CHANGE OF CONTROL AGREEMENT
 
 
     THIS CHANGE OF CONTROL AGREEMENT (the "Agreement") entered into between
HELMERICH & PAYNE, INC., a Delaware corporation ("Helmerich & Payne"), and
___________________________, an individual (the "Executive"), dated as of the
_____ day of ____________, 2002.
 
     The Board of Directors of Helmerich & Payne (the "Board") has determined
that it is in the best interests of the Company and its shareholders to assure
that the Company will have the continued dedication of the Executive,
notwithstanding the possibility, threat, or occurrence of a "Change of Control"
(as defined in Section 2 of this Agreement) of the Company. The Board believes
it is important to diminish the inevitable distraction of the Executive by
virtue of the personal uncertainties and risks created by a pending or
threatened Change of Control, and to encourage the Executive's full attention
and dedication to the affairs of the Company during the term of this Agreement
and upon the occurrence of such event. The Board also believes the Company is
best served by providing the Executive with compensation arrangements upon a
Change of Control which provide the Executive with individual financial security
and which are competitive with those of other corporations. In order to
accomplish these objectives, the Board has caused Helmerich & Payne to enter
into this Agreement. For the purposes of Section 2 of this Agreement, "Company"
means Helmerich & Payne; and, for all other purposes in this Agreement,
"Company" means Helmerich & Payne, and/or any successor to all or a portion of
its business and/or assets which assumes and agrees to perform this Agreement.
 
     NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
 
     1. Certain Definitions.
 
        (a)  The "Effective Date" shall be the first date during the "Change of
Control Period" (as defined in Section 1(b) of this Agreement) on which a Change
of Control (as defined below) occurs, and, except as provided in the following
sentence, no amount shall be paid or benefits provided under this Agreement if
the Executive's employment is terminated for any reason prior to a Change of
Control. Anything in this Agreement to the contrary notwithstanding, if the
Executive's employment with the Company is terminated prior to the date on which
a Change of Control occurs, and it is reasonably demonstrated that such
termination (i) was at the request of a third party who has taken steps
reasonably calculated to effect a Change of Control or (ii) otherwise arose in
connection with or anticipation of a Change of Control, then for all purposes of
this Agreement the "Effective Date" shall mean the date immediately prior to the
date of such termination.
 
        (b)  The "Change of Control Period" is the period commencing on the date
hereof and ending on the earlier to occur of (i) the third anniversary of such
date or (ii) the first day of the month next following the Executive's
attainment of age 65 ("Normal Retirement Date"); provided, however, that
commencing on the date two (2) years after the date hereof, and on each annual
anniversary of such date (such date and each annual anniversary thereof is
hereinafter referred to as the "Renewal Date"), the Change of Control Period
shall be automatically extended so as to terminate on the earlier of (i) two
years from such Renewal Date or (ii) the first day of the month coinciding with
or next following the Executive's Normal Retirement Date, unless, at least
60 days prior to the Renewal Date, the Company shall give
 
 
 
<PAGE>
 
notice that the Change of Control Period shall not be so extended in which event
this Agreement shall continue for the remainder of its then current term and
terminate as provided herein.
 
     2. Change of Control. For the purpose of this Agreement, a "Change of
Control" shall mean:
 
        (a)  The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act")) (a "Person") of beneficial ownership (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 "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, or (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
 
        (b)  Individuals who, as of the date hereof, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority of the
Board; 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)  Approval by the shareholders of the Company of a reorganization,
share exchange, merger or consolidation or acquisition of assets of another
corporation (a "Business Combination"), in each case, unless, following such
Business Combination, (i) all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the Outstanding
Company Common Stock and Outstanding Company Voting Securities immediately prior
to such Business Combination will beneficially own, directly or indirectly, more
than 70% 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 (including, without limitation, a
corporation which as a result of such transaction will own the Company through
one or more subsidiaries) in substantially the same proportions as their
ownership immediately prior to such Business Combination of the Outstanding
Company Common Stock and Outstanding Company Voting Securities, as the case may
be, (ii) no Person (excluding any employee benefit plan (or related trust) of
the Company or such corporation resulting from such Business Combination) will
beneficially own, directly or indirectly, 15% or more of, respectively, the then
outstanding shares of common stock of the corporation resulting from such
Business Combination or the combined voting power of the then outstanding voting
securities of such corporation, except to the extent that such ownership existed
prior to the Business Combination, and (iii) at least a majority of the members
of the board of directors of
 
