1993 Stock and Long-Term Incentive Plan - Halliburton Co.


                               HALLIBURTON COMPANY

                     1993 STOCK AND LONG-TERM INCENTIVE PLAN

                      As Amended and Restated May 16, 2000


                                   I. PURPOSE

     The purpose of the Halliburton  Company 1993 Stock and Long-Term  Incentive
Plan (the "Plan") is to provide a means whereby Halliburton  Company, a Delaware
corporation  (the "Company"),  and its  Subsidiaries  may attract,  motivate and
retain  highly  competent  employees  and to  provide a means  whereby  selected
employees can acquire and maintain stock ownership,  thereby strengthening their
concern for the long-term  welfare of the Company.  The Plan is also intended to
provide employees with additional incentive and reward opportunities designed to
enhance  the  profitable  growth of the  Company  over the long term.  A further
purpose of the Plan is to allow awards under the Plan to Non-employee  Directors
in order to enhance the Company's ability to attract and retain highly qualified
Directors.  Accordingly, the Plan provides for granting Incentive Stock Options,
Options which do not  constitute  Incentive  Stock Options,  Stock  Appreciation
Rights,   Restricted  Stock  Awards,   Performance  Share  Awards,  Stock  Value
Equivalent Awards, or any combination of the foregoing, as is best suited to the
circumstances  of the particular  employee or Non-employee  Director as provided
herein.


                                 II. DEFINITIONS

     The following  definitions  shall be applicable  throughout the Plan unless
specifically modified by any paragraph:

          (a) "Award" means,  individually or  collectively,  any Option,  Stock
     Appreciation  Right,  Restricted  Stock Award,  Performance  Share Award or
     Stock Value Equivalent Award.

          (b) "Board" means the Board of Directors of Halliburton Company.

          (c) "Change of Control Value" means, for the purposes of Clause (B) of
     Paragraph  (e) of Article  XII and Clause (B) of  Paragraph  (f) of Article
     XII,  the amount  determined  in Clause (i),  (ii) or (iii),  whichever  is
     applicable,  as follows: (i) the per share price offered to stockholders of
     the Company in any  merger,  consolidation,  sale of assets or  dissolution
     transaction,  (ii) the per  share  price  offered  to  stockholders  of the
     Company in any tender offer or exchange  offer  whereby a Corporate  Change
     takes place or (iii) if a Corporate  Change  occurs other than as described
     in Clause (i) or Clause (ii), the fair market value per share determined by
     the Committee as of the date  determined by the Committee to be the date of
     cancellation and surrender of an Option or Stock Appreciation Right. If the
     consideration  offered to  stockholders  of the Company in any  transaction
     described  in this  Paragraph  or  Paragraphs  (e) and (f) of  Article  XII
     consists of anything  other than cash,  the Committee  shall  determine the
     fair cash equivalent of the portion of the  consideration  offered which is
     other than cash.

          (d) "Code"  means  the  Internal  Revenue  Code of 1986,  as  amended.
     Reference in the Plan to any section of the Code shall be deemed to include
     any amendments or successor  provisions to such section and any regulations
     under such section.

          (e) "Committee"  means  the  committee   selected  by   the  Board  to
     administer  the Plan in accordance  with Paragraph (a) of Article IV of the
     Plan.

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          (f) "Common  Stock"  means the common stock par value $2.50 per share,
of Halliburton Company.

          (g) "Company" means Halliburton Company.

          (h) "Corporate  Change"  means one  of the following  events:  (i) the
     merger,  consolidation or other  reorganization of the Company in which the
     outstanding  Common  Stock is converted  into or exchanged  for a different
     class of  securities  of the Company,  a class of  securities  of any other
     issuer  (except  a  direct  or  indirect  wholly  owned  subsidiary  of the
     Company),  cash or other property;  (ii) the sale, lease or exchange of all
     or substantially  all of the assets of the Company to any other corporation
     or entity  (except a direct or  indirect  wholly  owned  subsidiary  of the
     Company);  (iii) the adoption by the  stockholders of the Company of a plan
     of  liquidation  and  dissolution;  (iv) the  acquisition  (other  than any
     acquisition  pursuant to any other clause of this definition) by any person
     or  entity,  including  without  limitation  a "group" as  contemplated  by
     Section  13(d)(3)  of  the  Exchange  Act,  of  beneficial  ownership,   as
     contemplated by such Section,  of more than twenty percent (based on voting
     power) of the Company's outstanding capital stock; or (v) as a result of or
     in connection with a contested election of directors,  the persons who were
     directors of the Company  before such election  shall cease to constitute a
     majority of the Board.

          (i) "Exchange  Act" means  the  Securities  Exchange  Act of 1934,  as
     amended.

          (j) "Fair Market Value" means,  as of any specified  date, the closing
     price of the Common Stock on the New York Stock Exchange (or, if the Common
     Stock is not then listed on such exchange,  such other national  securities
     exchange on which the Common Stock is then  listed) on that date,  or if no
     prices are reported on that date, on the last  preceding date on which such
     prices of the Common Stock are so reported. If the Common Stock is not then
     listed on any national  securities  exchange but is traded over the counter
     at the time a determination of its Fair Market Value is required to be made
     hereunder, its Fair Market Value shall be deemed to be equal to the average
     between the reported  high and low sales prices of Common Stock on the most
     recent date on which Common Stock was publicly traded.  If the Common Stock
     is not publicly traded at the time a determination of its value is required
     to be made hereunder,  the  determination of its Fair Market Value shall be
     made by the Committee in such manner as it deems appropriate.

          (k) "Holder" means an employee or Non-employee Director of the Company
     who has been granted an Award.

