Superior Energy Services, Inc. Directors Deferred Compensation Plan (As amended and restated December 8, 2014)

1. Purpose.  The purpose of the Superior Energy Services, Inc. Directors Deferred Compensation Plan (the “Plan”) is to aid Superior Energy Services, Inc. (“Superior”) in attracting and retaining experienced outside or non-employee directors by providing them with tax-deferred savings opportunities.  The Plan is intended to comply with Code Section 409A. 

2. Definitions.  For the purposes of this Plan, the following words and phrases shall have the meanings indicated, unless the context clearly indicates otherwise:

3. Participation and Participant Elections. 

3.1 Participation.  Participation in the Plan shall be limited to those individuals who (a) are Non-Employee Directors and (b) elect to participate in this Plan by filing a Participation Agreement with the Administrative Committee or its Designee. 

3.2 Deferral of Cash Compensation.  Subject to the other terms and conditions of this Plan, a Participant may elect to convert or defer up to a total of 100% of his or her Cash Compensation for a given Plan Year under the Plan, expressed as either a dollar amount or a percentage of the Participant’s Cash Compensation for such Plan Year, as set forth in Sections 3.2(a) and (b).

(a) A Participant may elect to convert all or a portion of his or her Cash Compensation for a given Plan Year to Deferred Stock Units, or DSUs.  Each DSU represents the right to receive one share of Common Stock upon payout.  The DSUs will be fully vested and credited to the Participant’s Account as of the date on which the Cash Compensation would otherwise have been paid.  The number of DSUs credited to a Participant’s Account is determined by dividing the dollar amount of the Cash Compensation being converted on the applicable payment date by the Fair Market Value of the Common Stock on such payment date.  Like the Restricted Stock Units, a Participant does not have the right to vote any DSUs or to receive dividends with respect to any DSUs until the DSUs are settled in shares of Common Stock.  However, during the Deferral Period, each DSU shall be credited with dividend equivalents as set forth in Section 4.4.  A Participant’s DSUs shall be accounted for separately from his or her Deferral Amounts, and shall be subject to the all of the provisions of this Plan except Section 4.2. 

(b) A Participant may elect to defer all or a portion of his or her Cash Compensation for a given Plan Year under the Plan (the “Deferral Amount”), which amounts shall

3.3 Deferral of Restricted Stock Units. 

(a) Subject to the terms and conditions of this Section 3.3, a Participant may elect to defer, on a grant-by-grant basis, the receipt of all or a portion of the shares of Common Stock that he or she is entitled to receive upon his or her Separation of Service or upon vesting of such Restricted Stock Units, as applicable, in connection with the payout of those Restricted Stock Units (and any related amounts credited to the Participant’s Dividend Equivalent Account under Section 4.4).  Except as permitted by Section 3.3(b), such deferral election must be made during the applicable Section 3.4 enrollment period for the Plan Year in which the Restricted Stock Units are granted; provided that if the Non-Employee Director makes such an election during the 30-day period described in Section 3.4(b) and after the date of grant of the Restricted Stock Units, the number of shares deferred shall be equal to the total number of Restricted Stock Units multiplied by a fraction, the numerator of which is the number of days between the date on which the election is made and the date of the next annual meeting following the date of grant, and the denominator of which is the number of days between the date of grant and the date of the next annual meeting, rounded to next lower number of whole shares. 

(b) A Participant may make a one-time election to defer receipt of all or a portion of the shares of Common Stock underlying any grant of Restricted Stock Units awarded to him or her prior to the date of Board approval of this Plan.  Such election (i) must be received by the Administrative Committee by March 31, 2011, (ii) will become irrevocable on that date, (iii) shall not take effect until March 31, 2012; and (iv) must provide that the Deferral Period with respect to such Restricted Stock Units shall end no earlier than the fifth anniversary of the date of Participant’s Separation from Service, provided that if the Participant dies or becomes Disabled prior to such date, the shares of Common Stock shall be distributed to in accordance with Section 5.2.

(c) A Participant’s deferred Restricted Stock Units shall be accounted for separately from his or her Deferral Amounts, and shall be subject to the all of the provisions of this Plan except Sections 3.6 and 4.2. 

3.4 Election Timing and Effective Dates.

(a) A Participation Agreement must be filed prior to the December 31st immediately preceding the Plan Year for which it is effective or by such earlier deadline as the Administrative Committee may prescribe.