 
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<PAGE>
 
the corporation resulting from such Business Combination were members of the
Incumbent Board at the time of the execution of the initial agreement, or of the
action of the Board, providing for such Business Combination or were elected,
appointed or nominated by the Board; or
 
        (d)  Approval by the shareholders of the Company of (i) a complete
liquidation or dissolution of the Company or, (ii) the 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 other disposition (A)
more than 70% of, respectively, the then outstanding shares of common stock of
such corporation and the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election of
directors is then beneficially owned, 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 Outstanding
Company Voting Securities immediately prior to such sale or other disposition in
substantially the same proportion as their ownership immediately prior to such
sale or other disposition, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be; (B) less than 15% of,
respectively, the then outstanding shares of common stock of such corporation
and the combined voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of directors will be
beneficially owned, directly or indirectly, by any Person (excluding any
employee benefit plan (or related trust) of the Company or such corporation),
except to the extent that such Person owned 15% or more of the Outstanding
Company Common Stock or Outstanding Company Voting Securities prior to the sale
or disposition; and (C) at least a majority of the members of the board of
directors of such corporation were members of the Incumbent Board at the time of
the execution of the initial agreement, or of the action of the Board, providing
for such sale or other disposition of assets of the Company or were elected,
appointed or nominated by the Board.
 
     3. Agreement Not Employment Contract. This Agreement shall be considered
solely as a "severance agreement" obligating the Company to pay to the Executive
certain amounts of compensation in the event and only in the event of his
termination of employment after the Effective Date for the reasons and at the
time specified herein. Apart from the obligation of the Company to provide the
amounts of additional compensation as provided in this Agreement, the Company
shall at all times retain the right to terminate the employment of the Executive
since the obligation of the Company to the Executive shall only be considered as
an employment relationship which exists between the Company and the Executive
which may be terminated at will by either party subject to the obligation of the
Company to make payment and perform its obligations as provided in this
Agreement.
 
     4. Termination.
 
        (a)  Death or Disability. This Agreement shall terminate automatically
upon the Executive's death. If the Company determines in good faith that the
Disability of the Executive has occurred (pursuant to the definition of
"Disability" set forth below), it may give to the Executive written notice of
its intention to terminate the Executive's employment. In such event, the
Executive's employment with the Company shall terminate effective on the 30th
day after the date of such notice (the "Disability Effective Date"), provided
that, within such time period, the Executive shall not have returned to
full-time performance of the Executive's duties.
 
 
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<PAGE>
 
For purposes of this Agreement, "Disability" means disability (either physical
or mental) which, at least twenty-six (26) weeks after its commencement, is
determined by a physician selected by the Company or its insurers and acceptable
to the Executive or the Executive's legal representative to be total and
permanent (such agreement as to acceptability not to be withheld unreasonably).
 
        (b)  Cause. The Company may terminate the Executive's employment for
"Cause." For purposes of this Agreement, termination of the Executive's
employment by the Company for Cause shall mean termination for one of the
following reasons: (i) the conviction of the Executive of a felony by a federal
or state court of competent jurisdiction; (ii) an act or acts of dishonesty
taken by the Executive and intended to result in substantial personal enrichment
of the Executive at the expense of the Company; or (iii) the Executive's
"willful" failure to follow a direct, reasonable and lawful written order from
his supervisor, within the reasonable scope of the Executive's duties, which
failure is not cured within thirty (30) days. Further, for purposes of this
Section (b):
 
             (1)   No act or failure to act, on 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 action or omission
was in the best interest of the Company.
 