          (l) "Immediate Family" means, with respect to a particular Holder, the
     Holder's spouse,  children and  grandchildren  (including  adopted and step
     children and grandchildren).

          (m) "Incentive  Stock  Option"  means an Option within the  meaning of
     section 422 of the Code.

          (n) "Non-employee  Director" means a member of the Board who is not an
     employee or former employee of the Company or its Subsidiaries.

          (o) "Option"  means an Award granted under Article VII of the Plan and
     includes both Incentive  Stock Options to purchase Common Stock and Options
     which do not constitute Incentive Stock Options to purchase Common Stock.

          (p) "Option  Agreement" means a written  agreement between the Company
     and a Holder with respect to an Option.

          (q) "Optionee" means a Holder who has been granted an Option.

          (r) "Parent  Corporation"  shall have the meaning set forth in section
     424(e) of the Code.

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          (s) "Performance  Share Award" means an  Award granted under Article X
     of the Plan.

          (t) "Plan"  means the  Halliburton  Company  1993 Stock and  Long-Term
     Incentive Plan.

          (u) "Restricted  Stock Award" means  an Award granted under Article IX
     of the Plan.

          (v) "Rule 16b-3" means Rule 16b-3 of the general Rules and  Regulation
     of the Securities and Exchange  Commission  under the Exchange Act, as such
     rule is currently in effect or as hereafter modified or amended.

          (w) "Spread"  means,  in the case of a Stock  Appreciation  Right,  an
     amount equal to the excess,  if any, of the Fair Market Value of a share of
     Common Stock on the date such right is exercised over the exercise price of
     such Stock Appreciation Right.

          (x) "Stock  Appreciation  Right" means an Award  granted under Article
     VIII of the Plan.

          (y) "Stock  Appreciation  Rights  Agreement" means a written agreement
     between  the  Company  and a  Holder  with  respect  to an  Award  of Stock
     Appreciation Rights.

          (z) "Stock  Value  Equivalent  Award"  means  an Award  granted  under
     Article XI of the Plan.

          (aa) "Subsidiary" means a company (whether a corporation, partnership,
     joint  venture  or  other  form  of  entity)  in  which  the  Company  or a
     corporation  in which the Company  owns a majority of the shares of capital
     stock,  directly or  indirectly,  owns a greater than twenty percent equity
     interest,  except  that with  respect to the  issuance of  Incentive  Stock
     Options  the term  "Subsidiary"  shall  have the same  meaning  as the term
     "subsidiary corporation" as defined in section 424(f) of the Code.


                  III. EFFECTIVE DATE AND DURATION OF THE PLAN

     The Plan shall be  effective  upon the date of its  adoption  by the Board,
provided the Plan is approved by the  stockholders  of the Company within twelve
months  thereafter  and on or prior to the date of the first  annual  meeting of
stockholders  of the Company held  subsequent  to the  acquisition  of an equity
security by a Holder  hereunder for which exemption is claimed under Rule 16b-3.
Notwithstanding  any  provision of the Plan or in any Option  Agreement or Stock
Appreciation  Rights Agreement,  no Option or Stock  Appreciation Right shall be
exercisable prior to such stockholder approval. No further Awards may be granted
under the Plan  after ten years  from the date the Plan is adopted by the Board.
Subject to the provisions of Article XIII, the Plan shall remain in effect until
all  Options  and Stock  Appreciation  Rights  granted  under the Plan have been
exercised or expired by reason of lapse of time, all  restrictions  imposed upon
Restricted  Stock Awards have lapsed and all Performance  Share Awards and Stock
Value Equivalent Awards have been satisfied.


                               IV. ADMINISTRATION

     (a) Composition of Committee. The Plan shall be administered by a committee
which shall be (i) appointed by the Board and (ii)  constituted  so as to permit
the Plan to comply with Rule 16b-3 and  regulations  promulgated  under  section
162(m) of the Code.

     (b) Powers.  The Committee  shall have  authority,  in its  discretion,  to
determine which eligible  individuals  shall receive an Award, the time or times
when such Award shall be made,  whether an Incentive Stock Option,  nonqualified
Option or Stock  Appreciation  Right shall be  granted,  the number of shares of
Common Stock which may be issued under each Option, Stock Appreciation Right and
Restricted Stock Award, and the value of each Performance  Share Award and Stock
Value  Equivalent  Award. In making such  determinations  the Committee may take

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into account the nature of the services rendered by the respective  individuals,
their  responsibility  level,  their present and potential  contribution  to the
Company's  success and such other  factors as the  Committee  in its  discretion
shall deem relevant.

     (c) Additional  Powers.  The Committee shall have such additional powers as
are delegated to it by the other provisions of the Plan.  Subject to the express
provisions of the Plan, the Committee is authorized to construe the Plan and the
respective   agreements  executed  thereunder,   to  prescribe  such  rules  and
regulations relating to the Plan as it may deem advisable to carry out the Plan,
and to determine the terms, restrictions and provisions of each Award, including
such terms, restrictions and provisions as shall be requisite in the judgment of
the Committee to cause designated Options to qualify as Incentive Stock Options,
and to make all other  determinations  necessary or advisable for  administering
the Plan.  The  Committee  may  correct  any  defect or supply any  omission  or
reconcile any inconsistency in any agreement  relating to an Award in the manner
and to the extent the  Committee  shall deem  expedient  to carry the Award into
effect.  The  determinations of the Committee on the matters referred to in this
Article IV shall be conclusive.

