Elective Deferral Plan - Halliburton Co.


                       HALLIBURTON ELECTIVE DEFERRAL PLAN





















                             As Amended and Restated
                            Effective January 1, 2000



                                TABLE OF CONTENTS
ARTICLE                                                            PAGE



I        -        Definitions and Construction                      I-1

II       -        Participation                                    II-1

III      -        Account Credits                                 III-1

IV       -        Withdrawals                                      IV-1

V        -        Payment of Benefits                               V-1

VI       -        Administration of the Plan                       VI-1

VII      -        Administration of Funds                         VII-1

VIII     -        Nature of the Plan                             VIII-1

IX       -        Participating Employers                          IX-1

X        -        Miscellaneous                                     X-1



                                      (i)



                       HALLIBURTON ELECTIVE DEFERRAL PLAN



                              W I T N E S S E T H :


         WHEREAS,  Halliburton Company (the 'Company'),  desiring to aid certain
of its employees in making more adequate  provision  for their  retirement,  has
decided to adopt the following  Halliburton Elective Deferral Plan (the 'Plan');
and

         WHEREAS, the Plan has been amended in several respects, and the Company
desires to restate the Plan to include all prior amendments;

         NOW  THEREFORE,  the  Plan is  hereby  restated  to  read  as  follows,
effective as of January 1, 2000:



                                      (ii)



                                       I.

                          Definitions and Construction

     1.1 Definitions.  Where the following words and phrases appear in the Plan,
they shall have the  respective  meanings set forth below,  unless their context
clearly indicates to the contrary.

(1)      Account: A memorandum bookkeeping account established on the records of
         the Employer for a Participant that is credited with amounts determined
         in  accordance  with Article III of the Plan.  As of any  determination
         date,  a  Participant's  benefit  under the Plan  shall be equal to the
         amount  credited to his Account as of such date.  A  Participant  shall
         have a 100% nonforfeitable interest in his Account at all times.

(2)      Act: The Employee Retirement Income Security Act of 1974, as amended.

(3)      Affiliate:  Any  entity  of  which an  aggregate  of 50% or more of the
         ownership  interest  is owned of record or  beneficially,  directly  or
         indirectly, by the Company or any other Affiliate.

(4)      Base Salary: The base rate of cash compensation paid by the Employer to
         or for the  benefit of a  Participant  for  services  rendered or labor
         performed while a Participant,  including base pay a Participant  could
         have received in cash in lieu of (A) deferrals  pursuant to Section 3.1
         and  (B)  contributions  made  on  his  behalf  to any  qualified  plan
         maintained by the Employer or to any  cafeteria  plan under section 125
         of the Code maintained by the Employer.

(5)      Bonus  Compensation:  With respect to any  Participant for a Plan Year,
         the amount  awarded under a bonus plan  maintained by the Employer that
         is payable to the Participant in cash.

(6)      Code:  The Internal Revenue Code of 1986, as amended.

(7)      Compensation Committee:  The Compensation Committee of the Directors.

(8)      Committee:  The administrative committee appointed by the  Compensation
         Committee to administer the Plan.

(9)      Company:  Halliburton Company.

(10)     Directors:  The Board of Directors of the Company.

(11)     Effective Date:  January 1, 1995.

(12)     Employer:  The Company and each eligible organization  designated as an
         Employer in accordance with the provisions of Article IX of the Plan.



                                      I-1



(13)     Participant: Each individual who has been selected for participation in
         the Plan and who has become a Participant pursuant to Article II.

(14)     Plan: The  Halliburton Elective Deferral  Plan, as amended from time to
         time.

(15)     Plan Year:  The twelve-consecutive month period commencing January 1 of
         each year.

(16)     Retirement:  The date the  Participant  retires in accordance  with the
         terms of his Employer's retirement policy as in effect at that time.

(17)     Trust: The trust, if any, established under the Trust Agreement.