             (2)   The Executive shall not be deemed to have been terminated for
Cause unless and until there shall have been delivered to the Executive a copy
of a resolution duly adopted by the affirmative vote of not less than
three-fourths (3/4ths) of the entire membership of the Board at a meeting of the
Board called and held for such purpose (after reasonable notice to the Executive
and an opportunity for the Executive, together with the Executive's counsel, to
be heard before the Board), finding that in the good faith opinion of the Board
the Executive was guilty of conduct set forth in clauses (i), (ii) or (iii)
above and specifying the particulars thereof in detail.
 
        (c)  Substantial Downturn. The Company may terminate the Executive's
employment after the occurrence of a "Substantial Downturn" in the oil and gas
industry. For purposes of this Agreement, Substantial Downturn shall mean a
severe downturn in the oil and gas industry which shall be measured by the
following objective criteria:
 
             (i)   The West Texas Intermediate Price for Crude Oil remains at or
below $10/barrel for sixty (60) consecutive business days, or
 
             (ii)  The price for each MMBtu of natural gas as quoted for the
Henry Hub listing in "Gas Daily" remains at or below $1.25 for sixty (60)
consecutive business days.
 
        (d)  Good Reason. The Executive's employment may be terminated by the
Executive for Good Reason. For purposes of this Agreement, "Good Reason" means:
 
             (i)   The assignment to the Executive of any duties inconsistent
in any respect with the Executive's position (including status, offices, titles
and reporting requirements), authority, duties or responsibilities held
immediately prior to the Effective Date, or any other action by the Company
which results in a diminution in such position, compensation, benefits,
authority, duties or responsibilities.
 
 
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<PAGE>
 
             (ii)  Any reduction in the Executive's (x) annual base salary
("Base Salary") in effect immediately prior to the Effective Date or (y) Annual
Bonus. For purposes of this Agreement, ("Annual Bonus") shall mean the amount
equal to the average of the annual bonus paid to the Executive by the Company
during the two fiscal years immediately preceding the year in which the
Effective Date occurs.
 
             (iii) The Company's requiring the Executive to be based at any
office or location that is more than 25 miles from the office or location at
which the Executive is based on the Effective Date, except for periodic travel
reasonably required in the performance of the Executive's responsibilities.
 
             (iv)  Any reduction by more than 10% in the overall level of the
Executive's benefits under the Company's group life insurance, medical, health,
accident, disability, incentive, savings, and retirement plans including all tax
qualified and nonqualified plans or programs.
 
             (v)   Any purported termination by the Company of the Executive's
employment otherwise than as expressly permitted by this Agreement.
 
             (vi)  Any failure by the Company to comply with and satisfy
Section 10(c) of this Agreement.
 
        For purposes of this Section 4(d), any good faith determination of "Good
Reason" made by the Executive shall be conclusive.
 
        (e)  Notice of Termination. Any termination by the Company for Cause or
after the occurrence of a Substantial Downturn, or by the Executive for Good
Reason, shall be communicated by Notice of Termination to the other party hereto
given in accordance with Section 13(b) of this Agreement. For purposes of this
Agreement, a "Notice of Termination" means a written notice which (i) indicates
the specific termination provisions in this Agreement relied upon, (ii) sets
forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of the Executive's employment under the provision so
indicated, and (iii) if the Date of Termination (as defined below) is other than
the date of receipt of such notice, specifies the termination date (which date
shall be not more than 15 days after the giving of such notice). The failure by
the Executive to set forth in the Notice of Termination any fact or circumstance
which contributes to a showing of Good Reason shall not waive any right of the
Executive hereunder or preclude the Executive from asserting such fact or
circumstance in enforcing his rights hereunder.
 
        (f)  Date of Termination. "Date of Termination" means the date of
receipt of the Notice of Termination by either the Company or the Executive as
the case may be or any later date specified therein; provided, however, if the
Executive's employment is terminated by reason of death or Disability, the Date
of Termination shall be the date of death of the Executive or the effective date
of Disability, as the case may be.
 
