SUPPLEMENTAL RETIREMENT INCOME PLAN FOR SALARIED EMPLOYEES OF HELMERICH & PAYNE, INC

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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.

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(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.

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(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

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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 a