(b) Notwithstanding Section 3.4(a), a Participant who is newly eligible for the Plan (as determined in accordance with Treas. Reg. Section 1.409A-2(a)(7)) and who does not participate in any other account balance type nonqualified plan (as determined by Treas. Reg. Section 1.409A-1(c)) of the Company may file a Participation Agreement effective for the remainder of the initial Plan Year and applicable to compensation earned in the remainder of such Plan Year, but only if such election is made not more than 30 days after the Participant becomes eligible for the Plan. 

3.5 Contents of Participation Agreement.  The Administrative Committee shall have the discretion to specify the contents of Participation Agreements.  Subject to Section 7, each Participation Agreement shall set forth: (a) whether the Participant is electing to defer his or her Cash Compensation and/or Restricted Stock Units for that Plan Year; (b) the Deferral Amount and the period after which payment of the Deferral Amount and the issuance of the Common Stock underlying the DSUs or the deferred Restricted Stock Units, if applicable, are to be made or begin to be made (the “Deferral Period”); and (c) the form in which payments of the Deferral Amount, the DSUs and the deferred Restricted Stock Units, if applicable, are to be made, which may be a lump sum or in substantially equal annual installments of 2 to 10 years.  The Deferral Period may be expressed as ending on a specified date, upon the occurrence of an event (such as a Participant’s Separation from Service), or in accordance with such other terms and options that may be set forth in the Participation Agreement; provided, however, that the Deferral Period shall end no later than the tenth anniversary of the date of Participant’s Separation from Service.

3.6 Modification or Revocation of Election by Participant.

(a) A Participant may not change the Deferral Amount during a Plan Year.  However, a Participant may discontinue participation if he or she experiences an Unforeseeable Emergency, by completing such forms, and subject to such limitations and restrictions, as the Administrative Committee may prescribe.  If approved by the Administrative Committee, revocation shall take effect as of the next regularly-scheduled date on which Cash Compensation is to be paid.  If a Participant discontinues participation during a Plan Year, he or she will not be permitted to participate again in the Plan until the later of six months from the date of discontinuance or the commencement of the following Plan Year.

(b) A Participant may make an election to change the time or form of his or her payment from the Plan as set forth in an existing Participation Agreement, but in accordance with Treas. Reg. Section 1.409A-2(b), such a change must include the lengthening of the Deferral Period by no less than five years from the original payment date under the Participation Agreement (as in effect before such amendment).  In addition, such amended Participation Agreement must be filed with the Administrative Committee or its Designee at least 12 months prior to the date of the first scheduled payment under the Participation Agreement (as in effect before such amendment), and will not be effective for 12 months.  Under no circumstances may a Participant’s Participation Agreement be retroactively entered into, modified, or revoked.

3.7 Vesting of Accounts.  Subject to Section 9.1 and the terms of any deferred RSUs, each Participant shall be 100% vested in his or her Account(s) at all times.

4. Maintenance, Crediting, and Investment of Accounts. 

4.1 Maintenance of Accounts. 

(a) The Deferral Amount of a Participant with respect to each Plan Year of participation in the Plan shall be credited by the Administrative Committee to the Participant’s Account as and when such Deferral Amount would otherwise have been paid to the Participant. 

(b) Separate Accounts shall be maintained for each Participant.  More than one Account may be maintained for a Participant as necessary to reflect (i) various Hypothetical Investment Benchmarks, (ii) DSUs or deferred RSUs, and/or (iii) separate

4.2 Crediting of Accounts. 

(a) Each Participant shall be entitled to direct the manner in which his or her Accounts (other than Accounts related to DSUs or deferred RSUs) will be deemed to be invested by selecting among the Hypothetical Investment Benchmarks specified in Appendix A hereto, as amended by the Administrative Committee from time to time, and in accordance with such rules, regulations and procedures as the Administrative Committee may establish from time to time.  Notwithstanding anything to the contrary herein, earnings and losses based on a Participant’s investment elections shall begin to accrue as of the date such Participant’s Deferral Amounts are credited to his or her Accounts.

(b) The Administrative Committee shall determine the balance of each Account, as of each Valuation Date, by adjusting the balance of such Account as of the immediately preceding Valuation Date to reflect changes in the value of the deemed investments thereof, credits and debits pursuant to Section 4.1(a) and Section 4.2(a) and distributions pursuant to Section 5 with respect to such Account since the preceding Valuation Date.

