HELMERICH & PAYNE, INC.
1996 STOCK INCENTIVE PLAN

NONQUALIFIED STOCK OPTION AGREEMENT

EXERCISE NUMBER
DATE OF SHARES
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NAME:
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OPTION PRICE:
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SHARES GRANTED:
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GRANT DATE:
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EXPIRATION DATE:
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NONQUALIFIED STOCK OPTION AGREEMENT
UNDER HELMERICH & PAYNE, INC.
1996 STOCK INCENTIVE PLAN

THIS NONQUALIFIED STOCK OPTION AGREEMENT (the "Option Agreement") is
made as of the ___ day of ________, 19__, at Tulsa, Oklahoma, by and between
______________, (hereinafter referred to as the "Participant") and Helmerich &
Payne, Inc. (hereinafter referred to as the "Company").

W I T N E S S E T H:

WHEREAS the Participant is a key employee of the Company or a
Subsidiary or Affiliated Entity of the Company and it is important to the
Company that the Participant be encouraged to remain in the employ of the
Company or a Subsidiary or an Affiliated Entity of the Company, and

WHEREAS, in recognition of such facts, the Company desires to provide
to the Participant an opportunity to purchase shares of the common stock of the
Company, as hereinafter provided, pursuant to the "Helmerich & Payne, Inc.
1996 Stock Incentive Plan" (the "Plan"),

NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth and for good and valuable consideration, the Participant and the
Company hereby agree as follows:

1. GRANT OF STOCK OPTION. The Company hereby grants to the
Participant an option (the "Stock Option") as described in Sections 83 and 421
of the Internal Revenue Code of 1986 (the "Code") to purchase all or any part
of an aggregate of _____________________ _________ (_____) shares of its common
stock (the "Stock") of the Company as set forth below, under and subject to the
terms and conditions of this Option Agreement and the Plan which is
incorporated herein by reference and made a part hereof for all purposes. The
purchase price for each share to be purchased hereunder shall be ____________
and __/100 Dollars ($_____) and shall equal the Fair Market Value of the Stock
as of the date of grant.

2. TIME PERIODS FOR EXERCISE OF STOCK OPTION. After, and only
after, the conditions of Section 9 hereof have been satisfied,
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the Participant shall be eligible to exercise that portion of his Stock Option
pursuant to the schedule set forth hereinafter. If the Participant's
employment with the Company (or of any Subsidiary or Affiliated Entity of the
Company) remains full-time and continuous at all times to any of the "Exercise
Dates" specified hereafter, then the Participant shall be entitled, subject to
satisfaction of applicable provisions of the Plan and this Option Agreement, to
exercise on or after the applicable Exercise Date, on a cumulative basis, the
applicable number of shares of Stock specified below:

Exercise Number
Date of Shares
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3. TERM OF STOCK OPTION. The term of the Stock Option shall be
for a period of ten (10) years from the date of grant of this Stock Option
("Option Period"), subject to earlier termination as provided in Section 6
below and pursuant to the terms of the Plan; and, the Stock Option may not be
exercised at any time unless the Participant shall have been in the full-time
continuous employ of the Company or a Subsidiary or Affiliated Entity of the
Company, from the date hereof to the date of the exercise of the Stock Option.
The holder of the Stock Option shall not have any of the rights of a
stockholder with respect to the shares of Stock covered by the Stock Option
except and only to the extent that one or more certificates for such shares of
Stock shall be delivered to him upon the due exercise of Stock Option. No
Stock Option may be exercised by the Participant (or such Participant's
personal representative in the event of his death) after the expiration of the
Option Period applicable to such Stock Option.

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4. LIMITED TRANSFERABILITY OF STOCK OPTIONS. Except as otherwise
provided in Section 9.4 of the Plan, any Stock Option granted shall not be
transferable. More particularly (but without limiting the generality of the
foregoing), the Stock Option may not be assigned, transferred (except as
provided in Section 9.4 of the Plan), pledged or hypothecated in any way, shall
not be assignable by operation of law and shall not be subject to execution,
attachment, or similar process. Any attempted assignment, transfer, pledge,
hypothecation or other disposition of the Stock Option contrary to the
provisions hereof shall be null and void and without effect.

