is made,
and (ii) the Unisex Pension Mortality Table for 1984 (“UP-84”).  The Actuarial Equivalent lump sum value for
payments made in any Plan Year shall be calculated:


 


(i)            by using an interest
rate no greater than the applicable interest rate if the Supplemental Retirement
Benefit (using such rate) is not in excess of $25,000, and


 


(ii)           by using an interest
rate no greater than 120 percent of the applicable interest rate if the
Supplemental Retirement Benefit exceeds $25,000 (as determined under Subsection
(i) above.


 


In no event,
however, shall the present value determined under Subsection (ii) above be
less than $25,000 (or otherwise reduced) after the application of the interest
rate (or rates) required in this Subsection. For purposes of Subsections (i) and
(ii) above, the term “applicable interest rate” means the interest rate
(or rates) which would be used by PBGC as of the beginning of the


 

















 


applicable
Plan Year in which the distribution from the Qualified Plan occurs for purposes
of valuing a lump sum distribution on termination of the Qualified Plan.


 


(b)           “Affiliate” means a
corporation, trade or business that, together with the Company, is treated as a
single employer under Code Section 414(b) or (c).


 


(c)           “Beneficiary” means the
Participant’s surviving spouse who would be entitled to receive a Qualified
Plan Death Benefit upon the death of the Participant.


 


(d)           “Cimarex Participants”
means those Participants who were previously employed by the Company and who
are currently employed by Cimarex Energy Co. on December 2, 2008 as a
result of a spin-off of the Company’s exploration and production assets in
2002.


 


(e)           “Board” means the Board
of Directors of the Company.


 


(f)            “Code” means the
Internal Revenue Code of 1986, as amended from time to time, and any regulations
relating thereto.


 


(g)           “Committee” means the
Committee appointed by the Company pursuant to Article VI herein to
administer the Plan.


 


(h)           “Company” means
Helmerich & Payne, a Delaware corporation, or, to the extent provided
in Section 8.6 herein, any successor corporation or other entity resulting
from a merger or consolidation into or with the Company or a transfer or sale
of substantially all of the assets of the Company.


 


(i)            “Compensation” means
the total regular base wages and salary paid to a Participant during a Plan
Year as reported by the Employer to the Internal Revenue Service on Form W-2
including (i) bonuses and overtime, (ii) vacation pay, (iii) sick
pay, (iv) compensation paid for boat-time traveling to drilling rigs, (v) shift
differential; and (vi) any amount deferred by a Participant pursuant to Section 401(k) of
the Code with respect to an employee benefit plan sponsored by the Employer or
any Affiliate or Section 125 of the Code with respect to a “cafeteria
plan” sponsored by the Employer, but excluding (i) any amount recognized
on the exercise of a stock option, upon becoming vested in any stock award or
grant or upon the premature disposition of stock acquired under an inactive
stock option, (ii) dividends received as compensation under any stock
award plan, (iii) relocation allowances, (iv) deferred compensation
except in the year included in income and except as provided under this Plan,
and (v) all allowances, reimbursements and other extraordinary sums paid
for travel, expenses or special payments for extraordinary services, (vi) coverall
and uniform allowances, (vii) phantom overrides, (viii) overseas
housing allowances, (ix) income attributable to group life insurance over
$50,000, (x) disability income paid under the Employer’s long teen
disability plan, (xi) bonuses or payments mandated by foreign laws, (xii)
safety awards, (xiii) expatriate foreign service premiums, (xiv) expatriate
foreign service allowances, and (xv) other fringe or welfare benefits of the
Employer which are includable in the income of the Participant such as
executive medical reimbursements, premium payments and tax reimbursement.


 


2

















 


(j)            “Disabled” or
“Disability” means the Participant is unable to engage in any substantial
gainful activity by reason of any medically determinable physical or mental
impairment that can be expected to result in death or last for a continuous
period of not less than 12 months.  A Participant
will be deemed to be Disabled if the Participant becomes eligible to receive
disability benefits under the long-term disability benefit plan sponsored by
the Company for a period of three (3) months or more.


