STONE ENERGY CORPORATION EXECUTIVE CHANGE OF CONTROL AND SEVERANCE PLAN

Exhibit 10.1

STONE ENERGY CORPORATION
EXECUTIVE CHANGE OF CONTROL
AND SEVERANCE PLAN

(As Amended and Restated Effective December 31, 2008)

          The STONE ENERGY CORPORATION EXECUTIVE CHANGE OF CONTROL AND SEVERANCE PLAN (the “Plan”) is hereby amended and restated, effective as of December 31, 2008 (the “Effective Date”), pursuant to the authorization of the Board of Directors of STONE ENERGY CORPORATION (the “Company”). The Plan has been established to provide financial security to the Company’s Executives (as defined below) in the event of a Change of Control (as defined below) and upon certain terminations of employment with the Company. This amendment and restatement of the Plan also replaces in full and supersedes the Company’s Executive Change in Control Severance Policy that was maintained for certain of the Company’s executives.

I .

DEFINITIONS AND CONSTRUCTION

      1.1 Definitions . Where the following words and phrases appear in the Plan, they shall have the respective meanings set forth below, unless their context clearly indicates to the contrary.

           “Annual Pay” shall mean the annual rate of base compensation of an Executive in effect immediately prior to the Change of Control or on his termination of employment, whichever is greater.

           “Board” shall mean the Board of Directors of the Company or its successor.

           “Cause” shall mean any termination of an Executive’s employment by reason of the Executive’s: (i) willful and continued failure to perform substantially the Executive’s duties (other than any such failure resulting from the Executive’s incapacity due to physical or mental illness) after written notice of such failure has been given to the Executive specifying in detail such failure or (ii) the willful engaging by the Executive in conduct that is demonstrably and materially injurious to the Company and its affiliates taken as a whole, monetarily or otherwise. For purposes of clauses (i) and (ii) of this definition, no act or failure to act, on behalf of the Executive’s part shall be deemed “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive’s act, or failure to act, was in the best interests of the Company.

           “Change of Control” shall be deemed to have occurred for purposes of the Plan if the event set forth in any one of the following paragraphs shall have occurred:

(A) any person (a “person or entity”) is or becomes the Beneficial Owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such

Person any securities acquired directly from the Company) representing 20% or more of the combined voting power of the Company’s then outstanding securities, excluding any person who becomes such a Beneficial Owner in connection with a transaction described in clause (i) of paragraph (C) below; or

(B) the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals, who, on the Effective Date, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least two-thirds of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended; or

(C) there is consummated a scheme of arrangement, merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such scheme of arrangement, merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any subsidiary of the Company, at least 65% of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (ii) a scheme of arrangement, merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such person any securities acquired directly from the Company or its affiliates other than in connection with the acquisition by the Company of its affiliates of a business) representing 20% or more of the combined voting power of the Company’s then outstanding securities; or

(D) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 65% of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale.

Notwithstanding the foregoing, a “Change of Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the common stock of the Company immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions.

           “Change of Control Period” shall mean (i) in the case of a Level One Executive, the 24-month period beginning on the date that a Change of Control occurs, and (ii) in the case of a Level Two Executive, the 12-month period beginning on the date that a Change of Control occurs.

           “Code” shall mean the Internal Revenue Code of 1986, as amended.

           “Committee” shall mean the Compensation Committee of the Board, or, if no Compensation Committee exists, the Board. The Committee may delegate all or part of its authority as it may choose to the Vice President of Human Resources of the Company.

           “Employer” shall mean the Company and each eligible entity designated as an Employer in accordance with the provisions of Section 4.4 of the Plan.

           “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

           “Executive” shall mean any individual who, on or immediately prior to a Change of Control or at the time of his Involuntary Termination, if earlier, is the chief executive officer, a president, executive vice president, senior vice president or vice president of an Employer.

           “Good Reason” for termination by the Executive of the Executive’s employment shall mean the occurrence (without the Executive’s express written consent) on or within the applicable Change of Control Period of any one of the following acts by the Company:

(A) a material reduction in the Executive’s annual base salary as in effect on the date of the Change of Control or as the same may be increased from time to time thereafter except for across-the-board salary reductions similarly affecting all senior executives of the Company and all senior executives of any person in control of the Company;

(B) a material diminution in the authority, duties or responsibilities of the Executive as in effect immediately prior to the Change of Control; or

(C) a requirement that the Executive transfer to a work location that is more than fifty (50) miles from such Executive’s principal work location immediately prior to the Change of Control.