 
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<PAGE>
 
 
     5. Obligations of the Company upon Termination Following Change of Control.
 
        (a)  Good Reason; Termination Other Than for Cause, Disability,
Substantial Downturn or Death. If, within 24 months after the Effective Date,
the Company shall terminate the Executive's employment other than for Cause,
Disability, the occurrence of a Substantial Downturn, or death, or if the
Executive shall terminate his employment for Good Reason:
 
             (i)   The Company shall pay to the Executive in a lump sum in cash
within 30 days after the Date of Termination the aggregate of the following
amounts and the Company shall provide the following benefits:
 
                   A. To the extent not theretofore paid, the Executive's Base
Salary through the Date of Termination.
 
                   B. The product of (i) the Annual Bonus or if higher, the
Annual Bonus paid to the Executive for the last full fiscal year (if any) prior
to the Date of Termination (the "Recent Bonus") and (ii) a fraction, the
numerator of which is the number of days in the current fiscal year through the
Date of Termination and the denominator of which is 365.
 
                   C. The product obtained by multiplying two (2) times the sum
of (i) the Base Salary and (ii) Annual Bonus, or if higher, the Recent Bonus.
 
                   D. In the case of compensation previously deferred by the
Executive, all amounts previously deferred (together with any accrued earnings
thereon) and not yet paid by the Company, and any accrued vacation pay not yet
paid by the Company.
 
             (ii)  For the 24-month period following the Termination Date, or
such longer period as any plan, program, practice or policy may provide, the
Company shall continue benefits to the Executive and/or the Executive's family
at least equal to those which would have been provided to them in accordance
with the plans, programs, practices and policies, including health insurance and
life insurance, in accordance with the most favorable plans, practices, programs
or policies of the Company during the 90-day period immediately preceding the
Effective Date. In the event the Company is unable to provide such benefits due
to restrictions imposed by the Code, ERISA, or such other applicable law, the
Company will provide the Executive with an alternate equivalent benefit.
 
             (iii) The Company shall pay up to $5,000 in outplacement counseling
services utilized by the Executive.
 
             (iv)  Any options to purchase stock or rights to receive restricted
stock granted under a plan adopted by Helmerich & Payne held by the Executive
shall be immediately and automatically vested, fully earned and exercisable upon
the Date of Termination unless previously exercised or forfeited.
 
             (v)   Any unvested benefits under the Company's supplemental
savings and retirement plans (nonqualified) shall become 100% vested and
nonforfeitable and all
 
 
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<PAGE>
 
such benefits under such supplemental plans shall be paid in a lump sum within
thirty (30) days of the Executive's Date of Termination.
 
     6. Non-Exclusivity of Rights. Nothing in this Agreement shall prevent or
limit the Executive's continuing or future participation in any benefit, bonus,
incentive or other plans, programs, policies or practices, provided by the
Company and for which the Executive may qualify, nor shall anything herein limit
or otherwise affect such rights as the Executive may have under any stock option
or other agreements with the Company. Amounts which are vested benefits or which
the Executive is otherwise entitled to receive under any plan, policy, practice
or program of the Company at or subsequent to the Date of Termination shall be
payable in accordance with such plan, policy, practice or program.
 
     7. Full Settlement. The Company's obligation to make the payments provided
for in this Agreement and otherwise to perform its obligations hereunder shall
not be affected by any set-off, counterclaim, recoupment, defense or other
claim, right or action which the Company may have against the Executive or
others. In no event shall the Executive be obligated to seek other employment or
take any other action by way of mitigation of the amounts payable to the
Executive under any of the provisions of this Agreement. The Company agrees to
pay, to the full extent permitted by law, up to $50,000 in legal fees and all
expenses which the Executive may reasonably incur as a result of any contest
(regardless of the outcome thereof) by the Company or others of the validity or
enforceability of, or liability under, any provision of this Agreement or any
guarantee of performance thereof (including as a result of any contest by the
Executive about the amount of any payment pursuant to Section 8 of this
Agreement), plus in each case interest at the applicable Federal rate provided
for in Section 7872(f)(2) of the Code.
 