     (d) Delegation of Authority.  The Committee may delegate some or all of its
power to the Chief  Executive  Officer  of the  Company as the  Committee  deems
appropriate;  provided,  however,  that (i) the  Committee  may not delegate its
power  with  regard to the  grant of an Award to any  person  who is a  "covered
employee"  within  the  meaning  of  section  162(m) of the Code or who,  in the
Committee's  judgment, is likely to be a covered employee at any time during the
period an Award to such employee  would be  outstanding;  and (ii) the Committee
may not delegate its power with regard to the selection for participation in the
Plan of an officer or other person  subject to Section 16 of the Exchange Act or
decisions  concerning  the  timing,  pricing  or  amount  of an Award to such an
officer or other person.


        V. GRANT OF OPTIONS, STOCK APPRECIATION RIGHTS, RESTRICTED STOCK
           AWARDS, PERFORMANCE SHARE AWARDS AND STOCK VALUE EQUIVALENT
                       AWARDS; SHARES SUBJECT TO THE PLAN

     (a) Award  Limits.  The Committee may from time to time grant Awards to one
or more  individuals  determined by it to be eligible for  participation  in the
Plan in accordance  with the  provisions of Article VI. The aggregate  number of
shares  of Common  Stock  that may be issued  under  the Plan  shall not  exceed
49,000,000 shares, of which no more than 16,000,000 may be issued in the form of
Restricted Stock Awards or pursuant to Performance Share Awards. Notwithstanding
anything contained herein to the contrary,  the number of Option shares or Stock
Appreciation  Rights,  singly or in  combination,  together with shares or share
equivalents  under  Performance  Share  Awards  granted to any Holder in any one
calendar year,  shall not in the aggregate  exceed  500,000.  Any of such shares
which remain unissued and which are not subject to outstanding Options or Awards
at the termination of the Plan shall cease to be subject to the Plan, but, until
termination  of the Plan,  the Company  shall at all times  reserve a sufficient
number of shares to meet the requirements of the Plan. Shares shall be deemed to
have been issued under the Plan only to the extent actually issued and delivered
pursuant to an Award.  To the extent  that an Award  lapses or the rights of its
Holder  terminate  or the Award is paid in cash,  any  shares  of  Common  Stock
subject to such Award shall again be  available  for the grant of an Award.  The
aggregate  number of shares  which may be issued under the Plan shall be subject
to  adjustment  in the same manner as  provided  in Article XII with  respect to
shares of Common  Stock  subject to Options  then  outstanding.  Separate  stock
certificates  shall be issued by the Company for those shares acquired  pursuant
to the  exercise of an  Incentive  Stock  Option and for those  shares  acquired
pursuant to the  exercise of any Option which does not  constitute  an Incentive
Stock Option.

     (b) Stock  Offered.  The stock to be  offered  pursuant  to the grant of an
Award may be  authorized  but unissued  Common Stock or Common Stock  previously
issued and reacquired by the Company.

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                                 VI. ELIGIBILITY

     Awards made pursuant to the Plan may be granted to individuals  who, at the
time of grant,  are  employees  of the  Company  or any  Parent  Corporation  or
Subsidiary of the Company or are Non-employee  Directors. An Award made pursuant
to the Plan may be granted on more than one  occasion  to the same  person,  and
such Award may include an  Incentive  Stock  Option,  an Option  which is not an
Incentive  Stock Option,  an Award of Stock  Appreciation  Rights,  a Restricted
Stock Award, a Performance  Share Award, a Stock Value  Equivalent  Award or any
combination thereof.  Each Award shall be evidenced by a written instrument duly
executed by or on behalf of the Company.


                               VII. STOCK OPTIONS

     (a) Stock  Option  Agreement.  Each Option  shall be evidenced by an Option
Agreement  between the Company and the Optionee  which shall  contain such terms
and conditions as may be approved by the Committee.  The terms and conditions of
the respective Option Agreements need not be identical.  Specifically, an Option
Agreement may provide for the payment of the option price,  in whole or in part,
by the delivery of a number of shares of Common  Stock (plus cash if  necessary)
having a Fair Market  Value equal to such option  price.  Each Option  Agreement
shall provide that the Option may not be exercised  earlier than six months from
the date of grant and shall  specify the effect of  termination  of the Holder's
service on the exercisability of the Option.

     (b) Option  Period.  The term of each Option  shall be as  specified by the
Committee at the date of grant;  provided that, in no case, shall the term of an
Option exceed ten years.

     (c) Limitations  on Exercise of Option.  An Option  shall be exercisable in
whole or in such installments and at such times as determined by the Committee.

     (d) Special  Limitations on Incentive Stock Options. To the extent that the
aggregate Fair Market Value  (determined  at the time the  respective  Incentive
Stock Option is granted) of Common Stock with respect to which  Incentive  Stock
Options are exercisable for the first time by an individual  during any calendar
year  under all  incentive  stock  option  plans of the  Company  and its Parent
Corporation  and  Subsidiaries  exceeds  $100,000,  such excess  Incentive Stock
Options  shall be treated as Options  which do not  constitute  Incentive  Stock
Options. The Committee shall determine, in accordance with applicable provisions
of the Code, Treasury Regulations and other administrative pronouncements, which
of an Optionee's  Incentive  Stock Option will not  constitute  Incentive  Stock
Options  because  of such  limitation  and shall  notify  the  Optionee  of such
determination  as soon as  practicable  after such  determination.  No Incentive
Stock  Option  shall be granted to an  individual  if, at the time the Option is
granted,  such  individual  owns  stock  possessing  more  than 10% of the total
combined  voting  power of all  classes of stock of the Company or of its Parent
Corporation  or a  Subsidiary,  within the meaning of section  422(b)(6)  of the
Code, unless (i) at the time such Option is granted the option price is at least
110% of the Fair Market Value of the Common Stock subject to the Option and (ii)
such Option by its terms is not  exercisable  after the expiration of five years
from the date of grant.