The Executive’s right to terminate the Executive’s employment for Good Reason shall not be affected by the Executive’s incapacity due to physical or mental illness. Subject to the provisions of Involuntary Termination below, the Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder.

           “Health Benefit Coverages” shall mean coverage under each group health plan sponsored or contributed to by the Employer (or following the Change of Control, by an affiliate of the Employer that employs the Executive) for its similarly situated active employees.

           “Involuntary Termination” shall mean (i) any termination of the Executive’s employment by the Employer other than for Cause and (ii) any termination of the Executive’s employment by the Executive on or following a Change of Control, but within the applicable Change of Control Period, for Good Reason. In order for a termination by the Executive to be for Good Reason, the Executive must first give written notice to the Company in writing of the Good Reason event within 30 days of the initial existence of the Good Reason event, and the Company shall then have 30 days from its receipt of such notice to remedy the event and if the Company fails to timely remedy the event, the Executive may terminate his employment for Good Reason in the seven day period following the Company’s failure to remedy the event. Such Involuntary Termination by the Executive for Good Reason shall be deemed to be within the applicable Change of Control Period if the initial existence of the Good Reason event occurred within the applicable Change of Control Period.

           “Level One Executive” shall mean any Executive designated by the Board in its sole discretion as a “Level One Executive” for purposes of the Plan. Notwithstanding the foregoing, as of the Effective Date, the individuals serving as of such date in the positions of (i) president and chief executive officer of the Company and (ii) chief financial officer of the Company shall be Level One Executives.

           “Level Two Executive” shall mean any Executive who is not designated by the Board as a “Level One Executive” for purposes of the Plan. Notwithstanding the foregoing, as of the Effective Date, each Executive as of such date who is not a Level One Executive as of such date shall be a Level Two Executive.

           “Release” shall mean a general release, substantially in the form attached hereto, from the Executive that releases the Company and its affiliates from employment related claims.

      1.2 Number and Gender . Wherever appropriate herein, words used in the singular shall be considered to include the plural and the plural to include the singular. The masculine gender, where appearing in the Plan, shall be deemed to include the feminine gender.

      1.3 Headings . The headings of Articles and Sections herein are included solely for convenience and if there is any conflict between such headings and the text of the Plan, the text will control.

II .

CHANGE OF CONTROL AND SEVERANCE BENEFITS

      2.1 Change of Control Benefits. Immediately prior to or upon a Change of Control, an Executive will receive the following benefits, without regard to whether the Executive’s employment with an Employer is terminated:

               (a) the Company shall cause each of the unexercised “in-the-money” stock options granted to an Executive pursuant to any of the Company’s stock option plans or stock incentive plans to be fully vested and shall cancel each such stock option immediately prior to the Change of Control for cash equal to the excess, if any, of the product of the number of the Company’s shares issuable upon exercise of such stock option times the cash consideration per

share to be determined by the Board in connection with the Change of Control, over the aggregate exercise price of such stock option,

               (b) all then remaining vesting restrictions with respect to any of the Company’s restricted stock awards issued or issuable to an Executive pursuant to any of the Company’s stock incentive plans shall expire and the restricted shares shall be treated as the Company’s common shares,

               (c) the Company will contribute to its 401(k) plan (the “401(k) Plan”) a matching amount for the participants equal to $1.00 for every $2.00 contributed as a 401(k) contribution (other than a 401(k) catch-up contribution) by the participants in the 401(k) Plan for the period from January 1 in the calendar year of the Change of Control through the effective date of the Change of Control, less any matching amounts previously contributed to the 401(k) Plan for such period, if any. Such matching contribution shall be credited to the 401(k) Plan participants’ accounts according to the terms of the 401(k) Plan, up to a total maximum matching contribution for an individual participant’s account that does not exceed the limit authorized by the Code for such contribution, and

               (d) the Company will pay to the Executive a pro rata share of the bonus opportunity up to the date of the Change of Control at the then projected year end rate of payout, in an amount, if any, as determined by the Compensation Committee in its sole discretion.

If, for purposes of Section 409A of the Code, it is determined that the Executive has a “vested right” prior to the Change of Control to one or more of the above benefits, then such benefits shall be paid only if the Change of Control is also a “change of control event,” within the meaning of Section 409A of the Code and the Treasury regulations issued thereunder.