(18)     Trust Agreement:  The  agreement, if  any,  entered  into  between  the
         Employer and the Trustee pursuant to Article VIII.

(19)     Trust Fund:  The funds and  properties,  if any,  held  pursuant to the
         provisions of the Trust  Agreement,  together with all income,  profits
         and increments thereto.

(20)     Trustee:  The  trustee or trustees  appointed by the  Committee who are
         qualified and acting under the Trust Agreement at any time.

(21)     Unforeseeable Emergency: A severe financial hardship to the Participant
         resulting  from a sudden  and  unexpected  illness or  accident  of the
         Participant  or of a  dependent  (as  defined in section  152(a) of the
         Code) of the  Participant,  loss of the  Participant's  property due to
         casualty,    or   other   similar   extraordinary   and   unforeseeable
         circumstances  arising as a result of events  beyond the control of the
         Participant.

         1.2 Number and Gender.  Wherever  appropriate herein, words used in the
singular  shall be considered to include the plural and words used in the plural
shall be  considered  to include  the  singular.  The  masculine  gender,  where
appearing in the Plan, shall be deemed to include the feminine gender.

         1.3 Headings. The headings of Articles and Sections herein are included
solely for  convenience,  and if there is any conflict between such headings and
the text of the Plan, the text shall control.



                                      I-2



                                       II.

                                  Participation

     2.1  Participation.  Participants  in the Plan are those  employees  of the
Employer  (a) who are subject to the income tax laws of United  States,  (b) who
are officers or members of a select group of highly compensated employees of the
Employer, and (c) who are selected by the Committee, in its sole discretion,  as
Participants.  The Committee shall notify each Participant of his selection as a
Participant.  Subject to the  provisions  of Section  2.2, a  Participant  shall
remain  eligible to defer Base Salary  and/or Bonus  Compensation  hereunder for
each Plan Year following his initial year of participation in the Plan.

     2.2 Cessation of Active Participation. Notwithstanding any provision herein
to the contrary,  an individual  who has become a Participant  in the Plan shall
cease to be entitled to defer Base Salary  and/or Bonus  Compensation  hereunder
effective as of any date designated by the Committee.  Any such Committee action
shall be communicated to the affected  individual prior to the effective date of
such action.



                                      II-1



                                      III.

                                 Account Credits

     3.1 Base Salary Deferrals.

         (a) Any  participant  may  elect  to  defer   receipt  of  an  integral
percentage of from 5% to 50% of his Base Salary, in 5% increments, for any  Plan
Year;  provided,  however, that a  Participant may elect  to defer receipt of an
integral percentage of from 5% to 90% of his Base Salary, in 5% increments,  for
the Plan  Year in  which he  is first  eligible to  participate  in the Plan.  A
Participant's election to defer  receipt of a percentage  of his Base Salary for
any Plan Year shall  be  made on  or  before  the  last  day  of  the  preceding
Plan  Year.  Notwithstanding the foregoing,  if an individual initially  becomes
a Participant  other than on the  first day of  a Plan  Year, such Participant's
election to defer receipt of a percentage of his Base  Salary for such Plan Year
may be  made no later  than 30 days after  he becomes a  Participant,  but  such
election shall be prospective only. The reduction in a Participant's Base Salary
pursuant to his election shall be effected by Base Salary  reductions as of each
payroll period within  the  election  period.  Base  Salary for a  Plan Year not
deferred  by a Participant  pursuant to this Paragraph shall be received by such
Participant in  cash, except as  provided by any  other plan  maintained by  the
Employer. Deferrals of Base Salary under this Plan shall be made before elective
deferrals  or contributions  of Base Salary under any other plan  maintained  by
the Employer.  Base Salary deferrals made by a Participant shall be credited  to
such Participant's  Account as of the date the Base Salary  deferred  would have
been received by such  Participant in cash had no deferral been made pursuant to
this Section. Except as provided in Paragraph (b), deferral elections for a Plan
Year pursuant to this Section shall be irrevocable.