     8. Maximum Payments. It is the objective of this Agreement to maximize the
Executive's Net After-Tax Benefit (as defined herein) if payments or benefits
provided under this Agreement are subject to excise tax under Section 4999 of
the Code. Therefore, in the event it is determined that any payment or benefit
by the Company to or for the benefit of the Executive, whether paid or payable
or distributed or distributable pursuant to the terms of this Agreement or
otherwise, including, by example and not by way of limitation, acceleration by
the Company or otherwise of the date of vesting or payment or rate of payment
under any plan, program or arrangement of the Company, would be subject to the
excise tax imposed by Section 4999 of the Code or any interest or penalties with
respect to such excise tax (such excise tax, together with any such interest and
penalties, are hereinafter collectively referred to as the "Excise Tax"), the
Company shall first make a calculation under which such payments or benefits
provided to the Executive under this Agreement are reduced to the extent
necessary so that no portion thereof shall be subject to the excise tax imposed
by Section 4999 of the Code (the "4999 Limit"). The Company shall then compare
(x) the Executive's Net After-Tax Benefit assuming application of the 4999 Limit
with (y) the Executive's Net After-Tax Benefit without the application of the
4999 Limit and the Executive shall be entitled to the greater of (x) or (y).
"Net After-Tax Benefit" shall mean the sum of (i) all payments and benefits
which the Executive receives or is then entitled to receive from the Company,
less (ii) the amount of federal income taxes payable with respect to the
payments and benefits described in (i) above calculated at the maximum marginal
income tax rate for each year in which such payments and benefits shall be paid
to the Executive (based upon the rate for such year as set forth in the Code at
the time of the first payment of the foregoing), less (iii) the amount of excise
taxes imposed with respect to the payments and benefits described in (i) above
by Section 4999 of the Code. The determination of
 
 
 
                                       7
<PAGE>
 
whether a payment or benefit constitutes an excess parachute payment shall be
made by tax counsel selected by the Company and reasonably acceptable to the
Executive. The costs of obtaining this determination shall be borne by the
Company.
 
     9. Confidential Information. The Executive shall hold in a fiduciary
capacity for the benefit of the Company all secret or confidential information,
knowledge or data relating to the Company, and respective businesses, which
shall have been obtained by the Executive during the Executive's employment by
the Company and which shall not be or become public knowledge (other than by
acts by the Executive or his representatives in violation of this Agreement).
After termination of the Executive's employment with the Company, the Executive
shall not, without the prior written consent of the Company, communicate or
divulge any such information, knowledge or data to anyone other than the Company
and those designated by it.
 
     10. Successors.
 
        (a)  This Agreement is personal to the Executive and without the prior
written consent of the Company shall not be assignable by the Executive
otherwise than by will or the laws of descent and distribution. This Agreement
shall inure to the benefit of and be enforceable by the Executive's legal
representatives.
 
        (b)  This Agreement shall inure to the benefit of and be binding upon
the Company and its successors and assigns.
 
        (c)  The Company will require any successor (whether direct or indirect,
by purchase, merger, consolidation or otherwise) to all or substantially all of
the business and/or assets of the Company to assume expressly and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken place.
As used in this Agreement, "Company" shall mean the Company as hereinbefore
defined and any successor to all or a portion of its business and/or assets
which assumes and agrees to perform this Agreement by operation of law, or
otherwise.
 
     11. Release. The Executive agrees, if his employment is terminated under
circumstances entitling Executive to payments under Section 5(a)(i) of this
Agreement that, in consideration for the payments described in Section 5(a)(i),
he will execute a General Release in substantially the form of Exhibit A
attached hereto, through which the Executive releases the Company from any and
all claims as may relate to or arise out of his employment relationship
(excluding claims the Executive may have under any "employee pension plan" as
described in Section 3(3) of ERISA or any claims under this Agreement). The form
of the release may be modified as needed to reflect changes in the applicable
law or regulations that are needed to provide a legally enforceable and binding
release to the Company at the time of execution.
 
     12. Indemnification and Insurance. The Executive shall be indemnified and
held harmless by the Company during the term of this Agreement and following any
termination of this Agreement for any reason whatsoever in the same manner as
would any other key management employee of the Company with respect to acts or
omissions occurring prior to (a) the termination of this Agreement or (b) the
termination of employment of the Executive. In addition, during the term of this
Agreement and for a period of five years following the termination of this
Agreement for any reason whatsoever, the Executive shall be covered by a Company
held Directors and Officers liability insurance policy covering acts or
omissions
 
 
                                       8
<PAGE>
 
occurring prior to (a) the termination of this Agreement or (b) the termination
of employment of the Executive. Provided, in no event will the obligation of the
Company to indemnify the Executive or provide Directors and Officers insurance
to the Executive under this Section 12 be less than the obligation and insurance
coverage which the Company provided to the Executive immediately prior to the
occurrence of a Change of Control.
 
