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                                                                  EXHIBIT 10(e)

                            PARKER DRILLING COMPANY
                   THIRD AMENDED AND RESTATED 1997 STOCK PLAN

1.       Preamble.

         Parker Drilling Company, a Delaware corporation (the "Company"),
hereby establishes the Parker Drilling Company 1997 Stock Plan (the "Plan") as
a means whereby the Company may, through awards of stock options and restricted
stock:

                  (a)      provide employees, directors or consultants who are
         in a position to contribute to the growth, management and success of
         the business of the Company and its Subsidiaries with additional
         incentive to promote the success of the Company and its Subsidiaries;
         and

                  (b)      enable the Company to attract and retain the
         services of employees, directors and consultants upon whose judgment
         and effort the successful conduct of its operations is largely
         dependent.

         Except as specifically provided herein, the provisions of the Plan do
not apply to or affect any option, stock appreciation right, or stock
heretofore or hereafter granted under any other stock or stock option plan of
the Company or any Subsidiary, and all such options, stock appreciation rights
or stock continue to be governed by and subject to the applicable provisions of
the plan or agreement under which they were granted.

2.       Definitions.

         2.01     "Administrator" shall mean that person designated by the
         Board from time to time to administer the Awards made under the Plan,
         which designation shall be communicated to the Participants in
         writing.

         2.02     "Award" shall mean a grant of an Option or the award of
         Restricted Stock under the Plan.

         2.03     "Award Agreement" shall mean an agreement between the Company
         and a Participant which evidences the grant of an Option and/or the
         award of Restricted Stock to a Participant and sets forth the terms
         and conditions of such Option and/or Restricted Stock.

         2.04     "Board" or "Board of Directors" means the board of directors
         of the Company.

         2.05     "Change in Control" means the occurrence of any one of the
         following events:


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                  (a)      Any individual, entity or group (within the meaning
         of Section 13(d)(3) or 14(d)(7) of the Exchange Act, except the
         Participant, his affiliates and associates, the Company, or any
         corporation, partnership, trust or other entity controlled by the
         Company (a "Subsidiary"), or any employee benefit plan of the Company
         or of any Subsidiary (each such individual, entity or group shall
         hereinafter be referred to as a "Person")) becomes the beneficial
         owner (within the meaning of Rule 13d-3 promulgated under the Exchange
         Act) of 15% or more of either (i) the then outstanding shares of
         common stock of the Company (the "Outstanding Company Common Stock")
         or (ii) the combined voting power of the then outstanding voting
         securities of the Company entitled to vote generally in the election
         of directors (the "Company Voting Securities"), in either case, unless
         the Board in office immediately prior to such entity becoming the
         beneficial owner of such amount of shares or voting power determines
         in writing within five business days of the receipt of actual notice
         of the foregoing change in beneficial ownership that the circumstances
         do not warrant the implementation of the provisions of this Agreement;
         or

                  (b)      Individuals who, as of the beginning of any
         twenty-four month period, constitute the Board (the "Incumbent Board")
         cease for any reason to constitute at least a majority of the Board,
         provided that any individual becoming a director subsequent to the
         beginning of such period whose election or nomination for election by
         the Company's stockholders was approved by a vote of at least a
         majority of the directors then comprising the Incumbent Board shall be
         considered as though such individual were a member of the Incumbent
         Board, but excluding for this purpose any such individual whose
         initial assumption of office is in connection with an actual or
         threatened election contest relating to the election of the directors
         of the Company (as such terms are used in Rule 14a-11 of Regulation
         14A promulgated under the Exchange Act); or

                  (c)      Consummation by the Company of a reorganization,
         merger or consolidation (a "Business Combination"), in each case, with
         respect to which all or substantially all of the individuals and
         entities who were the respective beneficial owners of the outstanding
         Company Common Stock and Company voting securities immediately prior
         to such Business Combination do not, immediately following such
         Business Combination, beneficially own, directly or indirectly, more
         than 50% of, respectively, the then outstanding shares of common stock
         and the combined voting power of the then outstanding voting
         securities entitled to vote generally in the election of directors, as
         the case may be, of the corporation resulting from such Business
         Combination in substantially the same proportion as their ownership
         immediately prior to such Business Combination of the Outstanding
         Company Common Stock and Company Voting Securities, as the case may
         be; or

                  (d)      (i) Consummation of a complete liquidation or
         dissolution of the Company or (ii) sale or other disposition of all or
         substantially all of the assets of the Company other than to a
         corporation with respect to which, following such sale or disposition,
         more than 50% of, respectively, the then outstanding shares of common
         stock and the combined voting power of the then outstanding voting
         securities entitled to vote generally in the election of


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         directors of such corporation is then owned beneficially, directly or
         indirectly, by all or substantially all of the individuals and
         entities who were the beneficial owners, respectively, of the
         Outstanding Company Common Stock and Company Voting Securities, as the
         case may be, immediately prior to such sale or disposition.

