Exhibit 10.1

STONE ENERGY CORPORATION

MARCH 1, 2017

DIRECTOR RESTRICTED STOCK UNIT AGREEMENT

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Participant:                                      

Grant Date:      March 1, 2017                             

Number of Restricted Stock Units Granted:                              ¹

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THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “ Agreement ”), dated as of the Grant Date specified above, is entered into by and between Stone Energy Corporation, a corporation organized in the State of Delaware (the “ Company ”), and the Participant specified above, pursuant to the Stone Energy Corporation 2017 Long Term Incentive Plan, as in effect and as amended from time to time (the “ Plan ”), which is administered by the Committee and the Board; and

WHEREAS, it has been determined under the Plan that it would be in the best interests of the Company to grant the Restricted Stock Units (“ RSUs ”) provided herein to the Participant; and

WHEREAS , for purposes of this Agreement, the Company has deemed it appropriate to award the Participant with the number of RSUs stated above which represents an equivalent value of $[                  ] ² which is the value of the Participant’s Plan Year 2017 equity award for serving as a non-employee director on the Company’s Board of Directors; and

WHEREAS , the Company has utilized the price per share of the Company’s Common Stock as of the date of the Company’s emergence from bankruptcy which was established to be $18.56 per share as of February 28, 2017.

NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby mutually covenant and agree as follows:

1.     Incorporation By Reference; Plan Document Receipt . This Agreement is subject in all respects to the terms and provisions of the Plan (including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are

expressly intended not to apply to the Award provided hereunder), all of which terms and provisions are made a part of and incorporated into this Agreement as if they were each expressly set forth herein. Except as provided otherwise herein, any capitalized term not defined in this Agreement shall have the same meaning as is ascribed thereto in the Plan. The Participant hereby acknowledges receipt of a true copy of the Plan and that the Participant has read the Plan carefully and fully understands its content. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control.

2.     Grant of Restricted Stock Unit Award . The Company hereby grants the number of RSUs specified above to the Participant, as of the Grant Date stated above. Except as otherwise provided by the Plan, the Participant agrees and understands that nothing contained in this Agreement provides, or is intended to provide, the Participant with any protection against potential future dilution of the Participant’s interest in the Company for any reason, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of the shares of Common Stock underlying the RSUs, except as otherwise specifically provided for in the Plan or this Agreement.

3.     Vesting .

(a)    Subject to the provisions of this Section 3, the RSUs subject to this Award shall become fully vested on the date immediately prior to the Company’s annual meeting of shareholders in the year following the Grant Date, provided that the Participant has not incurred a “ Separation from Service ” within the meaning of Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. Section 1.409A-1(h), other than due to the Participant’s death or removal from the Board without cause, in which cases the RSUs shall become vested upon such event. There shall be no proportionate or partial vesting in the periods prior to the vesting date.

(b)     Corporate Change . All unvested RSUs shall become fully vested upon a Corporate Change.

(c)     Board Discretion to Accelerate Vesting . In addition to the foregoing, the Board may, in its sole discretion, accelerate vesting of the RSUs at any time and for any reason.

(d)     Forfeiture . Except as set forth in Section 3(a), all unvested RSUs shall be immediately forfeited upon the Participant’s termination of service with the Board.

4.     Delivery of Shares .    Subject to the provisions of Section  17 hereof, within ten (10) days following the applicable vesting date of the RSUs the Participant shall receive the number of shares of Common Stock that correspond to the number of RSUs that have become vested on the applicable vesting date, less a number of shares of Common Stock equal to the product of (i) the Fair Market Value of the shares of Common Stock on the delivery date and (ii) the highest marginal Federal tax rate applicable to individuals, with the result rounded down to the nearest whole share (the “ Tax Reduction ”). The Fair Market Value of the shares of Common Stock subject to the Tax Reduction shall be paid to the Participant in cash at the same time as the delivery of the shares of Common Stock pursuant to this Section 4 (collectively, the “ RSU Settlement ”).