 


(k)           “Early Retirement Date”
shall mean the first day of the month coinciding with or next following the
date a Participant terminates employment, at his election, after (i) earning
at least 10 years of credited service (as defined in the Qualified Plan) and (ii) attaining
the age of at least 55 years.


 


(l)            “Effective Date” means
the effective date of this Plan which was January 1, 1991.


 


(m)          “Employer” means the
Company and any Affiliate who employs Participants.


 


(n)           “Limitations on
Benefits” means the limitations imposed by Sections 415 and/or 401(a)(17) of
the Code on the accrual of the Qualified Plan Retirement Benefits under the
Qualified Plan.


 


(o)           “Normal Retirement
Date” shall mean the first day of the month coinciding with or next following
the later of the date on which the Participant (i) attains age 65 and (ii) earns
at least five years of credited service (as defined in the Qualified Plan).


 


(p)           “Participant” means a
key management salaried employee of the Company or any Affiliate who (i) is
a participant under the Qualified Plan (or any successor or replacement
retirement plan qualified under Section 401(a) and 501(a) of the
Code) and to whom or with respect to whom a benefit is payable under the Plan
and (ii) has been selected by the Committee to participate in the Plan.


 


(q)           “Plan” means this
“Supplemental Retirement Income Plan for Salaried Employees of Helmerich &
Payne, Inc.”


 


(r)            “Plan Year” means the
annual period commencing October 1 through September 30 of each year.


 


(s)           “Qualified Plan” means
the “Helmerich & Payne, Inc. Employees Retirement Plan” amended
and restated effective October 1, 1987, and each predecessor, successor or
replacement employees’ retirement plan qualified under Section 401(a) and
501(a) of the Code including the prior plan to the Qualified Plan.


 


(t)            “Qualified
Plan Death Benefit” means the aggregate benefit payable at any point in time to
the Beneficiary of a Participant pursuant to the Qualified Plan in the event of
the death of the Participant.


 


3
















 


(u)                                 “Qualified
Plan Retirement Benefit” means the aggregate benefit payable at any point in
time to a Participant pursuant to the Qualified Plan by reason of the
Participant’s termination of employment with the Company and all Affiliates for
any reason other than death.


 


(v)                                 “Separation
from Service.”  A Participant incurs a
Separation from Service upon termination of employment with the Employer under
the circumstances described below. 
Whether a Separation from Service has occurred shall be determined by
the Committee in accordance with Code Section 409A.


 


Except in the
case of a Participant on a bona fide leave of absence as provided below, a
Participant is deemed to have incurred a Separation from Service if the
Employer and the Participant reasonably anticipated that the level of services
to be performed by the Participant after a certain date would be reduced to 20%
or less of the average services rendered by the Participant during the
immediately preceding 12-month period (or the total period of employment, if
less than 12 months), disregarding periods during which the Participant
was on a bona fide leave of absence.


 


A Participant
who is absent from work due to military leave, sick leave, or other bona fide
leave of absence shall incur a Separation from Service on the first date
immediately following the later of (i) the six-month anniversary of the
commencement of the leave or (ii) the expiration of the Participant’s
right, if any, to reemployment under statute or contract.


 


For purposes
of determining whether a Separation from Service has occurred, the Employer
means the Employer as defined in Section 2.1(m) of the Plan, except
that for purposes of determining whether another organization is an Affiliate
of the Company, common ownership of at least 50% shall be determinative.


 


The Committee
specifically reserves the right to determine whether a sale or other
disposition of assets to an unrelated party constitutes a Separation from
Service with respect to a Participant providing services to the seller immediately
prior to the transaction and providing services to the buyer after the
transaction.  Such determination shall be
made in accordance with the requirements of Code Section 409A.


 


(w)                               “Specified
Employee” means those employees of the Company who are determined by the
Committee to be a “specified employee” in accordance with I.R.C. § 409A and the
regulations promulgated thereunder.