         2.06     "Change of Control Price" means, with respect to the Common
         Stock, the higher of (a) the arithmetic average of the high and the
         low selling prices of the Common Stock on the new York Stock Exchange
         during the 30 calendar days preceding a Change of Control, or (b) the
         highest price paid or offered in a transaction which either (i)
         results in a Change of Control, or (ii) would be consummated but for
         another transaction which results in a Change of Control and, if it
         were consummated, would result in a Change of Control. With respect to
         clause (b) in the preceding sentence, the "price paid or offered" will
         be equal to the sum of (a) the face amount of any portion of the
         consideration consisting of cash or cash equivalents, and (b) the fair
         market value of any portion of the consideration consisting of real or
         personal property other than cash or cash equivalents, as established
         by an independent appraiser selected by the Compensation Committee.

         2.07     "Code" means the Internal Revenue Code of 1986, as it exists
         now and as it may be amended from time to time.

         2.08     "Compensation Committee" means the Compensation Committee of
         the Board, composed of two or more non-employee directors as
         determined by the Board.

         2.09     "Common Stock" means the common stock of the Company, 16 2/3
         cents par value per share.

         2.08     "Company" means Parker Drilling Company, a Delaware
         corporation, and any successor thereto.

         2.09     "Director(s)" means a member or members of the Board.

         2.10     "Disability" means being 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 which
         has lasted or can be expected to last for a continuous period of not
         less than 12 months.

         2.11     "Exchange Act" means the Securities Exchange Act of 1934, as
         it exists now or from time to time may hereafter be amended.

         2.12     "Fair Market Value" means for the relevant day:


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                  (a)      If shares of Common Stock are listed or admitted to
         unlisted trading privileges on any national or regional securities
         exchange, the last reported sale price, regular way, on the composite
         tape of that exchange on the day Fair Market Value is to be
         determined;

                  (b)      If the Common Stock is not listed or admitted to
         unlisted trading privileges as provided in paragraph (a), and if sales
         prices for shares of Common Stock are reported by the National Market
         System of the National Association of Securities Dealers Automated
         Quotation System ("NASDAQ System"), then the last sale price for
         Common Stock reported as of the close of business on the day Fair
         Market Value is to be determined, or if no such sale takes place on
         that day, the average of the high bid and low asked prices so
         reported; if Common Stock is not traded on that day, the next
         preceding day on which such stock was traded; or

                  (c)      If trading of the Common Stock is not reported by
         the NASDAQ System or on a stock exchange, Fair Market Value will be
         determined by the Board in its discretion based upon the best
         available data.

         2.13     "Incentive Stock Option" or "ISO" means an Option that
         complies with the terms and conditions set forth in Section 422 of the
         Code and is designated as an ISO at the time of its grant.

         2.14     "Officer" means a corporate officer of the Company or any
         Subsidiary or Affiliate of the Company.

         2.15     "Option" means the right of a Participant to purchase a
         specified number of shares of Common Stock, subject to the terms and
         conditions of the Plan.

         2.16     "Option Date" means the date upon which an Option is granted,
         or Restricted Stock is awarded, to a Participant under the Plan.

         2.17     "Option Price" means the price per share at which an Option
         may be exercised.

         2.18     "Participant" means an individual, or to the extent permitted
         as contemplated at Section 5 hereof, the account of an individual, to
         whom an Option or Restricted Stock has been granted under the Plan.

         2.19     "Plan" means the Parker Drilling Company 1997 Stock Plan
         herein as from time to time amended.

         2.20     "Restricted Stock" means Common Stock awarded to a
         Participant pursuant to the Plan and subject to the restrictions
         contained or authorized in Section 7 hereof.


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         2.21     "Securities Act" means the Securities Act of 1933, as it
         exists now or from time to time may hereinafter be amended.

         2.22     "Subsidiary" means any corporation or other entity of which
         the majority voting power or equity interest is owned directly or
         indirectly by the Company.

         2.23     "Termination of Employment" means:

                  (a)      with respect to an employee, when the employee's
         employment relationship with the Company and all of its Subsidiaries
         is terminated, regardless of any severance arrangements. A transfer
         from the Company to a Subsidiary or affiliate of the Company or a
         Subsidiary, or vice versa is not a termination of employment for
         purposes of the Plan; or

                  (b)      with respect to a consultant, when the consultant's
         consulting relationship with the Company is terminated either due to
         the termination of any consulting agreement, or otherwise, regardless
         of the fact that no employment relationship exists.

         2.24     Rules of Construction.

                  (a)      Governing Law. The construction and operation of the
         Plan are governed by the laws of the State of Oklahoma.

                  (b)      Undefined Terms. Unless the context requires another
         meaning, any term not specifically defined in the Plan has the meaning
         given to it by the Code.

                  (c)      Headings. All headings in the Plan are for reference
         only and are not to be utilized in construing the Plan.