     (e) Option  Price.  The  purchase  price of Common  Stock issued under each
Option shall be determined by the  Committee,  but such purchase price shall not
be less than the Fair Market Value of Common Stock  subject to the Option on the
date the Option is granted.

     (f) Options and Rights in  Substitution  for Stock Options Granted by Other
Corporations.  Options and Stock  Appreciation  Rights may be granted  under the
Plan from time to time in  substitution  for stock  options held by employees of
corporations who become,  or who became prior to the effective date of the Plan,
employees  of the  Company  or of any  Subsidiary  as a result  of a  merger  or
consolidation of the employing  corporation with the Company or such Subsidiary,
or the  acquisition  by the Company or a  Subsidiary  of all or a portion of the

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assets of the  employing  corporation,  or the  acquisition  by the Company or a
Subsidiary  of stock of the  employing  corporation  with the  result  that such
employing corporation becomes a Subsidiary.

     (g) Repricing  Prohibited.  Except for adjustments pursuant to Article XII,
the purchase price of Common Stock for any outstanding  Option granted under the
Plan may not be decreased after the date of grant nor may an outstanding  Option
granted under the Plan be  surrendered to the Company as  consideration  for the
grant of a new Option with a lower purchase price.


                         VIII. STOCK APPRECIATION RIGHTS

     (a) Stock  Appreciation  Rights. A Stock Appreciation Right is the right to
receive an amount  equal to the Spread with  respect to a share of Common  Stock
upon the exercise of such Stock Appreciation  Right.  Stock Appreciation  Rights
may be granted  in  connection  with the grant of an  Option,  in which case the
Option  Agreement will provide that exercise of Stock  Appreciation  Rights will
result in the  surrender of the right to purchase the shares under the Option as
to which the Stock  Appreciation  Rights were  exercised.  Alternatively,  Stock
Appreciation  Rights may be granted  independently of Options in which case each
Award of Stock  Appreciation  Rights shall be evidenced by a Stock  Appreciation
Rights  Agreement  between the Company and the Holder  which shall  contain such
terms  and  conditions  as may be  approved  by the  Committee.  The  terms  and
conditions of the respective Stock  Appreciation  Rights  Agreements need not be
identical.  The Spread with respect to a Stock Appreciation Right may be payable
either in cash,  shares of Common  Stock with a Fair  Market  Value equal to the
Spread or in a combination  of cash and shares of Common Stock.  With respect to
stock  Appreciation  Rights that are subject to Section 16 of the Exchange  Act,
however,  the Committee  shall,  except as provided in Paragraphs (e) and (f) of
Article XII,  retain sole  discretion (i) to determine the form in which payment
of the Stock  Appreciation  Right will be made (i.e.,  cash,  securities  or any
combination  thereof) or (ii) to approve an election by a Holder to receive cash
in full or partial settlement of Stock Appreciation Rights. Upon the exercise of
any Stock Appreciation  Rights granted hereunder,  the number of shares reserved
for  issuance  under the Plan shall be reduced only to the extent that shares of
Common Stock are actually  issued in connection with the exercise of such Right.
Each  Stock   Appreciation   Rights  Agreement  shall  provide  that  the  Stock
Appreciation  Rights may not be exercised  earlier than six months from the date
of grant and shall  specify the effect of a Holder's  termination  of service on
the exercisability of the Stock Appreciation Rights.

     (b) Exercise  Price.  The exercise price of each Stock  Appreciation  Right
shall be determined by the Committee,  but such exercise price shall not be less
than the Fair  Market  Value of a share of  Common  Stock on the date the  Stock
Appreciation Right is granted.

     (c) Exercise Period.  The term of each Stock Appreciation Right shall be as
specified by the  Committee  at the date of grant;  provided  that,  in no case,
shall the term of a Stock Appreciation Right exceed ten years.

     (d) Limitations  on  Exercise  of   Stock   Appreciation   Right.  A  Stock
Appreciation  Right shall be exercisable in whole or in such installments and at
such times as determined by the Committee.

     (e) Repricing  Prohibited.  Except for adjustments pursuant to Article XII,
the exercise price of a Stock  Appreciation Right may not be decreased after the
date of grant nor may an outstanding Stock  Appreciation Right granted under the
Plan be surrendered to the Company as consideration for the grant of a new Stock
Appreciation Right with a lower exercise price.

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                           IX. RESTRICTED STOCK AWARDS

     (a) Restricted  Period To Be  Established  by the Committee.  At the time a
Restricted  Stock Award is made, the Committee  shall establish a period of time
(the "Restriction Period") applicable to such Award;  provided,  however,  that,
except as set forth below and as permitted by Paragraph  (b) of this Article IX,
such Restriction  Period shall not be less than three (3) years from the date of
grant  (the  "Minimum  Criteria").  An award  which  provides  for the  lapse of
restrictions  on shares  applicable  to such Award in equal annual  installments
over a period of at least three (3) years from the date of grant shall be deemed
to meet the Minimum  Criteria.  The foregoing  notwithstanding,  with respect to
Restricted  Stock  Awards  of up to an  aggregate  550,000  shares  (subject  to
adjustment as set forth in Article XII),  the Minimum  Criteria  shall not apply
and the Committee may establish such lesser  Restriction  Periods  applicable to
such Awards as it shall determine in its  discretion.  Subject to the foregoing,
each  Restricted  Stock Award may have a different  Restriction  Period,  in the
discretion of the Committee.  The Restriction  Period applicable to a particular
Restricted Stock Award shall not be changed except as permitted by Paragraph (b)
of this Article or by Article XII.