 


(x)                                   “Supplemental
Death Benefit” means the benefit payable to a Beneficiary pursuant to the Plan
due to the death of the Participant.


 


(y)                                 “Supplemental
Retirement Benefit” means the benefit payable pursuant to the Plan by reason of
such Participant’s termination of employment with the Company and all
Subsidiaries for any reason other than death.


 


(z)                                   “Trust”
means the Helmerich & Payne, Inc. Supplemental Benefits Trust
which has been established and may be used by the Company or any Affiliate as
the device for assisting the Company or any Affiliate to meet their respective
obligations under the Plan. The


 


4

















 


Trust and any
assets held by the Trust will conform to the terms of the model trust as
described in Revenue Procedure 92-64, as modified by the Internal Revenue
Service.


 


(aa)                            “Trustee”
or “Trustees” means the entity who has been designated by the Company to serve
as Trustee of the Trust.


 


2.2                                 Construction.  The masculine gender, where appearing in the
Plan, shall be deemed to include the feminine gender, unless the context
clearly indicates to the contrary. Any word appearing herein in the plural
shall include the singular, where appropriate, and likewise the singular shall
include the plural, unless the context clearly indicates to the contrary.


 


ARTICLE III

ELIGIBILITY


 


A Participant
who (i) is eligible to receive a Qualified Plan Retirement Benefit, but
the amount of such benefit is reduced by reason of the application of the
Limitations on Benefits imposed by application of Sections 415 and 401(a)(17)
of the Code, as in effect on the date of commencement of the Qualified Plan
Retirement Benefit, or as in effect at any time thereafter, and (ii) is
among a group of key management employees and who are selected to participate
in this Plan shall be eligible to receive a Supplemental Retirement Benefit. If
a Participant described in the preceding sentence dies prior to commencement of
payment of his Qualified Plan Retirement Benefit, the Beneficiary shall be
eligible to receive a Supplemental Death Benefit.


 


ARTICLE IV

SUPPLEMENTAL RETIREMENT BENEFIT


 


4.1                                 Amount.  The Supplemental Retirement Benefit payable
to an eligible Participant shall be equal to the difference between
(a) minus (b) below where:


 


(a)                                  is
the monthly amount of the Qualified Plan Retirement Benefit to which the
Participant would have been entitled under the Qualified Plan if such benefit
were computed without giving effect to the Limitations on Benefits and
including all amounts of a Participant’s compensation deferred under the
Supplemental Savings Plan for Salaried Employees of Helmerich & Payne, Inc.;
and


 


(b)                                 is
the monthly amount of the Qualified Plan Retirement Benefit actually payable to
the Participant under the Qualified Plan at the applicable point in time.


 


The amounts
described in (a) and (b) above shall be computed as of the date of
Separation from Service of the Participant in the form of a straight life
annuity payable over the lifetime of the Participant (calculated in the same
manner as provided under the Qualified Plan) assuming payment was to commence
at the Participant’s Normal Retirement Date. 
Actual payment of the Supplemental Retirement Benefit will commence as
provided under 4.3 below.


 


4.2                                 Form of
Benefit.  A Participant shall be
entitled to receive the Actuarial Equivalent of a Supplemental Retirement
Benefit paid in the form of a single lump sum payment or annual installment
payments payable over a period of 2-10 years as designated by the


 


5

















 


Participant or
an election filed on or before December 31, 2008.  The Participant’s election under the
Qualified Plan of any optional form of payment of his Qualified Plan Retirement
Benefit shall in no manner whatsoever be applicable to or effect the payment of
his Supplemental Retirement Benefit under this Plan.