                  (d)      Gender. Unless clearly appropriate, all nouns of
         either gender refer indifferently to persons of either gender.

                  (e)      Singular and Plural. Unless clearly inappropriate,
         singular terms refer also to the plural and vice versa.

                  (f)      Severability. If any provision of the Plan is
         determined to be illegal or invalid for any reason, the remaining
         provisions shall continue in full force and effect and shall be
         construed and enforced as if the illegal or invalid provision did not
         exist, unless the continuance of the Plan in such circumstances is not
         consistent with its purposes.

3.       Stock Subject to the Plan.

         Except as otherwise provided in Section 11, the total number of shares
of Common Stock reserved and available for distribution pursuant to Awards
under the Plan shall be 8,800,000


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shares. Such number of shares may be increased as contemplated in the last
sentence of this Section 3 or by amendment by the Board. Such shares may
consist, in whole or in part, of authorized and unissued shares or treasury
shares. Awards under the Plan may be of shares of Restricted Stock and/or
Options. Options granted hereunder may be: (a) Incentive Stock Options or (b)
non-qualified options. Only employees of the Company or any Subsidiary thereof
shall be eligible to receive Incentive Stock Options under the Plan. Reserved
shares may be either authorized but unissued shares or treasury shares, in the
Board's discretion. If any Awards hereunder shall terminate or expire, as to any
number of shares, or Options are exercised (and any related withholding tax
paid) by the delivery (actual, constructive or by attestation) of shares of
Common Stock, new Options and Restricted Stock may thereafter be awarded
hereunder with respect to such delivered shares or expired or terminated Awards.

4.       Administration.

         The Plan shall be administered by the Board, or by such Person(s) as
authorized by the Board. In addition to any other powers set forth in the Plan,
the Board or the Compensation Committee has the authority:

                  (a)      to construe and interpret the Plan, and to remedy
         any ambiguities or inconsistencies therein;

                  (b)      to establish, amend and rescind appropriate rules
         and regulations relating to the Plan;

                  (c)      subject to the express provisions of the Plan, to
         determine the individuals who will receive Awards of Options and/or
         Restricted Stock, the times when they will receive them, the number of
         shares to be subject to each Award and the Option Price, payment
         terms, payment method, and expiration date applicable to each Award;

                  (d)      to contest on behalf of the Company or Participants,
         at the expense of the Company, any ruling or decision on any matter
         relating to the Plan or to any Awards of Options and/or Restricted
         Stock;

                  (e)      generally, to administer the Plan, and to take all
         such steps and make all such determinations in connection with the
         Plan and the Awards of Options and/or Restricted Stock as it may deem
         necessary or advisable;

                  (f)      to determine the form in which tax withholding under
         Section 14 of the Plan will be made; and

                  (g)      to amend the Plan or any Option or Restricted Stock
         granted or awarded hereunder as may be necessary in order for any
         business combination involving the Company to qualify for
         pooling-of-interest treatment under APB No. 16.


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5.       Eligible Participants.

         Subject to the provisions of the Plan, the persons who shall be
eligible to participate in the Plan and be granted Awards shall be those
persons who are employees or directors of the Company or any Subsidiary or
consultants under contract to the Company, who shall be in a position, in the
opinion of the Board or Compensation Committee, to make contributions to the
growth, management and success of the Company or its Subsidiaries. Of those
persons described in the preceding sentence, the Board or Compensation
Committee may, from time to time, select persons to be granted Awards and shall
determine the terms and conditions with respect thereto. In making any such
selection and in determining the form of the Award, the Board or the
Compensation Committee may give consideration to the functions and
responsibilities of the person, to the person's contributions to the Company or
its Subsidiaries, the value of the individual's service to the Company or its
Subsidiaries and such other factors deemed relevant by the Board. In the event
and to the extent authorized by the United States Departments of Treasury and
Labor, the Parker Drilling Company Stock Bonus Plan account of an employee of
the Company or a Subsidiary may also be a Participant, the Board may grant
Options to such account and, to the extent such account is a Participant, the
Options in such an account shall be subject to all of the terms and provisions
of the Plan as if the Options had been granted to the individual for whom the
account is maintained.

6.       Terms and Conditions of Options.

         The Board (or the Compensation Committee, which shall have the same
authority throughout this section) may, in its discretion, grant Options to any
Participant under the Plan. Each Option shall be evidenced by an agreement
between the Company and the Participant. Unless the Board at the time of grant
specifically designates Options granted under the Plan as Incentive Stock
Options ("ISO's"), all Options granted under the Plan shall be Non-Qualified
Stock Options ("NQSO's). Each Option agreement, in such form as is approved by
the Board, shall be subject to the following express terms and conditions and
to such other terms and condition, not inconsistent with the Plan as the Board
may deem appropriate:

                  (a)      Option Period. Each Option granted under the Plan
         shall be for such period as is established by the Board, except that
         each ISO shall expire no later than ten years after the Option Date.
         Where Options are exercisable in installments, the right to purchase
         any shares shall be cumulative, so that when the right to purchase any
         shares has matured, such shares may be purchased thereafter until the
         expiration of the Option. The Board shall have the power to accelerate
         the exercisability of installments for any Option granted under the
         Plan.