         (b) A Participant shall be permitted to revoke  his  election  to defer
receipt of his Base  Salary  for any Plan Year in the event of an  Unforeseeable
Emergency,  as determined by the Committee in its sole discretion.  For purposes
of  the  Plan,  the  decision  of  the  Committee  regarding  the  existence  or
nonexistence of an Unforeseeable  Emergency of a Participant  shall be final and
binding.   Further,  the  Committee  shall  have  the  authority  to  require  a
Participant  to  provide  such  proof as it deems  necessary  to  establish  the
existence and significant nature of the Participant's Unforeseeable Emergency. A
Participant who is permitted to revoke his Base Salary deferral  election during
a Plan Year shall not be  permitted  to resume Base Salary  deferrals  under the
Plan until the next following Plan Year.

     3.2 Bonus  Compensation  Deferrals.  Any  Participant  may  elect  to defer
receipt of an integral percentage of from 5%  to  90% of his Bonus Compensation,
in 5% increments, for  any Plan Year. A Participant's  election to defer receipt
of a percentage of his Bonus Compensation for any Plan Year  shall be made on or
before the last day of the preceding Plan Year.  Notwithstanding  the foregoing,
if any individual initially becomes a Participant other than on the first day of
a Plan Year, such Participant's election to defer receipt of a percentage of his
Bonus Compensation for such Plan Year may be made no later than 30 days after he
becomes a Participant,  but such election shall apply only to a pro rata portion
of his Bonus  Compensation  for such Plan Year based upon the number of complete



                                     III-1



months remaining in such Plan Year divided by twelve. If Bonus  Compensation for
a Plan Year is payable in more than one  future  Plan Year under the  applicable
bonus plan, a Participant shall make a separate election under this Section with
respect  to such  Bonus  Compensation  for each  Plan Year in which  such  Bonus
Compensation is payable.  Bonus  Compensation  for a Plan Year not deferred by a
Participant  pursuant to this  Section  shall be  received  by such  Participant
except as provided by any other plan  maintained by the  Employer.  Deferrals of
Bonus  Compensation  under this Plan shall be made before elective  deferrals or
contributions  of Bonus  Compensation  under any other  plan  maintained  by the
Employer.  Bonus Compensation  deferrals made by a Participant shall be credited
to such  Participant's  Account as of the date the Bonus  Compensation  deferred
would have been received by such  Participant had no deferral been made pursuant
to this Section 3.2. Deferral elections for a Plan Year pursuant to this Section
shall be irrevocable.


     3.3 Earnings Credits. For each Plan Year, a Participant's  Account shall be
credited  semi-annually  on June 30 and  December  31 with an amount of earnings
based on the weighted  average  balance of such Account during the preceding six
months  and the  Moody's  corporate  bond  average  annual  yield for  long-term
investment  grade bonds during the six-month  period ended seven months prior to
each  semi-annual  earnings credit date, plus 2%. (For example,  the rate earned
for the six  months  ended  December  31,  1995,  would be based on the  average
Moody's rate for the six months  ended May 31, 1995,  plus 2%). So long as there
is any balance in any Account,  such Account shall continue to receive  earnings
credits pursuant to this Section.



                                     III-2



                                       IV.

                                   Withdrawals

     Participants  shall be permitted to make  withdrawals from the Plan only in
the event of an Unforeseeable  Emergency,  as determined by the Committee in its
sole  discretion.  No  withdrawal  shall be  allowed  to the  extent  that  such
Unforeseeable  Emergency  is or may be  relieved  (a) through  reimbursement  or
compensation by insurance or otherwise,  (b) by liquidation of the Participant's
assets,  to the extent the  liquidation  of such assets  would not itself  cause
severe financial hardship or (c) by cessation of Base Salary deferrals under the
Plan  pursuant  to  Section  3.1(b).  Further,  the  Committee  shall  permit  a
Participant to withdraw only the amount it determines,  in its sole  discretion,
to be reasonably needed to satisfy the Unforeseeable Emergency.