 


4.3                                 Commencement
of Benefit.  Payment of the
Supplemental Retirement Benefit to any Participant other than a Cimarex
Participant shall commence within 30 days of the later of the first business
day of the seventh month following the Participant’s Separation from Service or
the age (between 55 and 65) specified by Participant upon an election filed on
or before December 31, 2008 unless Separation from Service occurs due to
death.  In the event of a Participant’s
death, the Supplemental Retirement Benefit shall be paid within 30 days of the
date of death.  Payment of the
Supplemental Retirement Benefit to a Cimarex Participant shall commence within
30 days of the earlier of the age (between 55 and 65) designated by the Cimarex
Participant on an election filed on or before December 31, 2008 or the
date of death.  If a Cimarex Participant
fails to designate a distribution age, the Plan default distribution age shall
be age 60.


 


4.4                                 Forfeiture
of Benefits.  Unless a Participant
has earned a vested accrued benefit under the Qualified Plan, then, the
Participant shall not be entitled to any benefit under this Plan.


 


4.5                                 Cost
of Benefits.  The cost of all
benefits under this Plan shall be paid by the Company; however, the Company may
require reimbursement for the cost of such benefits from any Affiliate whose
employees have been selected to participate in this Plan.


 


4.6                                 Payment
to Specified Employees Upon Separation from Service.  In no event shall a Specified Employee
receive a payment under this Plan following a Separation from Service prior to
the first business day of the seventh month following the date of Separation
from Service.


 


4.7                                 Changes
in Method of Payment.  The method of
payment may be changed from time to time by the Participant, but in no event
will such change be considered valid if the change occurs within the
twelve-month period prior to the date payment would have otherwise
commenced.  Any requests to change the
method of payment will not take effect for twelve months following the date it
is received by the Committee and the first payment with respect to such
election is deferred for a period of five years from the date such payment
would otherwise have been made.


 


ARTICLE V

SUPPLEMENTAL DEATH BENEFIT


 


5.1                                 Amount.  If a Participant dies prior to commencement
of payment of his Qualified Plan Retirement Benefit under circumstances in
which a Qualified Plan Death Benefit is payable due to the death of the
Participant, then, a Supplemental Death Benefit will be payable to his
Beneficiary as hereinafter provided.  The
monthly amount used to calculate the Supplemental Death Benefit payable to a
Beneficiary shall be determined as in Section 4.1 hereof in the same
manner as a Participant’s Supplemental Retirement Benefit, adjusted to reflect
the reduced amount payable to the Beneficiary as a Qualified Plan Death
Benefit.


 


6

















 


5.2                                 Form and
Commencement of Benefit.  A
Participant’s Beneficiary shall be entitled to receive a Supplemental Death
Benefit which shall be the Actuarial Equivalent of a Participant’s Supplemental
Retirement Benefit. The Supplemental Death Benefit shall be paid in a single
lump sum and payment will commence no later than 90 days following the
Participant’s date of death.


 


ARTICLE VI

ADMINISTRATION


 


6.1                                 Administration.  The Plan shall be administered, construed and
interpreted by the Committee.  The
Committee shall have the sole authority and discretion to determine eligibility
and to construe the terms of the Plan. 
The determinations by the Committee as to any disputed questions arising
under the Plan, including the employees who are eligible to be Participants in
the Plan, the amounts payable under the Plan, and the construction and
interpretation by the Committee of any provision of the Plan, shall be final,
conclusive and binding upon all persons including Participants, their
beneficiaries, the Company, its stockholders and employees and the
Employers.  The Committee may, by
resolution, in its discretion, delegate certain administrative duties to a
committee comprised of employees of the Company.  References to “Committee” in this
Article VI shall include the Committee as well as any designees.


 


6.2                                 Indemnification
and Exculpation.  The members of the
Committee and its agents shall be indemnified and held harmless by the Company
against and from any and all loss, cost, liability or expense that may be
imposed upon or reasonably incurred by them in connection with or resulting
from any claim, action, suit or proceeding to which they may be a party or in
which they may be involved by reason of any action taken or failure to act
under this Plan and against and from any and all amounts paid by them in
settlement (with the Company’s written approval) or paid by them in
satisfaction of a judgment in any such action, suit or proceeding.  The foregoing provisions shall not be
applicable to any person if the loss, cost, liability or expense is due to such
person’s gross negligence or willful misconduct.