                  (b)      Option Price. At the time when the Option is
         granted, the Board will fix the Option Price. In the case of ISO's,
         the Option Price shall be no less than the Fair Market Value on the
         Option Date and in the case of all other Options granted under the
         Plan, the Option Price shall be as determined in the sole discretion
         of the Board, but in no event may the Option


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         Price be less than the par value for a share of Common Stock.

                  (c)      Other Option Provisions. The form of Option
         authorized by the Plan may contain such other provisions as the Board
         may from time to time determine, including:

                           (i)      "Discounted Options" which may be granted
                           to any Participant. A "Discounted Option" is an
                           Option having an Option Price per share less than
                           the Fair Market Value at the Option Date provided
                           such Option Price shall not be less than 50% of the
                           Fair Market Value at the Option Date.

                           (ii)     "Reload Options" which may be granted only
                           to employees of the Company or a Subsidiary. A
                           "Reload Option" is an Option automatically granted
                           to a Participant pursuant to the terms of an Award
                           Agreement upon the delivery of shares of Common
                           Stock to pay any required withholding tax in respect
                           of the exercise of an Option (the "delivered
                           shares"). Such Reload Option entitles the
                           Participant to purchase (at an option price equal to
                           the Fair Market Value at the time of such delivery)
                           a number of shares of Common Stock equal to the
                           number of delivered shares. Reload Options shall be
                           subject to all of the terms of the Plan and the
                           Award Agreement in respect to which they are
                           granted, including the Option Period for the Option
                           exercised by delivery of the delivered shares, and
                           shall not be exercisable before the earlier of one
                           year after their grant or the day before the
                           expiration of such Option Period. In the discretion
                           of the Board, Reload Options granted on the exercise
                           of ISO's may be ISO's or non-qualified options.

                  (d)      Incentive Stock Options. ISO's may only be granted
         to employees of the Company or of a Subsidiary. The aggregate Fair
         Market Value (determined as of the Option Date of the ISO) of the
         Common Stock with respect to which ISO's are first exercisable by a
         Company or Subsidiary employee during any calendar year under all
         Option plans of the Company shall not exceed $100,000. An ISO granted
         to an employee who, at the time the ISO is granted, owns Common Stock
         possessing more than ten percent (10%) of the total combined voting
         power of all classes of capital stock of the Company or a Subsidiary
         thereof shall have an exercise price equal to not less than 110
         percent (110%) of the Fair Market Value on the Option Date. In
         addition, no more than 4,000,000 shares of Common Stock may be issued
         as ISO's granted under the Plan and no ISO may be granted under the
         Plan after the tenth anniversary of the date the Plan is approved by
         the stockholders of the Company. Any Participant who disposes of
         shares acquired upon the exercise of an ISO either (i) within two
         years after the Option Date of the Option under which the shares were
         acquired or (ii) within one year after the acquisition of such shares
         shall notify the Company of such disposition and of the amount
         realized. Failure by a Participant to so notify the Company of such a
         disposition of shares shall entitle the Company to treat the shares of
         Common Stock issued to such Participant as void ab initio or to
         recover from the Participant the greater of the value of the shares
         disposed of as of the date of disposition or the value of the shares
         disposed of as of the date the Company learns


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         of such disposition from either (i) any amounts due to such
         Participant from the Company or a Subsidiary, or (ii) otherwise. The
         Company may, at its discretion, place a legend noting the possible
         consequences of a Participant's failure to provide such disposition
         notice on shares of Common Stock delivered upon the exercise of an
         ISO.

                  (e)      No person shall have any rights of a stockholder
         with respect to any shares to be delivered upon the exercise of an
         Option until such time as such Option is validly exercised.

7.       Terms and Conditions of Restricted Stock Awards.

         The Board (or the Compensation Committee which shall have similar
authority throughout this section), in its discretion, may grant Restricted
Stock to any Participant under the Plan, the purchase price of which shall be
established by the Board. Each grant of Restricted Stock shall be evidenced by
an Award Agreement between the Company and the Participant. All shares of
Common Stock awarded to Participants under the Plan as Restricted Stock shall
be subject to the following express terms and conditions and to such other
terms and conditions, not inconsistent with the Plan, as the Board shall deem
appropriate:

                  (a)      Restrictions on Transfer. Shares of Restricted Stock
         awarded to Participants shall contain such restrictions on transfer as
         the Board may determine in its sole discretion. Except as permitted
         under Section 12 of the Plan, shares of Restricted Stock awarded to
         Participants may not be sold or transferred before such restrictions
         on transfer lapse, and may only be pledged to the Company or any
         Subsidiary to satisfy any obligations that the Participant may have to
         the Company or the Subsidiary with respect to the acquisition of such
         shares of Restricted Stock. Subject to the provisions of subparagraphs
         (b) and (c) below and any other restrictions imposed by law, the
         certificates for any shares of Restricted Stock the restrictions on
         which have lapsed will be transferred to the Participant or, in the
         event of his death, to the beneficiary or beneficiaries designated by
         writing filed by the Participant with the Board for such purpose or,
         if none, to his estate. Delivery of shares in accordance with the
         preceding sentence shall be made within the 30-day period after such
         restrictions shall lapse.