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5.     Dividends; Rights as Stockholder . Cash dividends on the number of shares of Common Stock issuable hereunder shall be credited to a dividend book entry account on behalf of the Participant with respect to each RSU granted to the Participant; provided that such cash dividends shall not be deemed to be reinvested in shares of Common Stock and shall be held uninvested and without interest and paid in cash at the same time that the shares of Common Stock underlying the RSUs are delivered to the Participant in accordance with the provisions hereof. Stock dividends on shares of Common Stock shall be credited to a dividend book entry account on behalf of the Participant with respect to each RSU granted to the Participant; provided that such stock dividends shall be paid in shares of Common Stock at the same time that the shares of Common Stock underlying the RSUs are delivered to the Participant in accordance with the provisions hereof. Except as otherwise provided herein, the Participant shall have no rights as a stockholder with respect to any shares of Common Stock covered by any RSU unless and until the Participant has become the holder of record of such shares.

6.     Non-Transferability . The RSUs, and any rights and interests with respect thereto, issued under this Agreement and the Plan shall not be sold, exchanged, transferred, assigned, pledged, encumbered or otherwise disposed of or hypothecated in any way by the Participant (or any beneficiary of the Participant who holds the RSUs as a result of a transfer by will or by the laws of descent and distribution), other than in accordance with the provisions of Section 13(e) of the Plan.

7.     Governing Law; Jurisdiction and Venue . All questions arising with respect to the provisions of this Agreement shall be determined by application of the laws of the State of Delaware, without giving any effect to any conflict of law provisions thereof, except to the extent Delaware law is preempted by federal law. The obligation of the Company to sell and deliver Common Stock hereunder is subject to applicable laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Common Stock. The Company and the Participant shall irrevocably and unconditionally (a) submit in any proceeding relating to the Plan or this Agreement, or for the recognition and enforcement of any judgment in respect thereof (a “ Proceeding ”), to the exclusive jurisdiction of the courts located in Louisiana, the court of the United States of America for the Western District of Louisiana, and appellate courts having jurisdiction of appeals from any of the foregoing, and agree that all claims in respect of any such Proceeding shall be heard and determined in such state court or, to the extent permitted by law, in such federal court, (b) consent that any such Proceeding may and shall be brought in such courts and waives any objection that the Company and the Participant may now or thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agree not to plead or claim the same, (c) waive all right to trial by jury in any Proceeding (whether based on contract, tort or otherwise) arising out of or relating to the Plan or this Agreement, (d) agree that service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party, in the case of a Participant, at the Participant’s address shown in the books and records of the Company or, in the case of the Company, at the Company’s principal offices, attention General Counsel, and (e) agree that nothing in the Plan shall affect the right to effect service of process in any other manner permitted by the laws of the State of Delaware.

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8.     Withholding of Tax . If the Participant is subject to wage withholding at the source under the Code with respect compensation paid to the Participant by the Company, then the following provisions of this Section 8 shall apply: The Company may require the Participant to pay to the Company, an amount the Company deems necessary to satisfy its current or future obligation to withhold federal, state or local income or other taxes, if any, that the Participant incurs as a result of the Award. With respect to any required tax withholding, the Participant may (a) direct the Company to withhold from the shares of Common Stock to be issued to the Participant under this Agreement, an amount sufficient to satisfy any federal, state, local and foreign taxes of any kind (including, but not limited to, the Participant’s FICA and SDI obligations) which the Company, in its sole discretion, deems necessary to be withheld or remitted to comply with the Code and/or any other applicable law, rule or regulation with respect to the RSUs (such amount, in the aggregate, the “ Withholding Obligation ”), which determination will be based on the shares’ Fair Market Value at the time such determination is made; (b) deliver to the Company shares of Common Stock sufficient to satisfy the Withholding Obligation, based on the shares’ Fair Market Value at the time such determination is made; or (c) deliver cash to the Company sufficient to satisfy the Withholding Obligation. Without limiting the foregoing, the Company shall withhold shares of Common Stock otherwise deliverable to the Participant hereunder in order to pay the Participant’s income and employment taxes due upon vesting of the RSUs, but only to the extent permitted by applicable accounting rules so as not to affect accounting treatment.

9.     Legend . The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates, if any, representing shares of Common Stock issued pursuant to this Agreement. The Participant shall, at the request of the Company, promptly present to the Company any and all certificates, if any, representing shares of Common Stock acquired pursuant to this Agreement in the possession of the Participant in order to carry out the provisions of this Section  9 .