                                      IV-1



                                       V.

                               Payment of Benefits

     5.1 Payment Election Generally.  In conjunction with each deferral election
made by a Participant  pursuant to Article III for a Plan Year, such Participant
shall elect, subject to Sections 5.4, 5.5, 5.7 and 5.8, the time and the form of
payment with  respect to such  deferral and the  earnings  credited  thereto.  A
Participant  may revise his election  regarding  the time and form of payment of
deferred  amounts,  but such revised  election shall not be effective  until one
year  from the date of the  revised  election  and  shall be  effective  only if
payment  has not been made or  commenced  pursuant  to Section  5.2 prior to the
expiration of such one-year period.

     5.2 Time of Benefit Payment. With respect to each deferral election made by
a Participant  pursuant to Article III, such Participant shall elect to commence
payment  of  such  deferral  and the  earnings  credited  thereto  on one of the
following dates:

         (a)   Retirement; or

         (b)   A   specific  future  month  and  year,  but   not  earlier  than
     five  years  from the date  of the  deferral  if the  Participant  has  not
     attained  age  fifty-five  at  the time  of the deferral  or one  year from
     the date of the deferral  if  the Participant  has attained  age fifty-five
     at the  time of the  deferral,  and  not later  than  the first  day of the
     year in which the Participant attains age seventy.

     5.3 Form of Benefit Payment. With respect to each deferral election made by
a Participant  pursuant to Article III, such Participant shall elect the form of
payment with respect to such deferral and the earnings credited thereto from one
of the following forms:

         (a)   A lump sum; or

         (b)   Installment payments for a period not to exceed ten years.

Installment payments shall be paid annually on the first business day of January
of each Plan Year; provided however, that not later than sixty days prior to the
date payment is to commence,  a  Participant  may elect to have his  installment
payments paid quarterly on the first business day of each calendar quarter. Each
installment  payment  shall be determined  by  multiplying  the deferral and the
earnings  credited  thereto  at the  time  of the  payment  by a  fraction,  the
numerator  of  which  is one and the  denominator  of  which  is the  number  of
remaining installment payments to be made to Participant. In the event the total
amount  credited  to a  Participant's  Account  does  not  exceed  $50,000,  the
Committee may, in its sole discretion, pay such amounts in a lump sum.

     5.4 Total and Permanent  Disability.  If a Participant  becomes totally and
permanently  disabled  while  employed by the  Employer,  payment of the amounts
credited to such Participant's  Account shall commence on the first business day



                                      V-1



of the  second  calendar  quarter  following  the  date  the  Committee  makes a
determination that the Participant is totally and permanently  disabled,  in the
form  of  payment   determined  in  accordance   with  Section  5.3.  The  above
notwithstanding,  if such Participant is already receiving  payments pursuant to
Section 5.2(b) and Section 5.3(b), such payments shall continue. For purposes of
the Plan, a Participant shall be considered totally and permanently  disabled if
the Committee  determines,  based on a written medical opinion (unless waived by
the Committee as unnecessary), that such Participant is permanently incapable of
performing his job for physical or mental reasons.

     5.5 Death. In the event of a Participant's death at a time when amounts are
credited  to such  Participant's  Account,  such  amounts  shall be paid to such
Participant's   designated   beneficiary   or   beneficiaries   in  five  annual
installments  commencing  as  soon  as  administratively   feasible  after  such
Participant's date of death. However, the Participant's  designated  beneficiary
or  beneficiaries  may request a lump sum payment based upon  hardship,  and the
Committee, in its sole discretion, may approve such request.

     5.6 Designation of Beneficiaries.

         (a) Each Participant shall have the right to designate the  beneficiary
or beneficiaries  to receive payment  of his benefit  in the event of his death.
Each such  designation shall be  made by executing  the beneficiary  designation
form prescribed  by the  Committee  and  filing  same  with the  Committee.  Any
such designation may be changed at any time by execution of a new designation in
accordance with this Section.