                  (b)      Certificates Deposited With Company. Each
         certificate issued in respect of shares of Restricted Stock awarded
         under the Plan shall be registered in the name of the Participant and
         deposited with the Company. Each such certificate shall bear the
         following (or a similar) legend:

                  "The transferability of this certificate and the shares of
                  stock represented hereby are subject to the terms and
                  conditions (including forfeiture) relating to Restricted
                  Stock contained in the Parker Drilling Company 1997 Stock
                  Plan, as amended (the "Plan"), and an agreement entered into
                  between the registered owner and Parker Drilling Company.
                  Copies of such Plan and agreement are on file at the
                  principal office of Parker Drilling Company."


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                  (c)      Stockholder Rights. Subject to the foregoing
         restrictions, each Participant shall have all the rights of a
         stockholder with respect to his shares of Restricted Stock including,
         but not limited to, the right to vote such shares.

                  (d)      Dividends. On each Common Stock dividend payment
         date, each Participant shall receive an amount equal to the dividend
         paid on that date on a share of Common Stock, multiplied by his number
         of shares of Restricted Stock.

8.       Manner of Exercise of Options

         To exercise an Option in whole or in part, a Participant (or, after
his death, his executor or administrator) or his assignee (as contemplated at
Section 12 hereof) must give written notice to the Administrator, stating the
number of shares with respect to which he intends to exercise the Option. The
Company will issue the shares with respect to which the Option is exercised
upon payment in full of the Option Price. The Option Price may be paid (i) in
cash, (ii) in shares of Common Stock held by the Participant, his executor,
administrator, or assignee, and having an aggregate Fair Market Value, as
determined as of the close of business on the day prior to the day on which
such Option is exercised, equal to the Option Price, (iii) if permitted by the
Board or Compensation Committee, a promissory note in the amount of the Option
Price, which note shall provide for full personal liability of the maker and
shall contain such other terms and provisions as the Board or Compensation
Committee may determine, including without limitation the right to repay the
note partially or wholly with Common Stock, (iv) if authorized in the Award
Agreement for the Option being exercised, by delivery of irrevocable
instructions to a broker to promptly deliver to the Company the amount of sale
or loan proceeds necessary to pay for all Common Stock acquired through such
exercise and any tax withholding obligations resulting from such exercise, (v)
if authorized in the Award Agreement for the Option being exercised, by the
withholding by the Company, pursuant to a written election delivered by the
Participant, his executor, administrator, or assignee, to the Administrator on
or prior to the date of exercise, from the shares of Common Stock issuable upon
any exercise of the Option that number of shares having a Fair Market Value as
of the close of business on the day prior to the day on which such Option is
exercised equal to such Option Price, (vi) by constructive delivery
("attestation") of shares of Common Stock held by the Participant, his
executor, administrator, or assignee, and having an aggregate Fair Market
Value, as determined as of the close of business on the day of exercise, equal
to the Option Price effected through providing the Company with a notarized
statement on or before the day of exercise attesting to the number of shares
owned by the Participant, his executor, administrator, or assignee, that will
serve as the Option Price payment shares, or (vii) as authorized in the Award
Agreement for the Option being exercised, by a combination of such methods. The
Option Price may also be paid in shares of Common Stock which were received by
the Participant, his executor, administrator, or assignee, upon the exercise of
one or more Options or as an award of Restricted Stock under the Plan and upon
which all restrictions have lapsed.

9.       Vesting.

         A Participant may not exercise an Option until it has become vested.
The portion of an


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Option Award that is vested depends upon the vesting restrictions, if any,
established by the Board or Compensation Committee for such Option at the time
of its grant and the period that has elapsed since the Option Date.

10.      Change of Control.

         Notwithstanding the provisions of Sections 6 and 7 or anything
contained in a Participant's agreement to the contrary, upon a Change in
Control, all Options and/or Restricted Stock shall be subject to the following:

                  (a)      The restrictions and limitations applicable to any
         Options shall lapse, and such Options shall become free of all
         restrictions and become fully vested to the full extent of the
         original grant.

                  (b)      The Company shall have the right to acquire from
         Participants their vested Options for which the value, as established
         in the Change of Control Price, of the Common Stock issuable upon
         exercise thereof is greater than the Option Price, by payment of the
         amount by which the price per share of Common Stock, as established in
         the Change of Control Price, exceeds the Option Price; and

                  (c)      All Restricted Stock shall become free of all
         restrictions and be fully vested and transferable.