     13. Miscellaneous.
 
        (a)  This Agreement shall be governed by and construed in accordance
with the laws of the State of Oklahoma, without reference to principles of
conflict of laws. The captions of this Agreement are not part of the provisions
hereof and shall have no force or effect. This Agreement may not be amended or
modified otherwise than by a written agreement executed by the parties hereto or
their respective successors and legal representatives.
 
        (b)  All notices and other communications hereunder shall be in writing
and shall be given by hand delivery to the other party or by registered or
certified mail, return receipt requested, postage prepaid, addressed as follows:
 
     If to the Executive:
 
        At his last known address evidenced on the Company's payroll records
 
     If to the Company:  Helmerich & Payne, Inc.
                         Utica at Twenty-First
                         Tulsa, Oklahoma 74114
                         Attention: General Counsel
 
or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.
 
        (c)  The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement.
 
        (d)  The Company may withhold from any amounts payable under this
Agreement such federal, state or local taxes as shall be required to be withheld
pursuant to any applicable law or regulation.
 
        (e)  The Executive's failure to insist upon strict compliance with any
provision hereof shall not be deemed to be a waiver of such provision or any
other provision thereof.
 
        (f)  This Agreement contains the entire understanding of the Company and
the Executive with respect to the subject matter hereof.
 
        (g)  THE EXECUTIVE AND THE COMPANY ACKNOWLEDGE THAT THE EMPLOYMENT OF
THE EXECUTIVE BY THE COMPANY IS "AT WILL," AND MAY BE TERMINATED BY EITHER THE
EXECUTIVE OR THE COMPANY AT ANY TIME, SUBJECT TO THE COMPANY'S OBLIGATION TO
PROVIDE ADDITIONAL COMPENSATION AS PROVIDED IN THIS AGREEMENT. UPON A
TERMINATION OF THE
 
 
 
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<PAGE>
 
EXECUTIVE'S EMPLOYMENT PRIOR TO THE EFFECTIVE DATE, THERE SHALL BE NO FURTHER
RIGHTS UNDER THIS AGREEMENT.
 
     14. No Trust. No action under this Agreement by the Company or its Board of
Directors shall be construed as creating a trust, escrow or other secured or
segregated fund, in favor of the Executive or his beneficiary. The status of the
Executive and his beneficiary with respect to any liabilities assumed by the
Company hereunder shall be solely those of unsecured creditors of the Company.
Any asset acquired or held by the Company in connection with liabilities assumed
by it hereunder, shall not be deemed to be held under any trust, escrow or other
secured or segregated fund for the benefit of the Executive or his beneficiary
or to be security for the performance of the obligations of the Company, but
shall be, and remain a general, unpledged, unrestricted asset of the Company at
all times subject to the claims of general creditors of the Company.
 
     15. No Assignability. Neither the Executive nor his beneficiary, nor any
other person shall acquire any right to or interest in any payments payable
under this Agreement, otherwise than by actual payment in accordance with the
provisions of this Agreement, or have any power to transfer, assign, anticipate,
pledge, mortgage or otherwise encumber, alienate or transfer any rights
hereunder in advance of any of the payments to be made pursuant to this
Agreement or any portion thereof which is expressly declared to be nonassignable
and nontransferable. No right or benefit hereunder shall in any manner be liable
for or subject to the debts, contracts, liabilities, or torts of the person
entitled to such benefit.
 
     IN WITNESS WHEREOF, the Executive has hereunto set his hand and, pursuant
to the authorization from its Board of Directors, Helmerich & Payne has caused
these presents to be executed in its name on its behalf, all as of the day and
year first above written.
 