4.3 Statement of Accounts.  The Administrative Committee shall submit to each Participant quarterly statements of his or her Account(s) in such form as the Administrative Committee deems desirable, setting forth the balance to the credit of such Participant in his or her Account(s) as of the end of the most recently-completed quarter.

4.4 Credit of Dividend Equivalents on Deferred Stock Units and Deferred Restricted Stock Units.  For any Deferred Stock Units or Restricted Stock Units a Participant elects to defer, the Administrative Committee shall establish and maintain a “Dividend Equivalent Account” as required under Section 6.4 of the Amended and Restated Superior Energy Services, Inc. 2004 Directors Restricted Stock Units Plan or the equivalent section of any successor plan.  All amounts in a Participant’s Dividend Equivalent Account shall be distributed to the Participant in tandem with the related shares of Common Stock underlying the Deferred Stock Units or the Restricted Stock Units, as applicable. 

5. Distribution of Benefits.

5.1 Time and Form of Payment. 

(a) Unless otherwise stated in this Section 5, at the end of the Deferral Period for each Account, the Company shall pay to the Participant the balance of such Account at the time or times elected by the Participant in the applicable Participation Agreement; provided that if the Participant has elected to receive payments from an Account in a lump sum, the Company shall pay the balance in such Account (determined as of the most recent Valuation Date preceding or coinciding with the payment date) in a lump sum in cash as soon as practicable after the end of the Deferral Period (no later than 90 days after the Deferral Period).  If the Participant has elected to receive payments from an Account in installments, the Company shall make annual payments from such Account, each of which shall consist of an amount equal to (i) the balance of

(b) If a Participant elects to defer an annual grant of Restricted Stock Units, the shares of Common Stock underlying such grant (and any related amounts credited to the Participant’s Dividend Equivalent Account under Section 4.4) shall be distributed at the time or times elected by the Participant in the applicable Participation Agreement, provided that if the Participant dies or becomes Disabled prior to such date, the shares of Common Stock shall be distributed to in accordance with Section 5.2. 

(c) Payments of DSUs shall be made in whole shares of Common Stock.  No fractional shares shall be issued, and any fractional shares will be converted to a cash payment based on the Fair Market Value of the Common Stock on the Valuation Date prior to distribution, or such other date as determined by the Administrative Committee.

5.2 Death or Disability.  Notwithstanding the provisions of Sections 5.1 hereof and any Participation Agreement, if a Participant dies or becomes Disabled (whether before or after Separation from Service) prior to receiving full payment of his or her Account(s), the Company shall pay the remaining balance of his or her Account (determined as of the most recent Valuation Date preceding or coinciding with such event) to the Participant or, if the Participant is deceased, in accordance with Section 6, in a lump sum in cash as soon as practicable following the occurrence of such event (no later than 90 days after the event occurs).

5.3 Hardship Withdrawals.  Notwithstanding the provisions of Section 5.1 and any Participation Agreement, a Participant shall be entitled to early payment of all or part of the balance in his or her Account(s) in the event of an Unforeseeable Emergency, in accordance with this Section 5.3.  A distribution pursuant to this Section 5.3 may only be made to the extent reasonably needed to satisfy the Unforeseeable Emergency need, and may not be made if such need is or may be relieved (a) through reimbursement or compensation by insurance or otherwise, (b) by liquidation of the Participant’s assets to the extent such liquidation would not itself cause severe financial hardship, or (c) by cessation of deferrals under the Plan.  An application for an early payment under this Section 5.3 shall be made to the Administrative Committee in such form and in accordance with such procedures as the Administrative Committee shall determine from time to time.  The determination of whether and in what amount and form a distribution will be permitted pursuant to this Section 5.3 shall be made by the Administrative Committee.

5.4 Withholding of Taxes.  Notwithstanding any other provision of this Plan, the Company shall withhold from payments made hereunder any amounts required to be so withheld by any applicable law or regulation.

5.5 Acceleration of Payment.  A Participant shall have no right to compel any accelerated payment of amounts due to a Participant.  The Company may accelerate the payment of some or all of the amounts due to a Participant in a given year only in accordance with this Section and Section 409A of the Code.