     (b) Other  Terms  and  Conditions.  Common  Stock  awarded  pursuant  to  a
Restricted Stock Award shall be represented by a stock certificate registered in
the name of the Holder of such  Restricted  Stock Award or, at the option of the
Company,  in the name of a nominee of the  Company.  The  Holder  shall have the
right to receive  dividends  during the Restriction  Period,  to vote the Common
Stock subject thereto and to enjoy all other stockholder rights, except that (i)
the Holder shall not be entitled to  possession of the stock  certificate  until
the Restriction Period shall have expired, (ii) the Company shall retain custody
of the stock  during  the  Restriction  Period,  (iii) the  Holder may not sell,
transfer, pledge, exchange, hypothecate or otherwise dispose of the stock during
the Restriction Period and (iv) a breach of the terms and conditions established
by the Committee pursuant to the Restricted Stock Award shall cause a forfeiture
of the Restricted  Stock Award. At the time of such Award, the Committee may, in
its sole  discretion,  prescribe  additional  terms,  conditions or restrictions
relating to  Restricted  Stock  Awards,  including,  but not  limited to,  rules
pertaining to the termination of a Holder's service (by retirement,  disability,
death or otherwise) prior to expiration of the Restriction Period.

     (c) Payment for  Restricted  Stock.  A Holder shall not be required to make
any payment for Common  Stock  received  pursuant to a  Restricted  Stock Award,
except to the extent  otherwise  required by law and except  that the  Committee
may, in its discretion, charge the Holder an amount in cash not in excess of the
par value of the shares of Common Stock issued under the Plan to the Holder.

     (d) Miscellaneous.  Nothing in this  Article shall prohibit the exchange of
shares issued under the Plan (whether or not then subject to a Restricted  Stock
Award)  pursuant  to a plan of  reorganization  for stock or  securities  in the
Company or another corporation a party to the  reorganization,  but the stock or
securities  so  received  for  shares  then  subject  to the  restrictions  of a
Restricted  Stock  Award  shall  become  subject  to the  restrictions  of  such
Restricted  Stock  Award.  Any shares of stock  received  as a result of a stock
split or stock  dividend  with  respect to shares then  subject to a  Restricted
Stock Award  shall also become  subject to the  restrictions  of the  Restricted
Stock Award.


                           X. PERFORMANCE SHARE AWARDS

     (a) Performance Period. The Committee shall establish,  with respect to and
at the time of each Performance Share Award, a performance period over which the
performance  applicable  to the  Performance  Share Award of the Holder shall be
measured; provided, however, that such performance period shall not be less than
one (1) year.

     (b) Performance  Share  Awards.  Each  Performance  Share Award  may have a
maximum value established by the Committee at the time of such Award.

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     (c) Performance  Measures.  A  Performance  Share  Award   may  be  awarded
contingent  upon  the  achievement  of one or  more  performance  measures.  The
performance  criteria for  Performance  Share Awards shall  consist of objective
tests based on the following: earnings, cash flow, cash value added performance,
shareholder return and/or value, revenues, operating profits (including EBITDA),
net profits,  earnings per share,  stock price,  cost reduction  goals,  debt to
capital ratio, financial return ratios, profit return and margins, market share,
working  capital  and  customer  satisfaction.  The  Committee  may  select  one
criterion or multiple criteria for measuring  performance.  Performance criteria
may be measured on corporate,  subsidiary or business unit performance,  or on a
combination  thereof.   Further,  the  performance  criteria  may  be  based  on
comparative  performance  with other companies or other external  measure of the
selected performance criteria.

     (d) Payment.  Following the end of the performance  period, the Holder of a
Performance  Share Award shall be entitled to receive payment of an amount,  not
exceeding the maximum value of the Performance Share Award, if any, based on the
achievement  of  the  performance  measures  for  such  performance  period,  as
determined  by the  Committee in its sole  discretion.  Payment of a Performance
Share Award (i) may be made in cash, Common Stock or a combination  thereof,  as
determined by the Committee in its sole discretion, (ii) shall be made in a lump
sum or in installments as prescribed by the Committee in its sole discretion and
(iii) to the extent  applicable,  shall be based on the Fair Market Value of the
Common  Stock on the  payment  date.  If a payment of cash or issuance of Common
Stock is to be made on a deferred basis,  the Committee shall establish  whether
interest or dividend  equivalents  shall be credited on the deferred amounts and
any other terms and conditions applicable thereto.

     (e) Termination of Service.  The Committee  shall  determine the  effect of
termination of service during the performance  period on a Holder's  Performance
Share Award.


                        XI. STOCK VALUE EQUIVALENT AWARDS

     (a) Stock Value Equivalent Awards. Stock Value Equivalent Awards are rights
to receive an amount equal to the Fair Market Value of shares of Common Stock or
rights to receive an amount  equal to any  appreciation  or increase in the Fair
Market Value of Common Stock over a specified  period of time, which vest over a
period of time as established by the Committee,  without  payment of any amounts
by the  Holder  thereof  (except  to the extent  otherwise  required  by law) or
satisfaction  of any  performance  criteria  or  objectives.  Each  Stock  Value
Equivalent  Award may have a maximum value  established  by the Committee at the
time of such Award.

     (b) Award Period. The Committee shall establish, with respect to and at the
time of each Stock Value  Equivalent  Award, a period over which the Award shall
vest with respect to the Holder.