10.     Securities Representations . This Agreement is being entered into by the Company in reliance upon the following express representations and warranties of the Participant. The Participant hereby acknowledges, represents and warrants that:

(a)    The Participant has been advised that the Participant may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933 (the “ Act ”) and in this connection the Company is relying in part on the Participant’s representations set forth in this Section  10 .

(b)    The shares of Common Stock issuable hereunder must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such shares of Common Stock and the Company is under no obligation to register such shares of Common Stock (or to file a “re-offer prospectus”).

(c)    If the Participant is deemed to be an affiliate within the meaning of Rule 144 of the Act, the Participant understands that (i) the exemption from registration under Rule 144 will not be available unless (A) a public trading market then exists for the Stock of the Company, (B) adequate information concerning the Company is then available to the public, and

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(C) other terms and conditions of Rule 144 or any exemption therefrom are complied with, and (ii) any sale of the shares of Common Stock issuable hereunder may be made only in limited amounts in accordance with the terms and conditions of Rule 144 or any exemption therefrom.

(d)    The Participant is an “accredited investor” within the meaning of Regulation D of the Act.

11.     Entire Agreement; Amendment . This Agreement, together with the Plan, contains the entire agreement between the parties hereto with respect to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whether written or oral, between the parties relating to such subject matter. This Agreement may be amended by the Board or by the Committee at any time (a) if the Board or the Committee determines, in its sole discretion, that an amendment is necessary or advisable in light of any addition to or change in any federal or state, tax or securities law or other law or regulation, which change occurs after the Grant Date and by its terms applies to the Award; or (b) other than in the circumstances described in clause (a) or provided in the Plan, with the Participant’s consent.

12.     Notices . All notices required or permitted under this Agreement must be in writing and personally delivered or sent by certified mail, return receipt requested, and shall be deemed to be delivered on the date on which it is actually received by the person to whom it is properly addressed, in the case of a Participant, at the Participant’s address shown in the books and records of the Company or, in the case of the Company, at the Company’s principal offices, attention General Counsel. Any person entitled to notice hereunder may waive such notice in writing.

13.     No Right to Employment . Any questions as to whether and when there has been a termination and the cause of such termination shall be determined in the sole discretion of the Committee. Nothing in this Agreement confers upon you the right to continue in the employ of or performing services for the Company or any Subsidiary, or interfere in any way with the rights of the Company or any Subsidiary to terminate a Participant’s employment or service relationship at any time, subject to any employment agreement or other service agreement in effect between the Company and the Participant.

14.     Transfer of Personal Data . The Participant authorizes, agrees and unambiguously consents to the transmission by the Company (or any Subsidiary) of any personal data information related to the RSUs awarded under this Agreement for legitimate business purposes (including, without limitation, the administration of the Plan). This authorization and consent is freely given by the Participant.

15.     Compliance with Laws . Notwithstanding any provision of this Agreement to the contrary, the issuance of the RSUs (and the shares of Common Stock upon settlement of the RSUs) pursuant to this Agreement will be subject to compliance with all applicable requirements of federal, state, or foreign law with respect to such securities and with the requirements of any stock exchange or market system upon which the Common Stock may then be listed. No Common Stock will be issued hereunder if such issuance would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be

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listed. In addition, Common Stock will not be issued hereunder unless (a) a registration statement under the Act, is at the time of issuance in effect with respect to the shares issued or (b) in the opinion of legal counsel to the Company, the shares issued may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Award will relieve the Company of any liability in respect of the failure to issue such shares of Common Stock as to which such requisite authority has not been obtained. As a condition to any issuance hereunder, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company. From time to time, the Board and appropriate officers of the Company are authorized to take the actions necessary and appropriate to file required documents with governmental authorities, stock exchanges, and other appropriate Persons to make shares of Common Stock available for issuance.

16.     Section 409A . This Agreement and the Plan are intended to comply with the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent. To the extent that this Award is subject to Section 409A of the Code, it shall be paid in a manner that will comply with Section 409A of the Code, including proposed, temporary or final regulations or any other guidance issued by the Secretary of the Treasury and the Internal Revenue Service with respect thereto. The Company shall have no liability to a Participant, or any other party, if an Award that is intended to be exempt from, or compliant with, Section 409A of the Code is not so exempt or compliant or for any action taken by the Committee or the Company and, in the event that any amount or benefit under this Agreement or the Plan becomes subject to penalties under Section 409A of the Code, responsibility for payment of such penalties shall rest solely with the affected Participants and not with the Company.