 
 
                                 -----------------------------------------------
                                                   "EXECUTIVE"
 
 
 
                                 HELMERICH & PAYNE, INC., a Delaware corporation
 
                                 By
                                   ---------------------------------------------
                                               "HELMERICH & PAYNE"
 
 
 
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<PAGE>
 
 
                                    EXHIBIT A
 
 
NOTICE. VARIOUS LAWS, INCLUDING TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE
CIVIL RIGHTS ACT OF 1866, THE PREGNANCY DISCRIMINATION ACT OF 1978, THE EQUAL
PAY ACT, THE CIVIL RIGHTS ACT OF 1991, THE AGE DISCRIMINATION IN EMPLOYMENT ACT,
THE REHABILITATION ACT OF 1973, THE AMERICANS WITH DISABILITIES ACT, THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT AND THE VETERANS REEMPLOYMENT RIGHTS ACT
(ALL AS AMENDED FROM TIME TO TIME), PROHIBIT EMPLOYMENT DISCRIMINATION BASED ON
SEX, RACE, COLOR, NATIONAL ORIGIN, RELIGION, AGE, DISABILITY, ELIGIBILITY FOR
COVERED EMPLOYEE BENEFITS AND VETERAN STATUS. YOU MAY ALSO HAVE RIGHTS UNDER
LAWS SUCH AS THE OLDER WORKER BENEFIT PROTECTION ACT OF 1990, THE WORKER
ADJUSTMENT AND RETRAINING ACT OF 1988, THE FAIR LABOR STANDARDS ACT, THE FAMILY
AND MEDICAL LEAVE ACT, THE OCCUPATIONAL HEALTH AND SAFETY ACT AND OTHER FEDERAL,
STATE AND/OR MUNICIPAL STATUTES, ORDERS OR REGULATIONS PERTAINING TO LABOR,
EMPLOYMENT AND/OR EMPLOYEE BENEFITS. THESE LAWS ARE ENFORCED THROUGH THE UNITED
STATES DEPARTMENT OF LABOR AND ITS AGENCIES, INCLUDING THE EQUAL EMPLOYMENT
OPPORTUNITY COMMISSION (EEOC), AND VARIOUS STATE AND MUNICIPAL LABOR
DEPARTMENTS, FAIR EMPLOYMENT BOARDS, HUMAN RIGHTS COMMISSIONS AND SIMILAR
AGENCIES.
 
THIS GENERAL RELEASE IS BEING PROVIDED TO YOU IN CONNECTION WITH THE SPECIAL,
INDIVIDUALIZED SEVERANCE PACKAGE OUTLINED IN SECTION 5(A)(I) OF YOUR CHANGE OF
CONTROL AGREEMENT DATED ____________, 2002 (THE "AGREEMENT"). THE FEDERAL OLDER
WORKER BENEFIT PROTECTION ACT REQUIRES THAT YOU HAVE AT LEAST TWENTY-ONE (21)
DAYS, IF YOU WANT IT, TO CONSIDER WHETHER YOU WISH TO SIGN A RELEASE SUCH AS
THIS ONE IN CONNECTION WITH A SPECIAL, INDIVIDUALIZED SEVERANCE PACKAGE. YOU
HAVE UNTIL THE CLOSE OF BUSINESS TWENTY-ONE (21) DAYS FROM THE DATE YOU RECEIVE
THIS GENERAL RELEASE TO MAKE YOUR DECISION. YOU MAY NOT SIGN THIS GENERAL
RELEASE UNTIL, AT THE EARLIEST, YOUR OFFICIAL DATE OF SEPARATION FROM
EMPLOYMENT, _________________.
 
BEFORE EXECUTING THIS GENERAL RELEASE YOU SHOULD REVIEW THESE DOCUMENTS
CAREFULLY AND CONSULT WITH YOUR ATTORNEY.
 