5. EMPLOYMENT WITH THE COMPANY. So long as the Participant shall
continue to be a full-time and continuous employee of the Company or one or
more of the subsidiaries of the Company, any Stock Option granted to him shall
not be affected by any change of duties or position. Nothing in the Plan or in
this Option Agreement shall confer upon the Participant any right to continue
in the employ of the Company or any of the subsidiaries of the Company, or
interfere in any way with the right of the Company or any of the subsidiaries
of the Company to terminate such Participant's employment at any time.

6. TERMINATION OF EMPLOYMENT. If a Participant's employment
with the Company, a Subsidiary or an Affiliated Entity terminates at his
"Retirement Date" as such term is defined in the Helmerich & Payne, Inc.
Employees' Retirement Plan, death or Disability, the Participant shall be
entitled to purchase all or any part of the Shares subject to any vested Stock
Option during the remaining term of the Stock Option. If a Participant's
employment terminates for any other reason, the Participant shall be entitled
to purchase all or any part of the shares subject to any vested Stock Option
for a period of up to three months following such termination. In no event
shall any Stock Option be exercisable past the term of the Stock Option.

7. SPECIAL RULES WITH RESPECT TO STOCK OPTIONS. With respect to
Stock Options granted hereunder, the following special rules shall apply:

(a) Acceleration of Otherwise Unexercisable Stock
Options. The Committee may, in its sole discretion, accelerate the vesting of
unvested Stock Options.

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(b) Number of Stock Options Granted. Participants may be
granted more than one Stock Option. However, the number of Stock Options
awarded to any Participant in any fiscal year shall not exceed the granting
award limitation, specified in the Plan. In making any such determination, the
Committee shall obtain the advice and recommendation of the officers of the
Company or a Subsidiary or Affiliated Entity of the Company which have
supervisory authority over such Participants. The granting of a Stock Option
under this Option Agreement shall not affect any outstanding Stock Option
previously granted to a Participant under the Plan.

(c) Change of Control. If a "Change Of Control Event,"
as defined in Article II of the Plan, has occurred with respect to the Company,
any and all Stock Options granted under the Plan shall become immediately and
automatically vested and fully earned and exercisable, with such acceleration
to occur without the requirement of any further act by either the Company or
the Participant.

8. METHOD OF EXERCISING STOCK OPTION.

(a) Procedures for Exercise. The manner of exercising
the Stock Option herein granted shall be by written notice to the Secretary of
the Company at least two (2) days before the date the Stock Option, or part
thereof, is to be exercised, and in any event prior to the expiration of the
Option Period. Such notice shall state the election to exercise the Stock
Option and the number of shares of Stock with respect to that portion of the
Stock Option being exercised, and shall be signed by the person or persons so
exercising the Stock Option. The notice shall be accompanied by payment of the
full exercise price of such shares, and full payment of all withholding taxes,
in which event the Company shall deliver a certificate or certificates
representing such shares to the person or persons entitled thereto as soon as
practicable after the notices shall be received.

(b) Form of Payment. The exercise price for shares of
Stock purchased under this Option Agreement may be paid (i) in cash or by
check, bank draft or money order payable to the order of the Company; (ii) by
delivering shares of Common Stock of the Company having a Fair Market Value on
the date of payment equal to the amount of the exercise price; (iii) by
directing the Company to