17.     Deferrals . If permitted by the Company, the Participant may elect, subject to the terms and conditions of the Plan and any other applicable written plan or procedure adopted by the Company from time to time for purposes of such election, to defer the distribution of all or any portion of the shares of Common Stock that would otherwise be distributed to the Participant hereunder, which shall include for this purpose the number of shares of Common Stock subject to the Tax Reduction (the “ Deferred Shares ”), consistent with the requirements of Section 409A of the Code. Upon the vesting of RSUs that have been so deferred, the applicable number of Deferred Shares shall be credited to a bookkeeping account established on the Participant’s behalf (the “ Account ”). Subject to Section 5 hereof, the RSU Settlement in respect of the Deferred Shares credited to the Participant’s Account shall be distributed to the Participant in accordance with the terms and conditions of the Plan and the other applicable written plans or procedures of the Company, consistent with the requirements of Section 409A of the Code. A Participant’s ability to elect deferral of distributions under this Section 17 will at all times be subject to applicable restrictions, if any, under the Company’s “blackout” policy or other trading restriction imposed by the Company.

18.     Binding Agreement; Assignment . This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the Company and its successors and assigns.

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The Participant shall not assign any part of this Agreement without the prior express written consent of the Company, which consent may not be unreasonably withheld, conditioned or delayed.

19.     Headings . The titles and headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement.

20.     Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument.

21.     Further Assurances . Each party hereto shall do and perform (or shall cause to be done and performed) all such further acts and shall execute and deliver all such other agreements, certificates, instruments and documents as either party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the Plan and the consummation of the transactions contemplated thereunder.

22.     Severability . If any provision of this Agreement is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions hereof, but such provision shall be fully severable and this Agreement shall be construed and enforced as if the illegal or invalid provision had never been included herein.

[Remainder of Page Intentionally Left Blank]

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By signing below, the Participant hereby acknowledges receipt of the RSUs issued on the Grant Date indicated above, which have been issued under the terms and conditions of the Plan and this Agreement.

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Exhibit 10.2

STONE ENERGY CORPORATION

DIRECTORS DEFERRED COMPENSATION PLAN

1.     Establishment . Stone Energy Corporation, a corporation organized in the State of Delaware (the “ Company ”), hereby adopts and establishes an unfunded deferred compensation plan for non-employee directors of the Company, which shall be known as the Stone Energy Corporation Deferred Compensation Plan (the “ DCP ”). The DCP is a sub-plan under the Stone Energy Corporation 2017 Long Term Incentive Plan (the “ Plan ”).

2.     Purpose . The purpose of the DCP is to provide each non-employee director of the Company the ability to defer receipt of shares of Common Stock issued in respect of equity-based awards received by such non-employee director for her or his service to the Company until a future date chosen by such non-employee director.

3.     Incorporation By Reference; Plan Document Receipt . This DCP is subject in all respects to the terms and provisions of the Plan (including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are expressly intended not to apply to the Award provided hereunder), all of which terms and provisions are made a part of and incorporated into this DCP as if they were each expressly set forth herein. Except as provided otherwise herein, any capitalized term not defined in this DCP shall have the same meaning as is ascribed thereto in the Plan. The Participant hereby acknowledges receipt of a true copy of the Plan and this DCP and that the Participant has read the Plan and this DCP carefully and fully understands the content of each of them. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control.

4.     Definitions .

“ Acceleration Events ” is defined in Section 11.1 hereof.

“ Account ” means a hypothetical bookkeeping account established in the name of each Participant and maintained by the Company to reflect the Participant’s interests under the DCP.

“ Beneficiary ” means any person or entity, designated in accordance with Section 13.7, entitled to receive benefits which are payable upon or after a Participant’s death pursuant to the terms of the DCP.

“ Change in Control ” shall mean a “Corporate Change” as defined in the Plan; provided that such Corporate Change constitutes a “change in control event” within the meaning of Treas. Regs. Section 1.409A-3(i)(5).

