DIRECTOR DEFERRED COMPENSATION PLAN

HELMERICH & PAYNE, INC.

DIRECTOR DEFERRED COMPENSATION PLAN

Table of Contents

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HELMERICH & PAYNE, INC.

DIRECTOR DEFERRED COMPENSATION PLAN

PURPOSE

The purpose of this Plan is to give each Director of Helmerich & Payne, Inc., the opportunity to be compensated for service as a Director on a deferred basis.  The Plan is also intended to aid the Company in attracting and retaining, as members of the Board, persons whose abilities, experience, and judgment can contribute to the success of the Company.  The Plan was adopted on October 1, 2004 and is amended and restated December 2, 2008.  This amendment and restatement applies to all amounts deferred under the Plan.

ARTICLE I

Definitions

Whenever the following terms are used in this Plan, they shall have the meaning specified below, unless the context clearly indicates to the contrary:

1.1                                  “Account” shall mean the bookkeeping account maintained by the Company to which will be credited Directors deferrals of Eligible Compensation and any earnings thereon.

1.2                                  “Beneficiary” means the person(s) or entity(ies) designated by the Director under Section 6.2 hereof who will receive the balance of the Director’s Account(s) in the event of his or her death.

1.3                                  “Board of Directors” or “Board” shall mean the Board of Directors of the Company.

1.4                                  “Change of Control” shall mean :

(a)                                   The date that any one person, or more than one person acting as a group (as defined in §1.409A-3(i)(5)(v)(B) of the Treasury Regulations), acquires ownership of stock that, together with stock held by such person or group, constitutes more than 50% 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 “Outstanding Company Voting Securities”); provided, however, that the following acquisitions shall not constitute a Change of Control:  (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (iv) any acquisition of additional stock by a person or group already considered to own more than 50% of the Outstanding Company Common Stock or Outstanding Company Voting Securities; or

(b)                                  The date a majority of the individuals who, as of December 2, 2008, constitute the Board (the “Incumbent Board”) are replaced during any 12-month period;

provided, however, that any individual becoming a director subsequent to the date hereof whose election, appointment or nomination for election by the Company’s shareholders 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 purposes of this definition, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

(c)                                   The date any one person, or more than one person acting as a group (as defined in §1.409A-3(i)(5)(v)(B) of the Treasury Regulations) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing thirty percent (30%) or more of the total voting power of the stock of the Company; provided that, if a Change of Control occurs by reason of an acquisition described in this paragraph (iii), no additional Change of Control shall be deemed to occur under this paragraph (iii) or paragraph (i) by reason of the acquisition of additional control of the Company by the same Person.

(d)                                  The date that any one person, or more than one person acting as a group (as defined in §1.409A-3(i)(5)(v)(B) of the Treasury Regulations) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) all or substantially all of the assets of the Company, unless such assets are transferred to:

(i)                                A shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to its stock;

(ii)                           An entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company;

(iii)                      A person, or more than one person acting as a group, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company; or

(iv)                         An entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person described in subsection 1.4(d)(3) herein.

For purposes of subsection (d) and except as otherwise provided in subparagraph (d)(i), a person’s status is determined immediately after the transfer of the assets.

1.5                                  “Common Stock” shall mean the common stock, par value $0.10 per share of the Company.

1.6                                  “Company” shall mean Helmerich & Payne, Inc., a Delaware corporation and its successors.

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1.7                                  “Director” or “Directors” shall mean, at any given time, a member of the Board of Directors of the Company.

1.8                                  “Eligible Compensation” shall mean all forms of cash compensation paid by the Company for services as a Director including, but not limited to, retainer, committee fees and meeting fees.

1.9                                  “Fair Market Value” means (A) during such time as the Common Stock is listed upon the New York Stock Exchange or other exchanges or the Nasdaq/National Market System, the average of the highest and lowest sales prices of the Common Stock as reported by such stock exchange or exchanges or the Nasdaq/National Market System on the day for which such value is to be determined, or if no sale of the Common Stock shall have been made on any such stock exchange or the Nasdaq/National Market System that day, on the next preceding day on which there was a sale of such Common Stock or (B) during any such time as the Common Stock is not listed upon an established stock exchange or the Nasdaq/National Market System, the mean between dealer  “bid” and “ask” prices of the Common Stock in the over-the-counter market on the day for which such value is to be determined, as reported by the National Association of Securities Dealers, Inc.

1.10                            “Plan” shall mean the Helmerich & Payne, Inc. Director Deferred Compensation Plan.

1.11                            “Se