11.      Adjustments to Reflect Changes in Capital Structure.

         If there is any change in the corporate structure or shares of the
Company, the Board of Directors may, in its discretion, make any adjustments
necessary to prevent accretion, or to protect against dilution, in the number
and kind of shares authorized by the Plan and, with respect to outstanding
Options and/or Restricted Stock, in the number and kind of shares covered
thereby and in the applicable Option Price. For the purpose of this Section 11,
a change in the corporate structure or shares of the Company includes, without
limitation, any change resulting from a re-capitalization, stock split, stock
dividend, consolidation, rights offering, spin-off, reorganization, or
liquidation and any transaction in which shares of Common Stock are changed
into or exchanged for a different number or kind of shares of stock or other
securities of the Company or another corporation.

12.      Non-Transferability of Options and Restricted Stock; Limited Exception
         to Transfer Restrictions.

                  (a)      Unless otherwise expressly provided in this Section
         12, by applicable law or by any Award Agreement, as the same may be
         amended, evidencing the grant or award of Restricted Stock or Options:
         Awards are non-transferable and shall not be subject in any manner to
         sale, transfer, anticipation, alienation, assignment, pledge,
         encumbrance or charge; Awards shall be exercised only by the person to
         whom such Awards were granted or awarded (a "Recipient"); and amounts
         payable or shares issuable pursuant to Awards



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         shall be delivered only to or for the account of a Recipient.

                  (b)      Except as precluded by any applicable law, the Board
         may permit Awards to be transferred to and exercised by and paid to
         certain persons or entities related to the Recipient, including, but
         not limited to members of the Recipient's immediate family (parents,
         grandparents, children, grandchildren, spouse, siblings), charitable
         institutions, or trusts or other entities whose beneficiaries or
         beneficial owners are members of the Recipient's immediate family
         and/or charitable institutions, or to such other persons or entities
         as may be approved by the Board, pursuant to such conditions and
         procedures as the Board may establish. Any permitted transfer shall be
         subject to the condition that the Board receive evidence satisfactory
         to it that the transfer is being made for estate and/or tax planning
         purposes on a gratuitous or donative basis and without consideration
         other than nominal consideration.

                  (c)      The exercise and transfer restrictions in this
         Section 12 shall not apply to:

                           (i)      transfers to the Company;

                           (ii)     the designation of a beneficiary to receive
                  benefits in the event of the Recipient's death or, if the
                  Recipient has died, transfers to or exercise by the
                  Recipient's beneficiary, or, in the absence of a validly
                  designated beneficiary, transfers by will or the laws of
                  descent and distribution;

                           (iii)    transfers pursuant to a domestic relations
                  order;

                           (iv)     if the Recipient has suffered a disability,
                  permitted transfers or exercises on behalf of the Recipient
                  by his or her legal representative; or

                           (v)      the authorization by the Board of "cashless
                  exercise" procedures with third parties who provide financing
                  for the purpose of (or who otherwise facilitate) the exercise
                  of Awards consistent with applicable laws and the express
                  authorization of the Board.

                  (d)      In the event of a transfer of an Award pursuant to
         Subsection (b) or (c) of this Section 12, the Recipient will remain
         liable for any taxes (including withholding and social security taxes)
         due upon or as a consequence of the exercise of or lapse of any
         restrictions in respect of an Award and neither the Company nor the
         Board shall have any obligation to provide notice to a transferee of
         any event or information that has, will or could in any way affect an
         Award or its exercise.

13.      Rights as Stockholder.

         No person shall have any rights of a stockholder as to shares of
Common Stock subject to an Award under the Plan until, after proper exercise of
the Award or other action required, such shares shall have been recorded on the
Company's official stockholder records as having been


                                       12
<PAGE>
issued or transferred. Upon exercise of the Award or any portion thereof, the
Company will have thirty (30) days in which to issue the shares, and the
Participant will not be treated as a stockholder for any purpose whatsoever
prior to such issuance. No adjustment shall be made for cash dividends or other
rights for which the record date is prior to the date such shares are recorded
as issued or transferred in the Company's official stockholder records, except
as provided herein or in an Agreement.

14.      Withholding Tax.

         No later than the date as of which an amount first becomes includible
in the gross income of the Participant for federal income tax purposes with
respect to any Award under the Plan, the Participant shall pay to the Company,
or make arrangements satisfactory to the Company regarding the payment of, any
federal, state, local or foreign taxes of any kind required by law to be
withheld with respect to such amount. Unless otherwise determined by the
Administrator, withholding obligations may be settled with shares of Common
Stock, including Common Stock that is part of the Award that gives rise to the
withholding requirement. The obligations of the Company under the Plan shall be
conditional on such payment or arrangements, and the Company and Subsidiaries
shall, to the extent permitted by law, have the right to deduct any such taxes
from any payment otherwise due to the Participant. The Administrator may
establish such procedures as it deems appropriate, including the making of
irrevocable elections, for the settlement of withholding obligations with
shares of Common Stock.