         (b) If no such designation is on file with the Committee at the time of
the death of the Participant or such designation is not effective for any reason
as determined by the Committee, then the designated beneficiary or beneficiaries
to receive such benefit shall be as follows:

             (1) If a  Participant leaves a  surviving spouse, his benefit shall
     be paid to such surviving spouse;

             (2) If a Participant  leaves no surviving spouse, his benefit shall
     be paid to such Participant's executor or administrator, or to his heirs at
     law if there is no administration of such Participant's estate.

     5.7 Other  Termination  of  Employment.  If a  Participant  terminates  his
employment with the Employer before Retirement for a reason other than total and
permanent  disability  or death,  the  amounts  credited  to such  Participant's
Account shall be paid to the  Participant in a lump sum no less than thirty days
and no more  than  one year  after  the  Participant's  date of  termination  of
employment.  For purposes of this Section,  transfers of employment  between and
among the Company and its  Affiliates  shall not be considered a termination  of
employment.

     5.8 Change in the Company's Credit Rating.  If the Standard & Poor's rating
for the Company's senior  indebtedness  falls below BBB, the amounts credited to



                                      V-2



Participants'  Accounts shall be paid to the  Participants  in a lump sum within
forty-five days after the date of change of such credit rating.

     5.9 Payment   of  Benefits.  To the  extent  the Trust  Fund,  if any,  has
sufficient  assets,  the Trustee  shall pay  benefits to  Participants  or their
beneficiaries,  except to the extent the Employer pays the benefits directly and
provides  adequate  evidence of such payment to the  Trustee.  To the extent the
Trustee  does not or cannot pay  benefits  out of the Trust Fund,  the  benefits
shall be paid by the Employer. Any benefit payments made to a Participant or for
his  benefit  pursuant  to any  provision  of the Plan  shall be debited to such
Participant's Account. All benefit payments shall be made in cash to the fullest
extent practicable.

     5.10 Unclaimed  Benefits.  In the case of a benefit  payable on behalf of a
Participant, if the Committee is unable to locate the Participant or beneficiary
to whom such benefit is payable,  upon the  Committee's  determination  thereof,
such benefit shall be forfeited to the Employer.  Notwithstanding the foregoing,
if subsequent to any such forfeiture the Participant or beneficiary to whom such
benefit is payable makes a valid claim for such benefit,  such forfeited benefit
shall be paid by the Employer or restored to the Plan by the Employer.

     5.11 No  Acceleration  of Bonus  Compensation.  The time of  payment of any
Bonus  Compensation  that the  Participant has elected to defer but that has not
yet been  credited to the  Participant's  Account  because it is not yet payable
without  regard  to the  deferral  shall not be  accelerated  as a result of the
provisions  of this  Article.  If,  pursuant to the  provisions of this Article,
payment of such Bonus  Compensation  would no longer be  deferred at the time it
becomes payable, such Bonus Compensation shall be paid to the Participant within
90 days of the date it would have been  payable had the  Participant  not made a
deferral election.



                                      V-3



                                       VI.

                           Administration of the Plan

     6.1 Committee  Powers and Duties.  The general  administration  of the Plan
shall  be  vested  in  the  Committee.   The  Committee   shall   supervise  the
administration and enforcement of the Plan according to the terms and provisions
hereof  and shall  have all  powers  necessary  to  accomplish  these  purposes,
including, but not by way of limitation, the right, power, authority, and duty:

         (a) To make rules,  regulations, and bylaws for the  administration  of
     the Plan that are not  inconsistent  with the terms and provisions  hereof,
     and to  enforce  the  terms of  the Plan  and  the  rules  and  regulations
     promulgated thereunder by the Committee;