     (c) Payment.  Following the end of the determined  period for a Stock Value
Equivalent Award, the Holder of a Stock Value Equivalent Award shall be entitled
to receive  payment of an amount,  not  exceeding the maximum value of the Stock
Value  Equivalent  Award,  if any,  based on the then vested value of the Award.
Payment of a Stock Value  Equivalent Award (i) shall be made in cash, (ii) shall
be made in a lump sum or in  installments  as prescribed by the Committee in its
sole  discretion and (iii) shall be based on the Fair Market Value of the Common
Stock on the payment date. Cash dividend  equivalents may be paid during, or may
be accumulated  and paid at the end of, the determined  period with respect to a
Stock Value Equivalent Award, as determined by the Committee. If payment of cash
is to be made  on a  deferred  basis,  the  Committee  shall  establish  whether
interest shall be credited,  the rate thereof and any other terms and conditions
applicable thereto.

     (d) Termination of Service.  The Committee  shall  determine the  effect of
termination of service during the applicable  vesting period on a Holder's Stock
Value Equivalent Award.

                                       8


                     XII. RECAPITALIZATION OR REORGANIZATION

     (a) Except  as  hereinafter  otherwise  provided,  in   the  event  of  any
recapitalization,  reorganization, merger, consolidation, combination, exchange,
stock dividend, stock split,  extraordinary dividend or divestiture (including a
spin-off)  or any other  change in the  corporate  structure or shares of Common
Stock occurring  after the date of the grant of an Award,  the Committee may, in
its  discretion,  make such  adjustment  as to the number and price of shares of
Common  Stock or other  consideration  subject to such  Awards as the  Committee
shall deem  appropriate in order to prevent dilution or enlargement of rights of
the Holders.

     (b) The existence of the Plan and the Awards  granted  hereunder  shall not
affect  in any way the right or power of the  Board or the  stockholders  of the
Company to make or authorize any adjustment, recapitalization, reorganization or
other change in the Company's capital  structure or its business,  any merger or
consolidation of the Company,  any issue of debt or equity securities having any
priority or preference  with respect to or affecting  Common Stock or the rights
thereof,  the  dissolution  or  liquidation  of the Company or any sale,  lease,
exchange  or other  disposition  of all or any part of its assets or business or
any other corporate act or proceeding.

     (c) The shares with  respect to which  Options may be granted are shares of
Common  Stock as  presently  constituted,  but if,  and  whenever,  prior to the
expiration  of an  Option  theretofore  granted,  the  Company  shall  effect  a
subdivision or consolidation of shares of Common Stock or the payment of a stock
dividend on Common Stock without receipt of  consideration  by the Company,  the
number  of  shares of  Common  Stock  with  respect  to which  such  Option  may
thereafter  be  exercised  (i) in the  event of an  increase  in the  number  of
outstanding  shares shall be proportionately  increased,  and the purchase price
per share shall be proportionately reduced, and (ii) in the event of a reduction
in the number of outstanding  shares shall be proportionately  reduced,  and the
purchase price per share shall be proportionately increased.

     (d) If  the  Company   recapitalizes  or  otherwise   changes  its  capital
structure,  thereafter  upon any exercise of an Option  theretofore  granted the
Optionee shall be entitled to purchase under such Option,  in lieu of the number
of shares of Common Stock as to which such Option shall then be exercisable, the
number  and  class of  shares  of stock  and  securities  and the cash and other
property to which the Optionee would have been entitled pursuant to the terms of
the  recapitalization  if,  immediately  prior  to  such  recapitalization,  the
Optionee  had been the holder of record of the number of shares of Common  Stock
then covered by such Option.

     (e) In the event of a Corporate Change, then no later than (i) two business
days prior to any Corporate Change  referenced in Clause (i), (ii), (iii) or (v)
of the definition  thereof or (ii) ten business days after any Corporate  Change
referenced in Clause (iv) of the definition  thereof,  the Committee,  acting in
its sole discretion  without the consent or approval of any Optionee,  shall act
to effect one or more of the following  alternatives with respect to outstanding
Options which acts may vary among individual  Optionees,  may vary among Options
held by individual  Optionees and, with respect to acts taken pursuant to Clause
(i) above,  may be contingent  upon  effectuation of the Corporate  Change:  (A)
accelerate the time at which Options then  outstanding  may be exercised so that
such Options may be exercised in full for a limited  period of time on or before
a specified date (before or after such Corporate Change) fixed by the Committee,
after which specified date all  unexercised  Options and all rights of Optionees
thereunder shall terminate,  (B) require the mandatory  surrender to the Company
by selected  Optionees  of some or all of the  outstanding  Options held by such
Optionees  (irrespective of whether such Options are then exercisable  under the
provisions  of the Plan) as of a date  (before or after such  Corporate  Change)
specified by the Committee,  in which event the Committee shall thereupon cancel
such  Options and pay to each  Optionee an amount of cash per share equal to the
excess,  if any,  of the Change of Control  Value of the shares  subject to such
Option over the exercise  price(s) under such Options for such shares,  (C) make
such adjustments to Options then outstanding as the Committee deems  appropriate
to reflect such  Corporate  Change  (provided,  however,  that the Committee may
determine in its sole discretion that no adjustment is necessary to Options then
outstanding)  or (D)  provide  that  thereafter  upon any  exercise of an Option
theretofore  granted the  Optionee  shall be  entitled  to  purchase  under such
Option,  in lieu of the number of shares of Common Stock as to which such Option
shall  then be  exercisable,  the  number  and class of shares of stock or other
securities  or  property  (including,  without  limitation,  cash) to which  the

                                       9


Optionee  would have been  entitled  pursuant to the terms of the  agreement  of
merger,  consolidation  or sale of assets or plan of liquidation and dissolution
if,  immediately  prior to such merger,  consolidation  or sale of assets or any
distribution  in liquidation  and  dissolution of the Company,  the Optionee had
been the holder of record of the number of shares of Common  Stock then  covered
by such Option.