(a) Domestic Relations Orders. The Administrative Committee may, in its sole and absolute discretion, accelerate the time or schedule of a payment under the Plan to an individual other than the Participant as may be necessary to fulfill a domestic relations order (as defined in Section 414(p)(1)(B) of the Code).

(b) Conflicts of Interest.  The Administrative Committee may, in its sole and absolute discretion, provide for the acceleration of the time or schedule of a payment under the Plan to the extent necessary for any Federal officer or employee in the executive branch to comply with an ethics agreement with the Federal government.  Additionally, the Committee may, in its sole discretion, provide for the acceleration of the time or schedule of a payment under the Plan to the extent reasonably necessary to avoid the violation of an applicable Federal, state, local, or foreign ethics law or conflicts of interest law (including where such payment is reasonably necessary to permit the Participant to participate in activities in the normal course of his or her position in which the Participant would otherwise not be able to participate under an applicable rule).

(c) Limited Cash-Outs.  The Administrative Committee may, in its sole discretion, require a mandatory lump sum payment of amounts deferred under the Plan that do not exceed the applicable dollar amount under Section 402(g)(1)(B) of the Code, provided that the payment results in the termination and liquidation of the entirety of the Participant’s interest under the Plan, including all agreements, methods, programs, or other arrangements with respect to which deferrals of compensation are treated as having been deferred under a single plan under Section 409A of the Code.

(d) Payment Upon Income Inclusion Under Section 409A.  The Administrative Committee may, in its sole discretion, provide for the acceleration of the time or schedule of a payment under the Plan if at any time the Plan fails to meet the requirements of Section 409A of the Code.  The payment may not exceed the amount required to be included in income as a result of the failure to comply with the requirements of Section 409A of the Code.

(e) Payment of State, Local, or Foreign Taxes.  The Administrative Committee may, in its sole discretion, provide for the acceleration of the time or schedule of a payment under the Plan to reflect payment of state, local, or foreign tax obligations arising from participation in the Plan that apply to an amount deferred under the Plan before the amount is paid or made available to the participant (the state, local, or foreign tax amount).  Such payment may not exceed the amount of such taxes due as a result of participation in the Plan.  The payment may be made in the form of withholding pursuant to provisions of applicable state, local, or foreign law or by payment directly to the Participant.  Additionally, the Administrative Committee may, in its sole discretion, provide for the acceleration of the time or schedule of a payment under the Plan to pay the income tax at source on wages imposed under Section 3401 of the Code as a result of such payment and to pay the additional income tax at source on wages imposed under Section 3401 of the Code attributable to such additional wages and taxes.  However, the total payment under this

(f) Bona Fide Disputes as to a Right to a Payment.  The Nominating and Corporate Governance Committee may, in its sole discretion, provide for the acceleration of the time or schedule of a payment under the Plan where such payments occur as part of a settlement between the Participant and the Company of an arm’s length, bona fide dispute as to the Participant’s right to the deferred amount, if done in accordance with Treasury Regulation Section 1.409A-3(j)(4)(xiv).

(g) Plan Terminations and Liquidations.  The Nominating and Corporate Governance Committee may, in its sole discretion, provide for the acceleration of the time or schedule of a payment under the Plan as provided in Section 8.2.

(h) Other Events and Conditions.  A payment may be accelerated upon such other events and conditions as the Internal Revenue Service may prescribe in generally applicable guidance published in the Internal Revenue Bulletin.

5.6 Delay of Payment.  The Company may delay a payment otherwise due hereunder to a date after the designated payment date under any of the following circumstances:

(a) Delay Due to Financial Considerations. Any payment required to be made on a date set forth under the terms of this Plan may be delayed if payment on the originally scheduled date would jeopardize the ability of the Company to continue as a going concern (in such case, payment will be made during the first taxable year after such payment no longer would have such effect).

(b) Legal Compliance.  If the Company reasonably anticipates that the making of the payment will violate applicable law, provided that the payment shall be made at the earliest date at which the Company reasonably anticipates that the making of the payment will not cause such violation.  (The making of a payment that would cause inclusion in gross income or the application of any penalty provision or other provision of the Code is not treated as a violation of applicable law.)

(c) Other Events and Conditions.  Payment may also be delayed upon such other events and conditions as the Commissioner of Internal Revenue may prescribe in generally applicable guidance published in the Internal Revenue Bulletin, if a Participant is subject to the requirements of Section 16(a) of the Securities Exchange Act of 1934, the Participant’s balance under this Plan shall not be distributed on account of a Change of Control prior to the date that is one year after the date of the Change of Control, unless such balance is distributable pursuant to another provision of the Plan.