“ DCP ” means this Stone Energy Corporation Deferred Compensation Plan, as amended from time to time.

“ Deferral Election ” means an election by an Eligible Director to defer Equity Compensation.

“ Distribution Date ” means a date specified by a Participant in his or her Election Notice for the payment of all or a portion of such Participant’s Account.

“ Effective Date ” means March 1, 2017.

“ Election Notice ” means the notice or notices provided from time to time by the Committee to Participants for purposes of permitting the Participants to make Deferral Elections under the DCP. The Election Notice returned to the Committee by any Participant shall conform to the requirements of Section 6 and any other applicable provisions of the DCP and shall include the percentage of Equity Awards to be deferred; the Distribution Date(s); and the form of payment being made in a one (1) time lump sum. The form Election Notice is attached hereto and incorporated herein as Exhibit A . Each Election Notice shall become irrevocable as of the last day of the Election Period.

“ Election Period ” means the period established by the Committee with respect to each Plan Year during which Deferral Elections for such Plan Year must be made in accordance with the requirements of Section 409A of the Code, as follows:

(a)     General Rule . Except as provided in (b) below, the Election Period shall end no later than the last day of the calendar year immediately preceding the Plan Year to which the Deferral Election relates.

(b)     Newly Eligible Directors . The Election Period for newly Eligible Directors shall end no later than thirty (30) days after the non-employee director first becomes eligible to participate in the DCP and shall apply only with respect to compensation earned after the date of the Deferral Election.

“ Eligible Director ” means each non-employee director of the Company.

“ Equity Compensation ” means any equity-based incentive compensation awards received by a Participant for his or her service as a director pursuant to the Plan or any successor thereto.

“ Participant ” means an Eligible Director who elects to participate in the DCP by filing an Election Notice in accordance with Section 6.1 and any former Eligible Director who continues to be entitled to a benefit under the DCP.

“ Plan Year ” means the period which begins on the date of the Company’s annual meeting shareholders for a given year, or initially on the date of adoption of the Plan, and ends on the date immediately prior to the next succeeding annual meeting shareholders in the following calendar year.

“ Separation from Service ” has the meaning set forth in Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. Section 1.409A-1(h).

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“ Unforeseeable Emergency ” means a severe financial hardship of the Participant resulting from (a) an illness or accident of the Participant, the Participant’s spouse, or the Participant’s dependent; (b) a loss of the Participant’s property due to casualty; or (c) such other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, all as determined in the sole discretion of the Committee.

“ Vesting Date ” means the date that Equity Compensation becomes vested and non-forfeitable pursuant to the award agreement granting the Equity Compensation.

5.     Eligibility; Participation .

5.1     Requirements for Participation . Any Eligible Director may participate in the DCP commencing as of the date on which he or she becomes an Eligible Director. An Eligible Director may become a Participant in the DCP by making a Deferral Election in accordance with Section 6.

6.     Election Procedures .

6.1     Deferral Election . An Eligible Director may elect to defer Equity Compensation by completing an Election Notice and filing it with the Committee during the Election Period. The Election Notice must specify:

(a)    The percentage of Equity Compensation to be deferred;

(b)    The Distribution Date for the Participant’s Account (subject to the provisions of the DCP); and

(c)    The form of payment for the Participant’s Account being made in a lump sum.

6.2     Equity Compensation Deferrals . A Participant may elect to defer receipt of up to 100% of the Participant’s Equity Compensation for any Plan Year by making a Deferral Election in accordance with this Section 6. Equity Compensation Deferrals shall be credited to the Participant’s Account as of the date the deferred Equity Compensation otherwise would have been settled.

7.     Accounts .

7.1     Establishment of Accounts . The Company shall establish and maintain an Account for each Participant. The Company may establish more than one Account on behalf of any Participant as deemed necessary by the Committee for administrative purposes.

7.2     Crediting of Account . The Committee will credit to the Participant’s Account a number of shares of Common Stock equal to the number of shares of Common Stock otherwise deliverable to the Participant in respect of the deferred Equity Compensation absent such Participant’s Deferral Election. The number of shares of Common Stock credited to a Participant’s Account are subject to adjustment in accordance with Section 9 of the Plan.