     (f) In the event of a Corporate Change, then no later than (i) two business
days prior to any Corporate Change  referenced in Clause (i), (ii), (iii) or (v)
of the definition  thereof or (ii) ten business days after any Corporate  Change
referenced in Clause (iv) of the definition  thereof,  the Committee,  acting in
its sole  discretion  without  the  consent or approval of any Holder of a Stock
Appreciation   Right,  shall  act  to  effect  one  or  more  of  the  following
alternatives  with respect to outstanding Stock  Appreciation  Rights which acts
may vary among individual Holders, may vary among Stock Appreciation Rights held
by individual  Holders and,  with respect to acts taken  pursuant to Clause (ii)
above,  may  be  contingent  upon  effectuation  of  the  Corporate  Change  (A)
accelerate the time at which Stock  Appreciation  Rights then outstanding may be
exercised so that such Stock Appreciation  Rights may be exercised in full for a
limited  period of time on or before a  specified  date  (before  or after  such
Corporate  Change)  fixed  by the  Committee,  after  which  specified  date all
unexercised Stock Appreciation Rights and all rights of Holders thereunder shall
terminate,  (B)  require  the  mandatory  surrender  to the  Company by selected
Holders of Stock  Appreciation  Rights of some or all of the  outstanding  Stock
Appreciation  Rights held by such  Holders  (irrespective  of whether such Stock
Appreciation Rights are then exercisable under the provisions of the Plan) as of
a date (before or after such Corporate  Change)  specified by the Committee,  in
which event the Committee shall thereupon cancel such Stock Appreciation  Rights
and pay to each  Holder an amount of cash  equal to the Spread  with  respect to
such Stock Appreciation Rights with the Fair Market Value of the Common Stock at
such  time to be  deemed  to be the  Change  of  Control  Value or (C) make such
adjustments to Stock Appreciation Rights then outstanding as the Committee deems
appropriate  to reflect  such  Corporate  Change  (provided,  however,  that the
Committee may determine in its sole  discretion  that no adjustment is necessary
to Stock Appreciation Rights then outstanding).

     (g) Except as hereinbefore  expressly provided, the issuance by the Company
of shares of stock of any class or securities  convertible  into shares of stock
of any class, for cash, property,  labor or services, upon direct sale, upon the
exercise of rights or warrants to  subscribe  therefor,  or upon  conversion  of
shares or  obligations  of the  Company  convertible  into such  shares or other
securities, and in any case whether or not for fair value, shall not affect, and
no  adjustment  by reason  thereof  shall be made with respect to, the number of
shares  of  Common  Stock  subject  to  Options  or  Stock  Appreciation  Rights
theretofore  granted,  the purchase  price per share of Common Stock  subject to
Options or the  calculation  of the Spread  with  respect to Stock  Appreciation
Rights.

     (h) The  provisions  of the Plan or the Award  agreements  to the  contrary
notwithstanding,  with respect to any Restricted Stock Awards outstanding at the
time a Corporate  Change occurs,  the Committee may, in its discretion,  provide
(i) for full vesting of all Common Stock awarded to the Holders pursuant to such
Restricted  Stock Awards as of the date of such  Corporate  Change and (ii) that
all restrictions applicable to such Restricted Stock Award shall terminate as of
such date.

     (i) The  provisions  of the Plan or the Award  agreements  to the  contrary
notwithstanding,  with respect to any  Performance  Share Awards which have been
approved  but  which are  unpaid  at the time a  Corporate  Change  occurs,  the
Committee may, in its discretion, provide (i) for full vesting of such Awards as
of the date of such Corporate Change, (ii) for payment of the then value of such
Awards as soon as administratively feasible following the Corporate Change, with
the value of such Awards to be based, to the extent applicable, on the Change of
Control Value of the Common Stock, (iii) that any provisions in Awards regarding
forfeiture of unpaid  Awards shall not be applicable  from and after a Corporate
Change with respect to Awards made prior to such Corporate  Change and (iv) that
all performance  measures applicable to unpaid Awards at the time of a Corporate
Change  shall be deemed to have been  satisfied  in full during the  performance
period upon the occurrence of such Corporate Change.

     (j) The  provisions  of the Plan or the Award  agreements  to the  contrary
notwithstanding,  with respect to any Stock Value  Equivalent  Awards which have
been approved but which are unpaid at the time a Corporate  Change  occurs,  the
Committee may, in its discretion, provide (i) for full vesting of such Awards as

                                       10


of the date of such  Corporate  Change and (ii) for payment of the then value of
such Awards as soon as administratively  feasible following the Corporate Change
with the value of such Awards to be based on the Change of Control  Value of the
Common Stock.


                   XIII. AMENDMENT OR TERMINATION OF THE PLAN

     The Board in its  discretion  may  terminate the Plan or alter or amend the
Plan or any part thereof from time to time; provided that no change in any Award
theretofore  granted  may be made  which  would  impair the rights of the Holder
without the consent of the Holder,  and  provided,  further,  that the Board may
not, without approval of the stockholders, amend the Plan:

          (a) to increase  the  aggregate  number of  shares which may be issued
              pursuant  to  the  provisions  of the Plan,  except as provided in
              Articles V and XII;

          (b) to change the class of persons  eligible to receive  Awards  under
              the Plan;

          (c) to change the maximum individual award limits under the Plan;

          (d) to  change  the  minimum  exercise  price  of an  Option  or Stock
              Appreciation Right or the maximum Award term;

          (e) to permit  the repricing or cancellation and reissuance of Options
              and Stock Appreciation Rights; or

          (f) to extend the duration of the Plan beyond February 18, 2003.