5.7 Source of Shares of Common Stock for DSU Payout.  All shares of Common Stock issuable upon the payout of Deferred Stock Units following the applicable Deferral Period shall be issued under, and subject to the terms and conditions of, Superior’s 2013 Stock Incentive Plan, or any successor stock incentive plan providing for the issuance of Common Stock to Non-Employee Directors. 

6. Beneficiary Designation. 

6.1 Right to Designate Beneficiary.  Each Participant shall have the right, at any time, to designate any person, persons, or entity as his or her Beneficiary or Beneficiaries.  A Beneficiary designation shall be made, and may be amended, by the Participant by filing a written designation with the Administrative Committee, on such form and in accordance with such procedures as the Administrative Committee shall establish from time to time.

6.2 No Beneficiary Designation.  If a Participant fails to designate a Beneficiary as provided above, or if all designated Beneficiaries predecease the Participant, then the Participant shall be deemed to have designated the surviving spouse of the Participant as the designated Beneficiary.  If the Participant dies without a designated Beneficiary (or spouse as the deemed designated Beneficiary), then the Participant’s Beneficiary shall be deemed to be the Participant’s estate.

7. Administration. 

7.1 Administrative Committee.  The Plan shall be administered by the Administrative Committee.  A majority of the members of the Administrative Committee shall constitute a quorum.  All resolutions or other action taken by the Administrative Committee shall be by a vote of a majority of its members present at any meeting or, without a meeting, by an instrument in writing signed by all its members.  Members of the Administrative Committee may participate in a meeting of such committee by means of a conference telephone or similar communications equipment that enables all persons participating in the meeting to hear each other, and such participation in a meeting shall constitute presence in person at the meeting and waiver of notice of such meeting.

7.2 Committee Responsibilities.  The Administrative Committee shall be responsible for the administration of this Plan and shall have all powers necessary to administer this Plan, including discretionary authority to determine eligibility for benefits and to decide claims under the terms of this Plan, except to the extent that any such powers are vested in any other person.  The Administrative Committee may from time to time establish rules for the administration of this Plan, and it shall have the exclusive right to interpret this Plan and to decide any matters arising in connection with the administration and operation of this Plan.  All rules, interpretations, and decisions of the Administrative Committee shall be conclusive and binding on the Company, Participants, and Beneficiaries.

7.3 Ability to Delegate Responsibilities.  The Administrative Committee’s responsibilities shall include, but shall not be limited to, determining in the first instance issues related to eligibility, Hypothetical Investment Benchmarks, distribution of Deferral Amounts, determination of account balances, crediting of hypothetical earnings and debiting of hypothetical losses and of distributions, in-service withdrawals, deferral elections and any other duties concerning the day-to-day operation of this Plan.  The Administrative Committee may designate one of its members as a chairperson and may retain and supervise outside providers, third party administrators, record keepers, and professionals (including in-house professionals) to perform any or all of the duties delegated to it hereunder.

7.4 Limitation of Liability.  Neither a member of the Board nor any member of the Administrative Committee shall be liable for any act or action hereunder, whether of omission or commission, by any other member or employee or by any agent to whom duties in connection

7.5 Recusal.  Any member of the Administrative Committee who is due a benefit under the Plan shall recuse himself or herself from any Administrative Committee deliberations that concern such member’s benefits, including deliberations concerning such member’s eligibility for a benefit or his or her level of benefits.  The previous sentence shall not apply to deliberations that apply to Participants generally rather than the particular member at issue.

7.6 Recovery of Administration Expenses.  Any expense incurred by the Company or the Administrative Committee relative to the administration of this Plan shall be paid by the Company and/or may be deducted from the Accounts of the Participants, as determined by the Administrative Committee.

8. Amendment and Termination of Plan. 

8.1 Amendment.  The Nominating and Corporate Governance Committee of the Board, or any person(s) to whom such committee has delegated the right to amend the Plan, may at any time amend this Plan in whole or in part, provided, however, that no amendment shall be effective to decrease the balance in any Account as accrued at the time of such amendment.  The Administrative Committee shall have authority to approve administrative and technical amendments that do not materially increase the cost of the Plan.  The Company may amend the Plan in any other manner that does not cause adverse consequences under Section 409A of the Code or other guidance from the Treasury Department or IRS, provided that no amendments shall divest otherwise vested rights of Participants, or their Beneficiaries.