 


6.3                                 Rules of
Conduct.  The Committee shall adopt
such rules for the conduct of its business and the administration of this
Plan as it considers desirable, provided they do not conflict with the
provisions of this Plan.


 


6.4                                 Legal,
Accounting, Clerical and Other Services. 
The Committee may authorize one or more if its members or any agent to
act on its behalf and may contract for legal, accounting, clerical and other
services to carry out this Plan.  The
Company shall pay all expenses of the Committee.


 


6.5                                 Records
of Administration.  The Committee
shall keep records reflecting the administration of this Plan which shall be
subject to audit by the Company.


 


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


 


6.7                                 Liability.  No member of the Board of Directors or of the
Committee shall be liable for any act or action, whether of commission or
omission, taken by any other member, or by any officer, agent, or employee of
the Company or of any such body, nor, except in circumstances involving his bad
faith, for anything done or omitted to be done by himself.


 


7

















 


6.8                                 Claims
Review Procedures.  The following
claim procedures shall apply to the Plan.


 


(a)                                  Denial
of Claim.  If a claim for benefits is
wholly or partially denied, the claimant shall be given notice in writing of
the denial within a reasonable time after the receipt of the claim, but not
later than 90 days after the receipt of the claim.  However, if special circumstances require an
extension, written notice of the extension shall be furnished to the claimant before
the termination of the 90-day period.  In
no event shall the extension exceed a period of 90 days after the expiration of
the initial 90-day period.  The notice of
the denial shall contain the following information written in a manner that may
be understood by a claimant:


 


(i)                                     The
specific reasons for the denial;


 


(ii)                                  Specific
reference to pertinent Plan provisions on which the denial is based;


 


(iii)                               A
description of any additional material or information necessary for the
claimant to perfect his claim and an explanation of why such material or
information is necessary;


 


(iv)                              An
explanation that a full and fair review by the Committee of the denial may be
requested by the claimant or his authorized representative by filing a written
request for a review with the Committee within 60 days after the notice of the
denial is received; and


 


(v)                                 If
a request for review is filed, the claimant or his authorized representative
may review pertinent documents and submit issues and comments in writing within
the 60-day period described in subsection 6.8(a)(iv).


 


(b)                                 Decisions
After Review.  The decision of the
Committee with respect to the review of the denial shall be made promptly and
in writing, but not later than 60 days after the Committee receives the request
for the review.  However, if special
circumstances require an extension of time, a decision shall be rendered not
later than 120 days after the receipt of the request for review.  A written notice of the extension shall be
furnished to the claimant prior to the expiration of the initial 60-day
period.  The claimant shall be given a
copy of the decision, which shall state, in a manner calculated to be
understood by the claimant, the specific reasons for the decision and specific
reasons for the decision and specific references to the pertinent Plan
provisions on which the decision is based.


 


(c)                                  Other
Procedures.  Notwithstanding the
foregoing, the Committee may, in its discretion, adopt different procedures for
different claims without being bound by past actions.  Any procedures adopted, however, shall be
designed to afford a claimant a full and fair review of his claim and shall
comply with applicable regulations under ERISA.


 


6.9                                 Finality
of Determinations; Exhaustion of Remedies. 
To the extent permitted by law, decisions reached under the claims
procedures set forth in Section 6.8 shall be final and binding on all
parties.  No legal action for benefits
under the Plan shall be brought unless and until the claimant has exhausted his
remedies under Section 6.8.  In any
such legal action, the


 


8

















 


claimant may
only present evidence and theories which the claimant presented during the
claims procedure.  Any claims which the
claimant does not in good faith pursue through the review stage of the
procedure shall be treated as having been irrevocably waived.  Judicial review of a claimant’s denied claim
shall be limited to a determination of whether the denial was arbitrary, capricious
or an abuse of discretion based on the evidence and theories the claimant
presented during the claims procedure.