         (b) To construe in  its discretion  all terms,  provisions, conditions,
     and limitations of the Plan;

         (c) To correct any defect or to supply any omission or to reconcile any
     inconsistency  that  may  appear  in the Plan  in such  manner and  to such
     extent as it shall  deem in  its  discretion  expedient  to  effectuate the
     purposes of the Plan;

         (d) To employ and compensate such  accountants,  attorneys,  investment
     advisors,  and other  agents,  employees,  and  independent  contractors as
     the  Committee   may  deem  necessary  or  advisable  for  the  proper  and
     efficient administration of the Plan;

         (e) To  determine  in   its  discretion   all  questions   relating  to
     eligibility;

         (f) To determine whether and when  there  has been a  termination  of a
     Participant's  employment  with  the  Employer,  and  the  reason  for such
     termination;

         (g) To make  a determination in  its discretion as  to the right of any
     person  to a  benefit under the Plan  and to  prescribe  procedures  to  be
     followed by distributees in obtaining benefits hereunder; and

         (h) To receive and review reports from the Trustee as to the  financial
     condition  of  the  Trust  Fund,  if  any,  including  its   receipts   and
     disbursements.

     6.2  Self-Interest of  Participants.  No member of the Committee shall have
any right to vote or decide upon any matter relating solely to himself under the
Plan (including, without limitation, Committee decisions under Article II) or to
vote in any case in which his  individual  right to claim any benefit  under the
Plan is  particularly  involved.  In any case in which a Committee  member is so
disqualified  to act and the remaining  members cannot agree,  the  Compensation
Committee shall appoint a temporary substitute member to exercise all the powers
of the disqualified member concerning the matter in which he is disqualified.



                                      VI-1



     6.3 Claims  Review.  In  any case in which a claim for Plan  benefits  of a
Participant or beneficiary  is denied or modified,  the Committee  shall furnish
written  notice  to the  claimant  within  ninety  days (or  within  180 days if
additional  information requested by the Committee  necessitates an extension of
the ninety-day period), which notice shall:

         (a) State   the   specific  reason   or  reasons  for   the  denial  or
     modification;

         (b) Provide specific  reference to pertinent Plan provisions on   which
     the denial or modification is based;

         (c) Provide  a description  of any  additional material  or information
     necessary for  the  Participant,  his  beneficiary,  or  representative  to
     perfect  the claim and an  explanation  of why such material or information
     is necessary; and

         (d) Explain the Plan's  claim  review  procedure  as contained herein.

In  the  event  a  claim  for  Plan  benefits  is  denied  or  modified,  if the
Participant,  his  beneficiary,  or a  representative  of  such  Participant  or
beneficiary  desires  to have such  denial or  modification  reviewed,  he must,
within  sixty  days   following   receipt  of  the  notice  of  such  denial  or
modification,  submit a  written  request  for  review by the  Committee  of its
initial  decision.  In  connection  with  such  request,  the  Participant,  his
beneficiary, or the representative of such Participant or beneficiary may review
any pertinent documents upon which such denial or modification was based and may
submit issues and comments in writing.  Within sixty days following such request
for review the Committee shall,  after providing a full and fair review,  render
its final  decision  in  writing  to the  Participant,  his  beneficiary  or the
representative  of such Participant or beneficiary  stating specific reasons for
such decision and making  specific  references to pertinent Plan provisions upon
which the decision is based.  If special  circumstances  require an extension of
such sixty-day  period,  the  Committee's  decision shall be rendered as soon as
possible,  but not later than 120 days after  receipt of the request for review.
If an extension of time for review is required,  written notice of the extension
shall be furnished to the Participant,  beneficiary,  or the  representative  of
such  Participant  or  beneficiary  prior to the  commencement  of the extension
period.