15.      Termination of Employment.

                  (a)      In the event of a Participant's Termination of
         Employment for any reason other than death or disability any Option or
         Restricted Stock shall expire forthwith; provided, however, that with
         the approval of the Board evidenced by a writing signed by an
         executive officer of the Company other than the Participant, unvested
         Options may be: (i) allowed to remain in effect and to vest and be
         exerciseable in accordance with the terms of the Award Agreement
         evidencing such options, or (ii) accelerated to vest immediately. Any
         Options exercisable at the time of such termination, or which become
         exerciseable in accordance with this paragraph may be exercised up to
         a date after such termination that is determined by the Board, but not
         exceeding five years from the date of such termination and not beyond
         the date the Option otherwise would have expired in accordance with
         the Award Agreement evidencing such Option. The restrictions on
         Restricted Stock may be eliminated so that such Restricted Stock is
         free of such restrictions at the time of Termination of Employment and
         not forfeited upon such Termination of Employment.

                  (b)      Upon the death of a Participant, all unvested
         Options shall vest immediately and all restrictions on Restricted
         Stock shall lapse. A Participant's estate or beneficiaries shall have
         a period up to the later of one year after the Participant's death or
         the expiration date specified in the Award Agreement within which to
         exercise the Option; provided, however, in the case of ISO's, the
         Participant's estate or beneficiaries may exercise an


                                       13
<PAGE>

         Option only until the expiration date specified in the Award
         Agreement. Any Option may be immediately exercised in full by the
         Participant's estate or beneficiaries. In the event the Participant's
         estate is closed with exercisable Options then unexercised, the rights
         under this paragraph shall pass by will or the laws of descent and
         distribution. In the case of Restricted Stock, the restrictions on
         such Restricted Stock shall be deemed to have lapsed immediately
         before such Participant's death.

                  (c)      Upon the disability of a Participant, all unvested
         Options shall vest immediately and all restrictions on Restricted
         Stock shall lapse. In the event of a Participant's disability during
         employment, the Participant, or his or her guardian or legal
         representative shall have a period up to the expiration date specified
         in the Award Agreement within which to exercise the Option. In the
         case of Restricted Stock, the restrictions on such Restricted Stock
         shall be deemed to have lapsed immediately before the disability of
         such Participant.

16.      Cancellation of Option Grants and Restricted Stock.

                  (a)      After Termination of Employment. If there is a
         Termination of Employment with respect to a Participant for any reason
         other than death, and, pursuant to paragraph (a) or (c) of Section 15,
         one or more Options have not yet expired or the restrictions
         pertaining to Restricted Stock have not lapsed, the Board, in its sole
         discretion, which may be delegated to the Chief Executive Officer of
         the Company or to the Chairman of the Board, may cancel any such
         Options at any time prior to the exercise thereof or declare forfeited
         any such Restricted Stock before the related restrictions lapse unless
         the following conditions are met:

                           (i)      The Participant shall not render services
                  for any organization or engage directly or indirectly in any
                  business which, in the judgment of the Chief Executive
                  Officer of the Company, is or becomes competitive with the
                  Company, or which is or becomes otherwise prejudicial to or
                  in conflict with the interests of the Company. The judgment
                  of the Chief Executive Officer shall be based on the
                  Participant's positions and responsibilities while employed
                  by the Company, the Participant's post-employment
                  responsibilities and position with the other organization or
                  business, the extent of past, current and potential
                  competition or conflict between the Company and the other
                  organization or business, the effect on the Company's
                  customers, suppliers and competitors of the Participant's
                  assuming the post-employment position, and such other
                  considerations as are deemed relevant given the applicable
                  facts and circumstances. The Participant shall be free,
                  however, to purchase as an investment or otherwise, stock or
                  other securities of such organization or business so long as
                  such stock or securities are listed upon a recognized
                  securities exchange or traded over-the-counter, and such
                  investment does not represent a substantial investment to the
                  Participant or a greater than five percent (5%) equity
                  interest in the organization or business.

                           (ii)     The Participant shall not, without prior
                  written authorization from


                                       14
<PAGE>

                  the Company, disclose to anyone outside the Company, or use
                  in other than the Company's business, any confidential
                  information or material relating to the business of the
                  Company, acquired by the Participant either prior to or after
                  such Participant's Termination of Employment.

                  (b)      Before Termination of Employment. The Board, in its
         sole discretion, which may be delegated to the Chief Executive Officer
         of the Company or to the Chairman of the Board, may cancel any Options
         held by a person or reduce the number thereof at any time prior to the
         exercise thereof or declare forfeited a part or all of any shares of
         Restricted Stock awarded to a Participant under the following
         circumstances:

                           (i)      The Participant's conduct either in
                  connection with his or her employment by the Company or
                  otherwise is deemed inimical to the interests of the Company.