8.2 Company’s Right to Terminate.  The Nominating and Corporate Governance Committee may terminate the Plan (or, where allowed by Section 409A of the Code, a portion of the Plan) and accelerate any payments due (or that may become due) under the Plan under the following circumstances:

(a) Section 409A Change of Control.  The Plan termination occurs pursuant to an irrevocable action of the Nominating and Corporate Governance Committee that is taken within the 30 days preceding or the 12 months following a Section 409A Change of Control, and all other plans sponsored by the Company that are required to be aggregated with this Plan under Section 409A of the Code are also terminated with respect to each Participant therein who was employed by the Company that underwent the Section 409A Change of Control (“Change of Control Participant”).  In the event of such a termination, the amounts due under this Plan, together with amounts due to each Change of Control Participant under all aggregated plans, shall be paid at the time and pursuant to the schedule specified by the Nominating and Corporate Governance Committee, so long as all payments are required to be made no later than 12 months after the date that the Nominating and Corporate Governance Committee or its Designee irrevocably approves the termination.

(b) Company’s Discretion.  In the discretion of the Nominating and Corporate Governance Committee, provided that: (i) all arrangements sponsored by the Company that would be aggregated with the Agreement under Treasury Regulation Section 1.409A-1(c) if the same employee participated in all of the arrangements are terminated; (ii) no payments other than payments that would be payable under the terms of the arrangements if the termination had not occurred are made within 12 months of the termination of the arrangements; (iii) all payments are made within 24 months of the termination of the arrangements; and (iv) the Company does not adopt a new arrangement that under Treasury Regulation Section 1.409A-1(c) that would be aggregated with the Agreement if the same service provider participated in both arrangements, at any time within three years following the date of termination of the Agreement.

(c) Dissolution or Bankruptcy Court Order.  Within 12 months of a corporate dissolution of the Company taxed under Section 331 of the Code, or with the approval of a bankruptcy court pursuant to 11 U.S.C. Section 503(b)(1)(A), provided that the amounts deferred under the Plan are included in the Participant’s gross income in the latest of (i) the calendar year in which the termination occurs, (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture, or (iii) the first calendar year in which the payment is administratively practicable.

(d) Other.  Due to such other events and conditions as the Commissioner of the IRS may prescribe in generally applicable guidance published in the Internal Revenue Bulletin.

9. Miscellaneous. 

9.1 Unfunded Plan.  This Plan is intended to be an unfunded plan maintained primarily for the purpose of providing deferred compensation for Non-Employee Directors.  All payments pursuant to the Plan shall be made from the general funds of the Company and no special or separate fund shall be established or other segregation of assets made to assure payment.  No Participant or other person shall have under any circumstances any interest in any particular property or assets of the Company as a result of participating in the Plan.  Notwithstanding the foregoing, the Company may (but shall not be obligated to) create one or more grantor trusts, the assets of which are subject to the claims of the Company’s creditors, to assist it in accumulating funds to pay its obligations under the Plan.  Participants shall have no right to compel the investment of any amounts deposited in any such trust(s).

9.2 Nonassignability.  Except as specifically set forth in the Plan with respect to the designation of Beneficiaries, neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage, or otherwise encumber, transfer, hypothecate, or convey in advance of actual receipt the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are, expressly declared to be unassignable and non-transferable.  No part of the amounts payable shall, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony, or separate maintenance owed by a Participant or any other person, nor be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency.

9.3 Validity and Severability; Code Section 409A.  The invalidity or unenforceability of any provision of this Plan shall not affect the validity or enforceability of any

9.4 Governing Law.  The validity, interpretation, construction, and performance of this Plan shall in all respects be governed by the laws of the State of Louisiana, without reference to principles of conflict of law, except to the extent preempted by federal law.

9.5 Status.  Nothing in this Plan or any instrument executed pursuant to this Plan will confer upon any Participant any right to continue as a director of the Company or affect the right of the Company to terminate the services of any Participant. 

9.6 Underlying Plans and Programs.  Nothing in this Plan shall prevent the Company from modifying, amending or terminating the compensation or the plans and programs pursuant to which compensation is earned and which is deferred under this Plan.