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withhold shares of Common Stock of the Company to be delivered to the
Participant upon exercise of the Stock Option shares of Common Stock of the
Company having a Fair Market Value on the date of payment equal to the amount
of the exercise price; or (iv) a combination of the foregoing. In addition to
the foregoing procedures which may be available for the exercise of any Stock
Option, the Participant may deliver to the Company a notice of exercise
including an irrevocable instruction to the Company to deliver the stock
certificate representing the shares subject to a Stock Option to a broker
authorized to trade in the common stock of the Company. Upon receipt of such
notice the Company will acknowledge receipt of the executed notice of exercise
and forward this notice to the broker. Upon receipt of the copy of the notice
which has been acknowledged by the Company, and without waiting for issuance of
the actual stock certificate with respect to the exercise of the Stock Option,
the broker may sell the Stock (or that portion of the Stock necessary to cover
the exercise price and any withholding taxes due, if any). Upon receipt of the
stock certificate from the Company, the broker will deliver directly to the
Company that portion of the sales proceeds to cover the exercise price and any
withholding taxes. Further, the broker may also facilitate a loan to the
Participant upon receipt of the exercise notice in advance of the receipt for
issuance of the actual stock certificate as an alternative means of financing
and facilitating the exercise of any Stock Option. For all purposes of
effecting the exercise of a Stock Option, the date on which the Participant
gives the notice of exercise to the Company will be the date he becomes bound
contractually to take and pay for the shares of Stock underlying the Stock
Option.

(c) Withholding Taxes. A Participant shall pay the
amount of taxes required by law upon the exercise of the Stock Option (i) in
cash; (ii) by delivering to the Company shares of Common Stock of the Company
having a Fair Market Value on the date of payment equal to the amount of such
required withholding taxes; or (iii) by directing the Company to withhold from
the shares of Common Stock of the Company to be delivered to the Participant on
the exercise of the Stock Option Common Stock of the Company having a Fair
Market Value on the date of payment equal to the amount of such required
withholding taxes. No such Stock shall be issued to the Participant until the
Company receives full payment for the Stock purchased under Stock Option which
shall include any required State and Federal withholding taxes.

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(d) Further Information. In the event the Stock Option
is exercised, pursuant to the foregoing provisions of this Section 8, by any
person or persons other than the Participant, such notice shall also be
accompanied by appropriate proof of the right of such person or persons to
exercise the Stock Option. The notice so required shall be given by personal
delivery to the Secretary of the Company or by registered or certified mail,
addressed to the Company at 1579 East 21st Street, Tulsa, Oklahoma, 74114,
Attention: Corporate Secretary, and it shall be deemed to have been given when
it is so personally delivered or when it is deposited in the United States mail
in an envelope addressed to the Company, as aforesaid, properly stamped for
delivery as a registered or certified letter.

9. SECURITIES LAW RESTRICTIONS. Stock Options shall be exercised
and Stock issued only upon compliance with the Securities Act of 1933, as
amended (the "Act"), and any other applicable securities law, or pursuant to an
exemption therefrom.

10. NOTICES. All notices or other communications relating to the
Plan and this Option Agreement as it relates to the Participant shall be in
writing and shall be mailed (U.S. mail) by the Company to the Participant at
the then current address as maintained by the Company or such other address as
the Participant may advise the Company in writing.

11. INTERPRETATION. Unless otherwise provided in the Plan or in
this Option Agreement, the Committee shall have the authority to interpret and
construe the Plan and this Option Agreement and determine all questions arising
thereunder. Any interpretation, decision, or determination made by the
Committee shall be binding and conclusive. Unless the context expressly
provides otherwise, all capitalized words in this Option Agreement shall have
the same meaning as in the Plan.

12. GENDER. Whenever used herein, masculine pronouns shall be
deemed to include the feminine as well as the masculine gender.

13. CONFLICT. In the event of a conflict between this Option
Agreement and the Plan, the terms, conditions and provisions of the Plan shall
prevail.

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IN WITNESS WHEREOF, the Company has caused this Option Agreement to be
duly executed by its officers thereunto duly authorized, and the Participant
has hereunto set his hand and seal, all on the day and year first above
written.

"Company"

HELMERICH & PAYNE, INC.

By:
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Hans Helmerich
President

"Participant"

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