      2.2 Severance Payments . Subject to the provisions of Sections 2.3, 2.5, 2.6, and 4.5 hereof, if an Executive incurs an Involuntary Termination, then on the date upon which his Release becomes irrevocable, the Executive shall receive the following severance benefits:

               (a) a lump sum cash severance payment equal to: (i) in the case of a Level One Executive, 2.99 times the sum of (1) the Level One Executive’s Annual Pay and (2) any target bonus at the 100% level for which the Level One Executive is eligible with respect to the fiscal year in which termination occurs; and (ii) in the case of a Level Two Executive, (1) the Level Two Executive’s Annual Pay if such Involuntary Termination occurs outside of a Change of Control Period and (2) the product of 2.99 and the Level Two Executive’s Annual Pay if such Involuntary Termination occurs during a Change of Control Period;

               (b) a pro rata share of the Executive’s bonus opportunity up to the date of his Involuntary Termination at the then projected year end rate of payout, in an amount, if any, as determined by the Compensation Committee in its sole discretion (but reduced by any amount paid to the Executive for such bonus year pursuant to Section 2.1(d));

               (c) the continuation of the Health Benefit Coverages for himself and, where applicable, his eligible dependents for a period of six months following the date of Involuntary Termination, at a cost to the Executive that is equal to the cost for an active employee for similar coverage. The Executive may choose to continue some or all of such Health Benefit Coverages.

If at any time on or after an Executive’s Involuntary Termination any health benefit plan in which he has elected to continue his coverage either is terminated or ceases to provide coverage to him or his covered beneficiaries for any reason, including, without limitation, by its terms or the terms of an insurance contract providing the benefits of such plan or, with respect to a group health plan, such plan no longer being subject to the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), then Health Benefit Coverages shall mean an economically equivalent cash payment for coverage equivalent to the coverage that is provided (or if the plan has been terminated, that would have been provided but for such termination) for similarly situated active employees, plus, where applicable, a gross-up payment to the Executive to reflect the loss of tax benefits associated with his “lost” employer-provided health plan coverage benefit(s). With respect to the obligation of the Company to provide continued health plan coverage hereunder, the Company shall take all actions necessary such that the coverage is provided in a manner that satisfies the requirements of Sections 105 and 106 of the Code such that the health benefits received are not includible in the individual’s taxable income. The subsidized COBRA Health Benefit Coverage(s) provided hereunder shall immediately end upon the Executive’s obtainment of new employment and eligibility for health benefit plan coverage(s) similar to that being continued (with the Executive being obligated hereunder to promptly report such eligibility to the Employer);

               (d) the Executive will be eligible to receive outplacement services, the duration and costs for which shall be determined by the then prevailing practice of the Company’s Human Resources Department concerning outplacement services, but such services shall be reasonable and commensurate with the Executive’s position and in no event shall such benefits exceed a cost to the Company of five percent of the Annual Pay of the Executive; and

               (e) without regard to the Release requirement, a lump sum amount, within 30 days of such termination, equal to the earned, but unpaid, portion of the Executive’s Annual Pay as of the date of his Involuntary Termination.

      2.3 Release and Full Settlement . Notwithstanding anything to the contrary herein, as a condition to the receipt of any severance payments or benefits under Section 2.2 (a) through (d) above, an Executive whose employment has been subject to an Involuntary Termination must, within 45 days of his Involuntary Termination, execute a Release, in substantially the form attached hereto as Attachment A, releasing the Committee, the Plan fiduciaries, the Employer, and the Employer’s parent corporation, subsidiaries, affiliates, shareholders, partners, officers, directors, employees and agents from any and all claims and from any and all causes of action of any kind or character including, but not limited to, all claims or causes of action arising out of such Executive’s employment with the Employer or the termination of such employment, but excluding all claims to benefits and payments the Executive may have under any compensation or benefit plan, program or arrangement, including the Plan. The performance of the Employer’s obligations hereunder and the receipt of any benefits provided hereunder by such Executive shall constitute full settlement of all such claims and causes of action.

      2.4 No Mitigation . An Executive shall not be required to mitigate the amount of any payment or benefit provided for in this Article II by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Article II be reduced by any compensation or benefit earned by the Executive as the result of employment by another

employer or by retirement benefits, except as provided in Section 2.2(c) with respect to Health Benefit Coverage and in Section 2.5 with respect to the coordination of severance benefits hereunder with other agreements providing severance benefits. Subject to the foregoing, the benefits under the Plan are in addition to any other benefits to which an Executive is otherwise entitled.

      2.5 Coordination with Other Arrangements . Any Executive who is a party to an in