                           (ii)     The Participant's employment
                  responsibilities with the Company are reduced or altered and
                  the Board determines that the Participant would not have been
                  granted the Options or awarded the shares of Restricted
                  Stock, or such number of Options or shares of Restricted
                  Stock, had the Participant's employment responsibilities been
                  at the reduced or altered level at the time of the grant or
                  award of such Options or shares of Restricted Stock.

17.      No Right To Employment.

         Participation in the Plan will not give any Participant a right to be
retained as an employee of the Company or any Subsidiary, or any right or claim
to any benefit under the Plan, unless the right or claim has specifically
accrued under the Plan.

18.      Amendment of the Plan.

         The Board may from time to time amend or revise the terms of the Plan
in whole or in part and may without limitation, adopt any amendment deemed
necessary.

19.      Notice.

         Any written notice to the Company required by any of the provisions of
the Plan shall be addressed to the Administrator, if so required under the
Plan, and otherwise to the Chairman of the Board or to the Chief Executive
Officer of the Company, and shall become effective when it is received by the
office of such Administrator, Chairman or the Chief Executive Officer.

20.      Company Benefit and Compensation Plans.

         Nothing contained in the Plan shall prevent any Participant prior to
death, or the Participant's dependents or beneficiaries after the Participant's
death, from receiving, in addition to any Options or Restricted Stock provided
for under the Plan, any salary, incentive or performance


                                       15
<PAGE>

plan Awards, payments under a Company retirement plan or other benefits that
may be otherwise payable or distributable to such Participant, or to the
Participant's dependents or beneficiaries under any other plan or policy of the
Company or otherwise. To the extent permitted by law, grants of Options or
awards of Restricted Stock under the Plan may be made in combination with, or
as alternatives to, grants, awards or payments under other Company plans.

21.      Representations and Warranties.

         No person shall at any time have a right to be selected as a
Participant in the Plan, nor having been selected as a Participant for one
Award to be selected as a Participant for any other Award, and no person shall
have any authority to enter into any agreement assuring such selection or
making any warranty or representation with respect thereto. A Participant shall
have no rights to or interest in any Option or Restricted Stock except as set
forth herein.

22.      Unfunded Plan.

         Insofar as it provides for grants of Options and awards of Restricted
Stock, the Plan shall be unfunded. Although bookkeeping accounts may be
established with respect to Participants who are or may become entitled to
Common Stock under the Plan, any such accounts shall be used merely as a
bookkeeping convenience. The Company shall not be required to segregate any
assets that may at any time be represented by Common Stock, nor shall the Plan
be construed as providing for such segregation, nor shall the Company nor the
Board be deemed to be a trustee of any Common Stock issuable or deliverable
under the Plan. Any liability of the Company to an Participant with respect to
a grant of Options or award of Restricted Stock under the Plan shall be based
solely upon any contractual obligations that may be created by the Plan or an
Award Agreement; no such obligation of the Company shall be deemed to be
secured by any pledge or other encumbrance on any property of the Company.
Neither the Company nor the Board shall be required to give any security or
bond for the performance of any obligation that may be created by the Plan.

23.      Conditions Upon Issuance of Shares.

         An Option shall not be exercisable, a share of Common Stock shall not
be issued pursuant to the exercise of an Option, and restrictions on Restricted
Stock awarded shall not lapse until such time as the issuance and delivery of
such share pursuant thereto shall comply with all relevant provisions of law,
including, without limitation, the Securities Act, the Exchange Act, the rules
and regulations promulgated thereunder, and the requirements of any stock
exchange upon which the shares of Common Stock may then be listed (including
the listing requirements for such Common Stock on the Exchange), and shall be
further subject to the approval of counsel for the Company with respect to such
compliance. As a condition to the exercise of an Option, the Company may
require the person exercising such Option to represent and warrant at the time
of any such exercise that the Common Stock is being purchased only for
investment and without any present intention to sell or distribute such shares
if, in the opinion of counsel for the Company, such a representation is
required by any of the aforementioned relevant provisions of law.

24.      Effective Date and Termination of Plan.


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<PAGE>

         24.1     Effective Date. The Plan is effective as of the of the date
         of its adoption by the Board of Directors.

         24.2     Termination of the Plan. The Board may terminate the Plan at
         any time with respect to any shares that are not then subject to
         Options or Restricted Stock. Termination of the Plan will not affect
         the rights and obligations of any Participant with respect to Options
         or Restricted Stock awarded before termination.

                                   * * * * *

         The undersigned, being the duly elected Secretary of Parker Drilling
Company, does hereby certify that the foregoing Parker Drilling Company Second
Amended and Restated 1997 Stock Plan was approved and adopted by the Board of
Directors effective as of July 24, 2002.



                                                  /s/ Ronald C. Potter
                                                  -----------------------------
                                                  Ronald C. Potter
                                                  Corporate Secretary

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