 


6.10                           Effect
of Fiduciary Action.  The Plan shall
be interpreted by the Committee and all Plan fiduciaries in accordance with the
terms of the Plan and their intended meanings. 
However, the Committee and all Plan fiduciaries shall have the
discretion to make any findings of fact needed in the administration of the
Plan, and shall have the discretion to interpret or construe ambiguous, unclear
or implied (but omitted) terms in any fashion they deem to be appropriate in
their sole judgment.  The validity of any
such finding of fact, interpretation, construction or decision shall not be
given de  novo review if challenged in court, by arbitration or in
any other forum, and shall be upheld unless clearly arbitrary or
capricious.  To the extent the Committee
or any Plan fiduciary has been granted discretionary authority under the Plan,
the Committee’s or Plan fiduciary’s prior exercise of such authority shall not
obligate it to exercise its authority in a like fashion thereafter.  If any Plan provision does not accurately
reflect its intended meaning, as demonstrated by consistent interpretations or
other evidence of intent, or as determined by the Committee in it sole and
exclusive judgment, the provision shall be considered ambiguous and shall be
interpreted by the Committee and all Plan fiduciaries in a fashion consistent
with its intent, as determined by the Committee in its sole discretion.  The Committee, without the need for Board of
Directors’ approval, may amend the Plan retroactively to cure any such
ambiguity.  This Section may not be
invoked by any person to require the Plan to be interpreted in a manner which
is inconsistent with its interpretation by the Committee or by any Plan
fiduciaries.  All actions taken and all
determinations made in good faith by the Committee or by Plan fiduciaries shall
be final and binding upon all persons claiming any interest in or under the
Plan.


 


ARTICLE VII

AMENDMENT OR TERMINATION


 


7.1                                 Amendment
or Termination.  The Company reserves
the right to amend or terminate the Plan when, in the sole opinion of the
Company, such amendment or termination is advisable.  Provided, no amendment or termination will be
effective to the extent it provides for payment under this Plan in a manner
that would result in a violation of Section 409A of the Code.  Any such amendment or termination shall be
made pursuant to a resolution of the Board and shall be effective as of the
date of such resolution.


 


7.2                                 Effect
of Amendment or Termination.  No
amendment to or termination of the Plan shall directly or indirectly deprive
any current or former Participant or Beneficiary of all or any portion of any
Supplemental Retirement Benefit or Supplemental Death Benefit payment of which
has accrued prior to the effective date of such amendment or termination or
which would be payable if the Participant terminated employment for any reason,
including death, on such effective date of amendment or termination.  Further, in the event of the termination of
this Plan by the Company, each Participant shall be 100% vested and
nonforfeitable in all of his benefits accrued as of such date of termination.


 


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ARTICLE VIII

GENERAL PROVISIONS


 


8.1                                 Funding.  The Plan at all times shall be entirely
unfunded and no provision shall at any time be made with respect to segregating
any assets of the Company or any Affiliate for payment of any benefits
hereunder.  No Participant, Beneficiary
or any other person shall have any interest in any particular assets of the
Company or any Affiliate by reason of the right to receive a benefit under the
Plan and any such Participant, Beneficiary or other person shall have only the
rights of a general unsecured creditor of the Company or any Affiliate with
respect to any rights under the Plan.  No
right or benefit under this Plan shall in any manner be subject to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
attachment or garnishment by creditors of any Participant or Beneficiary, and
any attempt to anticipate, alienate, sell, assign, pledge, encumber, or charge
the same shall be void.  No right or
benefit hereunder shall in any manner be liable for or subject to the debts,
contracts, liabilities, or torts of the person entitled to such benefit.


 


8.2                                 No
Guaranty of Benefits.  Nothing
contained in the Plan shall constitute a guaranty by the Company or any
Affiliate that the assets of the Company or any Affiliate will be sufficient to
pay any benefit hereunder.


 


8.3                                 No
Enlargement of Employee Rights.  No
Participant or Beneficiary shall have any right to a benefit under the Plan
except in accordance with the terms of the Plan.  The establishment of the Plan shall not be
construed to give any Participant the right to be retained in the employment
service of the Company or any Affiliate.