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7.3     Dividend Equivalents . As of the date of payment of any cash dividend on Common Stock, the Committee will credit to the Account a number of shares equal to the cash dividend per share times the number of shares credited to the Account as of the dividend record date divided by the Fair Market Value of the shares of Common Stock. As of the date of payment of any stock dividend on Common Stock, the Committee will credit to the Account a number of shares of Common Stock equal to the stock dividend declared times the number of shares of Common Stock credited to the Account as of the dividend record date.

7.4     Nature of Accounts . The Account is maintained for bookkeeping purposes only. Shares of Common Stock credited to the Account are not considered actual shares of Common Stock of the Company for any purpose and a Participant will have no rights as a stockholder with respect to such shares of Common Stock. Shares will include fractional shares of Common Stock computed to three decimal places.

8.     Vesting .

8.1     Vesting of Equity Compensation Deferrals . Participants shall be fully vested at all times in their Equity Compensation deferrals and any Dividend Equivalents made with respect thereto.

9.     Payment of Participant Accounts .

9.1     In General . Payment of a Participant’s Account shall be made (or commence, in the case of installments) on the earliest to occur of the following events (each a “ Payment Event ”):

(a)    The Distribution Date specified in the Participant’s Deferral Election; provided that, the Participant must select from among the available Distribution Date(s) designated by the Committee and set forth in the Election Notice;

(b)    The Participant’s Separation from Service;

(c)    The Participant’s death; and

(d)    The occurrence of a Corporate Change.

9.2     Timing of Payments . Except as otherwise provided in this Section 9, payments shall be made or commence within 10 business days following a Payment Event.

9.3     Form of Payment . Each Participant shall specify in his or her Election Notice that the form of payment will be in a one (1) time lump sum for amounts in his or her Account that are covered by the election.

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9.4     Medium of Payment . Payment of a Participant’s Account shall be made in accordance with the form of payment provided for in the applicable Equity Compensation award agreement; provided any fractional shares shall be paid in cash based on the Fair Market Value of the shares of Common Stock on at the time of the Payment Event.

10.     Payments Due to Unforeseeable Emergency .

10.1     Request for Payment . If a Participant suffers an Unforeseeable Emergency, he or she may submit a written request to the Committee for payment of his or her Account.

10.2     No Payment If Other Relief Available . The Committee will evaluate the Participant’s request for payment due to an Unforeseeable Emergency taking into account the Participant’s circumstances and the requirements of Section 409A of the Code. In no event will payments be made pursuant to this Section 10 to the extent that the Participant’s hardship can be relieved: (a) through reimbursement or compensation by insurance or otherwise; or (b) by liquidation of the Participant’s assets, to the extent that liquidation of the Participant’s assets would not itself cause severe financial hardship; or (c) by the cessation of deferrals under the DCP.

10.3     Limitation on Payment Amount . The amount of any payment made on account of an Unforeseeable Emergency shall not exceed the amount reasonably necessary to satisfy the Participant’s financial need, including amounts necessary to pay any Federal, state or local income taxes or penalties reasonably anticipated to result from the payment, as determined by the Committee.

10.4     Timing of Payment . Payments shall be made from a Participant’s Account as soon as practicable and in any event within 10 business days following the Committee’s determination that an Unforeseeable Emergency has occurred and authorization of payment from the Participant’s Account.

11.     Acceleration Events .

11.1     Permissible Acceleration Events . Notwithstanding anything in the DCP to the contrary, the Committee, in its sole discretion, may accelerate payment of all or a portion of a Participant’s Account upon the occurrence of any of the events (“ Acceleration Events ”) set forth in this Section 11. The Committee’s determination of whether payment may be accelerated in accordance with this Section 11 shall be made in accordance with Treas. Reg. Section 1.409A-3(j)(4).

(a)     Domestic Relations Orders . The Committee may accelerate payment of a Participant’s Account to the extent necessary to comply with a domestic relations order (as defined in Section 414(p)(1)(B) of the Code).

(b)     Limited Cashouts . The Committee may accelerate payment of a Participant’s Account to the extent that (i) the aggregate amount in the Participant’s Account does not exceed the applicable dollar amount under Section 402(g)(1)(B) of the Code, (ii) the payment results in the termination of the Participant’s entire interest in the DCP and any plans that are aggregated with the DCP pursuant to Treas. Reg. Section 1.409A-1(c)(2), and (iii) the Committee’s decision to cash out the Participant’s Account is evidenced in writing no later than the date of payment.