                                   XIV. OTHER

     (a) No Right To An Award.  Neither the  adoption of the Plan nor any action
of the  Board or of the  Committee  shall be  deemed  to give an  employee  or a
non-employee  Director any right to be granted an Option,  a Stock  Appreciation
Right,  a right to a Restricted  Stock Award or a right to a  Performance  Share
Award or Stock Value  Equivalent  Award or any other rights  hereunder except as
may be  evidenced  by an Award or by an Option or Stock  Appreciation  Agreement
duly  executed on behalf of the  Company,  and then only to the extent of and on
the  terms  and  conditions  expressly  set  forth  therein.  The Plan  shall be
unfunded. The Company shall not be required to establish any special or separate
fund or to make any other  segregation  of funds or assets to assure the payment
of any Award.

     (b) No Employment Rights Conferred. Nothing contained in the Plan or in any
Award  made  hereunder   shall  (i)  confer  upon  any  employee  any  right  to
continuation  of employment with the Company or any Subsidiary or (ii) interfere
in any way with the right of the Company or any  Subsidiary  to terminate his or
her employment at any time.

     (c) No Rights to Serve as a Director  Conferred.  Nothing  contained in the
Plan or in any Award made hereunder  shall confer upon any Director any right to
continue their position as a Director of the Company.

     (d) Other Laws;  Withholding.  The Company  shall not be obligated to Issue
any Common Stock  pursuant to any Award  granted under the Plan at any time when
the offering of the shares covered by such Award has not been  registered  under
the  Securities  Act of 1933 and such other  state and  federal  laws,  rules or
regulations as the Company or the Committee deems applicable and, in the opinion
of legal counsel for the Company,  there is no exemption  from the  registration
requirements of such laws,  rules or regulations  available for the issuance and
sale of such shares.  No  fractional  shares of Common Stock shall be delivered,
nor shall any cash in lieu of fractional  shares be paid. The Company shall have

                                       11


the right to deduct in connection  with all Awards any taxes  required by law to
be withheld  and to require any  payments  necessary to enable it to satisfy its
withholding  obligations.  The  Committee  may  permit the Holder of an Award to
elect to surrender, or authorize the Company to withhold, shares of Common Stock
(valued at their Fair Market Value on the date of surrender  or  withholding  of
such shares) in satisfaction of the Company's withholding obligation, subject to
such  restrictions as the Committee deems necessary to satisfy the  requirements
of Rule 16b-3.

     (e) No Restriction on Corporate Action. Nothing contained in the Plan shall
be construed to prevent the Company or any Subsidiary  from taking any corporate
action which is deemed by the Company or such Subsidiary to be appropriate or in
its best  interest,  whether or not such action would have an adverse  effect on
the Plan or any Award  made  under the Plan.  No  Holder,  beneficiary  or other
person shall have any claim against the Company or any Subsidiary as a result of
any such action.

     (f) Restrictions on Transfer. An Award shall not be transferable  otherwise
than by will or the laws of descent and distribution or pursuant to a "qualified
domestic  relations  order" as  defined  by the Code or Title I of the  Employee
Retirement  Income  Security Act of 1974, as amended,  and shall be  exercisable
during the lifetime of the Holder only by such Holder,  the Holder's guardian or
legal representative, a transferee under a qualified domestic relations order or
a transferee as described  below;  provided,  however,  that the Committee shall
have the  authority,  in its  discretion,  to grant  (or to  sanction  by way of
amendment to an existing  grant) Options  (other than  Incentive  Stock Options)
which  may be  transferred  by the  Holder  for no  consideration  to or for the
benefit of the Holder's  Immediate  Family, to a trust solely for the benefit of
the Holder and his Immediate  Family,  or to a partnership or limited  liability
company  whose only partners or  shareholders  are the Holder and members of his
Immediate  Family, in which case the Option Agreement shall so state. A transfer
of an Option  pursuant to this  paragraph (f) shall be subject to such rules and
procedures as the Committee may establish. In the event an Option is transferred
as  contemplated  in this paragraph (f), (i) such Option may not be subsequently
transferred  by the  transferee  except  by will  or the  laws  of  descent  and
distribution,  and (ii) such Option shall continue to be governed by and subject
to the terms and limitations of the Plan and the relevant  Option  Agreement and
the transferee shall be entitled to the same rights as the Holder under Articles
XII and XIII hereof as if no transfer had taken place.

     The Option Agreement,  Stock Appreciation Rights Agreement or other written
instrument  evidencing  an Award  shall  specify  the effect of the death of the
Holder on the Award.

     (g) Rule 16b-3. It is intended that the Plan and any grant of an Award made
to a  person  subject  to  Section  16 of  the  Exchange  Act  meet  all  of the
requirements of Rule 16b-3. If any provision of the Plan or any such Award would
disqualify  the Plan or such Award under,  or would  otherwise  not comply with,
Rule 16b-3,  such  provision or Award shall be  construed  or deemed  amended to
conform to Rule 16b-3.

     (h) Governing Law. This Plan shall be construed in accordance with the laws
of the State of Texas, except to the extent that it implicates matters which are
the  subject  of the  General  Corporation  Law of the State of  Delaware  which
matters shall be governed by the latter law.

     (i) Foreign  Awardees.  Without  amending the Plan, the Committee may grant
Awards  to  eligible  persons  who  are  foreign  nationals  on such  terms  and
conditions different from those specified in the Plan as may, in the judgment of
the  Committee,  be necessary or desirable to foster and promote  achievement of
the purposes of the Plan and, in furtherance of such purposes, the Committee may
make such modifications, amendments, procedures, subplans and the like as may be
necessary or advisable to comply with the provisions of laws and  regulations in
other  countries  or  jurisdictions  in which the  Company  or its  Subsidiaries
operate.

                                       12