 


8.4                                 Spendthrift
Provision.  No action under this Plan
by the Company or any Affiliate shall be construed as creating a trust (other
than the Helmerich & Payne, Inc. Supplemental Benefits Trust),
escrow or other secured or segregated fund in favor of the Participant, his
Beneficiary, or any other persons otherwise entitled to his Supplemental
Retirement Benefit.  The status of the
Participant and his Beneficiary with respect to any liabilities assumed by the
Company or any Affiliate hereunder shall be solely those of unsecured creditors
of the Company or any Affiliate who employ such Participant.  The Plan constitutes a mere promise by the
Company to make benefit payments in the future. 
Any asset acquired or held by the Company or any Affiliate in connection
with liabilities assumed by it hereunder, shall not be deemed to be held under
any trust, escrow or other secured or segregated fund for the benefit of the
Participant or his Beneficiary or to be security for the performance of the
obligations of the Company or any Affiliate but shall be, and remain a general,
unpledged, unrestricted asset of the Company or any Affiliate at all times
subject to the claims of general creditors of the Company or any Affiliate.


 


8.5                                 Incapacity
of Recipient.  If any person entitled
to a benefit payment under the Plan is deemed by the Company to be incapable of
personally receiving and giving a valid receipt for such payment, then, unless
and until claim therefor shall have been made by a duly appointed guardian or
other legal representative of such person, the Company may provide for such
payment or any part thereof to be made to any other person or institution then
contributing toward or providing for the care and maintenance of such
person.  Any such payment shall be a
payment for the account of such person and a complete discharge of any
liability of the Company and the Plan therefor.


 


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8.6                                 Corporate
Successors.  The Plan shall not be
automatically terminated by a transfer or sale of assets of the Company or any
Affiliate or by the merger or consolidation of the Company or any Affiliate
into or with any other corporation or other entity, but the Plan shall be
continued after such sale, merger or consolidation only if and to the extent
that the transferee, purchaser or successor entity agrees to continue the
Plan.  In the event that the Plan is not
continued by the transferee, purchaser or successor entity, then the Plan shall
terminate subject to the provisions of Section 7.2 and the requirements of
Section 409A of the Code.


 


8.7                                 Unclaimed
Benefit.  Each Participant shall keep
the Company informed of his current address and the current address of his
Beneficiary.  The Company shall not be
obligated to search for the whereabouts of any person.  If the location of a Participant is not made
known to the Company within three years after the date on which payment of the
Participant’s Supplemental Retirement Benefit may first be made, payment may be
made as though the Participant had died at the end of the three-year
period.  If, within one additional year
after such three-year period has elapsed, or, within three years after the
actual death of a Participant, the Company is unable to locate any Beneficiary
of the Participant, then, the Company shall have no further obligation to pay
any benefit hereunder to such Participant or Beneficiary or any other person
and such benefit shall be irrevocably forfeited.


 


8.8                                 Limitations
on Liability.  Notwithstanding any of
the preceding provisions of the Plan, neither the Company, an Affiliate nor any
individual acting as an employee or agent of the Company or an Affiliate shall
be liable to any Participant, former Participant, Beneficiary or any other
person for any claim, loss, liability or expense incurred in connection with
the Plan unless such claim, loss, liability or expense is due to the gross
negligence or willful misconduct of the Employer.


 


8.9                                 Withholding
and Other Employment Taxes.  The
Company shall comply with all federal and state laws and regulations respecting
the withholding, deposit and payment of any income or other taxes relating to
any payments made under this Plan.


 


8.10                           Applicable
Law.  The Plan shall be construed and
administered under the laws of the State of Oklahoma.


 


8.11                           Binding
Effect.  To the extent provided in
this Plan, the Plan shall be binding upon the Company, its Affiliates and their
successors and assigns.


 


	
   

  	
  HELMERICH &
  PAYNE, INC., a Delaware

  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  



 


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