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(c)     Payment of Employment Taxes . The Committee may accelerate payment of all or a portion of a Participant’s Account (i) to pay the Federal Insurance Contributions Act (FICA) tax imposed under Sections 3010, 3121(a) and 3121(v)(2) of the Code (the “ FICA Amount ”), or (ii) to pay the income tax at source on wages imposed under Section 3401 of the Code or the corresponding withholding provisions of applicable state, local or foreign tax laws as a result of the payment of the FICA Amount and the additional income tax at source on wages attributable to the pyramiding Section 3401 wages and taxes; provided, however, that the total payment under this Section 11.1(c) shall not exceed the FICA Amount and the income tax withholding related to the FICA Amount.

(d)     Payment Upon Income Inclusion . The Committee may accelerate payment of all or a portion of a Participant’s Account to the extent that the DCP fails to meet the requirements of Section 409A of the Code; provided that, the amount accelerated shall not exceed the amount required to be included in income as a result of the failure to comply with Section 409A of the Code.

(e)     Termination of the DCP . The Committee may accelerate payment of all or a portion of a Participant’s Account upon termination of the DCP in accordance with Treas. Reg. Section 1.409A-3(j)(4)(ix).

(f)     Payment of State, Local or Foreign Taxes . The Committee may accelerate payment of all or a portion of a Participant’s Account for:

(i)    the payment of state, local or foreign tax obligations arising from participation in the DCP that relate to an amount deferred under the DCP before the amount is paid or made available to the Participant (the “ State, Local and Foreign Tax Amount ”); provided, however, the accelerated payment amount shall not exceed the taxes due as a result of participation in the DCP, and/or

(ii)    the payment of income tax at source on wages imposed under Section 3401 of the Code as a result of such payment and the payment of the additional income tax at source on wages imposed under Section 3401 of the Code attributable to the additional Section 3401 wages and taxes; provided however, the accelerated payment amount shall not exceed the aggregate of the State, Local and Foreign Tax Amount and the income tax withholding related to such amount.

(g)     Certain Offsets . The Committee may accelerate payment of all or a portion of the Participant’s Account to satisfy a debt of the Participant to the Company incurred in the ordinary course of the service relationship between the Company and the Participant; provided, however, the amount accelerated shall not exceed $5,000 and the payment shall be made at the same time and in the same amount as the debt otherwise would have been due and collected from the Participant.

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(h)     Bona Fide Disputes as to Right to Payment . The Committee may accelerate payment of all or a portion of a Participant’s Account where the payment is part of a settlement between the Company and the Participant of an arm’s length, bona fide dispute as to the Participant’s right to the deferred amount.

12.     Amendment and Termination .

12.1    The Board may, at any time, and in its discretion, alter, amend, modify, suspend or terminate the DCP or any portion thereof; provided, however, that no such amendment, modification, suspension or termination shall, without the consent of a Participant, adversely affect such Participant’s rights with respect to amounts credited to or accrued in his or her Account and provided, further, that, no payment of benefits shall occur upon termination of the DCP unless the requirements of Section 409A of the Code have been met.

13.     Miscellaneous .

13.1     No Employment or Other Service Rights . Nothing in the DCP or any instrument executed pursuant thereto shall confer upon any Participant any right to continue to serve the Company or interfere in any way with the right of the Company to terminate the Participant’s service at any time with or without notice and with or without cause.

13.2     Tax Withholding . The Company shall have the right to deduct from any amounts otherwise payable under the DCP any Federal, state, local, or other applicable taxes required to be withheld.

13.3     Governing Law . The DCP shall be administered, construed and governed in all respects under and by the laws of Delaware, without reference to the principles of conflicts of law (except and to the extent preempted by applicable Federal law).

13.4     Section 409A of the Code . The Company intends that the DCP comply with the requirements of Section 409A of the Code and shall be operated and interpreted consistent with that intent. Notwithstanding the foregoing, the Company makes no representation that the DCP complies with Section 409A of the Code and shall have no liability to any Participant for any failure to comply with Section 409A of the Code.