YOU MAY REVOKE THIS GENERAL RELEASE WITHIN SEVEN (7) DAYS AFTER YOU SIGN IT AND
IT SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THAT REVOCATION PERIOD HAS
EXPIRED. IF YOU DO NOT ACCEPT THE SEVERANCE PACKAGE AND SIGN AND RETURN THIS
GENERAL RELEASE, OR IF YOU EXERCISE YOUR RIGHT TO REVOKE THE GENERAL RELEASE
AFTER SIGNING IT, YOU WILL NOT BE ELIGIBLE FOR THE SPECIAL, INDIVIDUALIZED
SEVERANCE PACKAGE. ANY REVOCATION MUST BE IN WRITING AND MUST BE RECEIVED BY
HELMERICH & PAYNE, INC., ATTENTION: DIRECTOR, HUMAN RESOURCES, HELMERICH &
PAYNE, INC., UTICA AT TWENTY-FIRST, TULSA, OK 74114, WITHIN THE SEVEN-DAY PERIOD
FOLLOWING YOUR EXECUTION OF THIS GENERAL RELEASE.
 
--------------------------------------------------------------------------------
 
<PAGE>
 
 
                                 GENERAL RELEASE
 
 
In consideration of the special, individualized severance package offered to me
by Helmerich & Payne, Inc. and the separation benefits I will receive as
reflected in Section 5(a)(i) of my Change of Control Agreement dated
____________, 2002 (the "Agreement"), I hereby release and discharge Helmerich &
Payne, Inc. and its predecessors, successors, affiliates, parent, subsidiaries
and partners and each of those entities' employees, officers, directors and
agents (hereafter collectively referred to as the "Company") from all claims,
liabilities, demands, and causes of action, known or unknown, fixed or
contingent, which I may have or claim to have against the Company either as a
result of my past employment with the Company and/or the severance of that
relationship and/or otherwise, and hereby waive any and all rights I may have
with respect to and promise not to file a lawsuit to assert any such claims.
 
This General Release includes, but is not limited to, claims arising under Title
VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the Pregnancy
Discrimination Act of 1978, the Equal Pay Act, the Civil Rights Act of 1991, the
Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the
Americans With Disabilities Act, the Employee Retirement Income Security Act or
1974 and the Veterans Reemployment Rights Act (all as amended from time to
time). This General Release also includes, but is not limited to, any rights I
may have under the Older Workers Benefit Protection Act of 1990, the Worker
Adjustment and Retraining Act of 1988, the Fair Labor Standards Act, the Family
and Medical Leave Act, the Occupational Health and Safety Act and any other
federal, state and/or municipal statutes, orders or regulations pertaining to
labor, employment and/or employee benefits. This General Release also applies to
any claims or rights I may have growing out of any legal or equitable
restrictions on the Company's rights not to continue an employment relationship
with its employees, including any express or implied employment contracts, and
to any claims I may have against the Company for fraudulent inducement or
misrepresentation, defamation, wrongful termination or other retaliation claims
in connection with workers' compensation or alleged "whistleblower" status or on
any other basis whatsoever.
 
It is specifically agreed, however, that this General Release does not have any
effect on any rights or claims I may have against the Company which arise after
the date I execute this General Release or on any vested rights I may have under
any of the Company's qualified benefit plans or arrangements as of or after my
last day of employment with the Company or on any of the Company's obligations
under the Agreement.
 
I have carefully reviewed and fully understand all the provisions of the
Agreement and General Release, including the foregoing Notice. I have not relied
on any representation or statement, oral or written, by the Company or any of
its representatives, which is not set forth in those documents.
 
The Agreement and this General Release, including the foregoing Notice, set
forth the entire agreement between me and the Company with respect to this
subject. I understand that my receipt and retention of the separation benefits
covered by the Agreement are contingent not only on my execution of this General
Release, but also on my continued compliance with my other obligations under the
Agreement. I acknowledge that the Company gave me twenty-one (21) days to
consider whether I wish to accept or reject the separation benefits I am
eligible to receive under the Agreement in exchange for this General Release. I
also acknowledge that the
 
 
<PAGE>
 
 
Company advised me to seek independent legal advice as to these matters, if I
chose to do so. I hereby represent and state that I have taken such actions and
obtained such information and independent legal or other advice, if any, that I
believed were necessary for me to fully understand the effects and consequences
of the Agreement and General Release prior to signing those documents.
 
Dated this ___ day of __________, ____.
 
 
 
 
 
                                 -----------------------------------------------
 
 
 
 
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</TEXT>
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