13.5     General Assets/Trust . All amounts provided under the DCP shall be paid from the general assets of the Company and no separate fund shall be established to secure payment. Notwithstanding the foregoing, the Company may, but need not, establish a rabbi trust to assist it in funding any DCP obligations.

13.6     No Warranties . Neither the Company nor the Committee warrants or represents that the value of any Participant’s Account will increase. Each Participant assumes the risk in connection with the deemed investment of his or her Account.

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13.7     Beneficiary Designation . Each Participant under the DCP may from time to time name any beneficiary or beneficiaries to receive the Participant’s interest in the DCP in the event of the Participant’s death. Each designation will revoke all prior designations by the same Participant, shall be in a form reasonably prescribed by the Committee and shall be effective only when filed by the Participant in writing with the Company during the Participant’s lifetime. If a Participant fails to designate a beneficiary, then the Participant’s designated beneficiary shall be deemed to be the Participant’s estate.

13.8     No Assignment . Neither a Participant nor any other person shall have any right to sell, assign, transfer, pledge, anticipate or otherwise encumber, transfer, hypothecate or convey any amounts payable hereunder prior to the date that such amounts are paid (except for the designation of beneficiaries pursuant to Section 13.7).

13.9     Expenses . The costs of administering the DCP shall be paid by the Company.

13.10     Severability . If any provision of the DCP is held to be invalid, illegal or unenforceable, whether in whole or in part, such provision shall be deemed modified to the extent of such invalidity, illegality or unenforceability and the remaining provisions shall not be affected.

13.11     Headings and Subheadings . Headings and subheadings in the DCP are for convenience only and are not to be considered in the construction of the provisions hereof.

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IN WITNESS WHEREOF, STONE ENERGY CORPORATION has adopted this DCP as of the Effective Date written above.

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EXHIBIT A

FORM ELECTION NOTICE UNDER

STONE ENERGY CORPORATION DIRECTORS DEFERRED COMPENSATION PLAN

[See Next Page]

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STONE ENERGY CORPORATION

DIRECTORS DEFERRED COMPENSATION PLAN

ELECTION NOTICE FOR THE [              ] PLAN YEAR

This Election Notice must be completed and returned to the General Counsel at Stone Energy Corporation (the “ Company ”) by no later than December 31, [              ] (the “ Election Deadline ”); provided, that, if you are a newly Eligible Director, as determined by the Committee, the Election Deadline is the 30th day after you become an Eligible Director. Your election becomes irrevocable as of the Election Deadline.

Pursuant to the terms of the Stone Energy Corporation Deferred Compensation Plan (the “ DCP ”), I hereby elect to defer certain of my compensation for the [              ] Plan Year in accordance with this election. Capitalized terms used but not defined herein have the meanings set forth in the DCP.

Equity Compensation Deferral Election

Pursuant to Section 6 of the DCP, I hereby elect to defer (              ) percent (              %) of the shares of Common Stock deliverable pursuant to my Equity Compensation, if any, rounded down to the nearest whole share for the [              ] Plan Year in accordance with this election.

Distribution Date Election

I hereby elect the following Distribution Date:

         Third anniversary of the Vesting Date; or

         Date of Separation from Service with the Board

Other Payment Events

Notwithstanding the above Distribution Date election, if any of the following Payment Events occurs prior to the Distribution Date, payment shall be made in accordance with Section 9 of the DCP:

Form of Payment

I hereby elect to receive one (1) lump sum payment with respect to amounts deferred hereunder.

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Section 409A of the Code

I understand that the DCP is intended to comply with Section 409A of the Code and that it will be interpreted accordingly. However, I also understand that the Company will have no liability with respect to any failure to comply with Section 409A of the Code.

Subsequent Plan Years

I understand that this Deferral Election applies only with respect to compensation earned for services performed during the [              ] Plan Year. I hereby acknowledge that if I wish to defer any of my compensation with respect to future Plan Years, I will need to make a new Deferral Election by completing another Election Notice and submitting it to the Committee on or before the Election Deadline for such Plan Year.

Acknowledgement

By executing this Election Notice I acknowledge that:

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I hereby make this election as of this          day of                      ,              .

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