     6.4  Employer to Supply  Information.  The  Employer  shall supply full and
timely information to the Committee,  including, but not limited to, information
relating to each Participant's  compensation,  age, retirement,  death, or other
cause of  termination  of  employment  and  such  other  pertinent  facts as the
Committee may require. The Employer shall advise the Trustee, if any, of such of
the  foregoing  facts as are deemed  necessary  for the Trustee to carry out the
Trustee's  duties  under  the  Plan  and the  Trust  Agreement.  When  making  a
determination  in connection  with the Plan, the Committee  shall be entitled to
rely upon the aforesaid information furnished by the Employer.

     6.5 Indemnity. The Company shall indemnify and hold harmless each member of
the Committee  against any and all expenses and  liabilities  arising out of his
administrative functions or fiduciary  responsibilities,  including any expenses
and  liabilities  that  are  caused  by  or  result  from  an  act  or  omission



                                      VI-2



constituting  the negligence of such member in the performance of such functions
or  responsibilities,  but excluding expenses and liabilities that are caused by
or result  from  such  member's  own gross  negligence  or  willful  misconduct.
Expenses against which such member shall be indemnified hereunder shall include,
without limitation,  the amounts of any settlement or judgment,  costs,  counsel
fees,  and  related  charges  reasonably  incurred  in  connection  with a claim
asserted or a proceeding brought or settlement thereof.



                                      VI-3



                                      VII.

                             Administration of Funds

     7.1 Payment of Expenses. All expenses incident to the administration of the
Plan and Trust, including but not limited to, legal,  accounting,  Trustee fees,
and expenses of the  Committee,  may be paid by the Employer and, if not paid by
the Employer, shall be paid by the Trustee from the Trust Fund, if any.

     7.2 Trust Fund Property. All income,  profits,  recoveries,  contributions,
forfeitures and any and all moneys, securities and properties of any kind at any
time  received  or held by the  Trustee,  if any,  shall be held for  investment
purposes  as a  commingled  Trust  Fund  pursuant  to the  terms  of  the  Trust
Agreement. The Committee shall maintain one or more Accounts in the name of each
Participant,  but the  maintenance of an Account  designated as the Account of a
Participant  shall not mean that such Participant shall have a greater or lesser
interest  than that due him by operation of the Plan and shall not be considered
as segregating any funds or property from any other funds or property  contained
in the  commingled  fund.  No  Participant  shall have any title to any specific
asset in the Trust Fund, if any.



                                     VII-1



                                      VIII.

                               Nature of the Plan

     The  Employer  intends and desires by the adoption of the Plan to recognize
the value to the Employer of the past and present services of employees  covered
by the Plan  and to  encourage  and  assure  their  continued  service  with the
Employer by making more adequate provision for their future retirement security.
The Plan is intended  to  constitute  an  unfunded,  unsecured  plan of deferred
compensation for a select group of management or highly compensated employees of
the Employer. Plan benefits herein provided are to be paid out of the Employer's
general  assets.  The Plan  constitutes  a mere promise by the Employers to make
benefit  payments  in the  future  and  Participants  have the status of general
unsecured creditors of the Employers.  Nevertheless, subject to the terms hereof
and of the Trust Agreement,  if any, the Employers,  or the Company on behalf of
the  Employers,  may  transfer  money or other  property  to the Trustee and the
Trustee shall pay Plan benefits to Participants and their  beneficiaries  out of
the Trust Fund.

     The Committee,  in its sole discretion,  may establish the Trust and direct
the Employers to enter into the Trust Agreement and adopt the Trust for purposes
of the Plan. In such event,  the Employers  shall remain the owner of all assets
in the  Trust  Fund  and the  assets  shall be  subject  to the  claims  of each
Employer's  creditors  if such  Employer  ever becomes  insolvent.  For purposes
hereof,  an Employer  shall be  considered  'insolvent'  if (a) the  Employer is
unable to pay its debts as they become due, or (b) the  Employer is subject to a
pending  proceeding as a debtor under the United States  Bankruptcy Code (or any
successor federal statute).  The chief executive officer of the Employer and its
board of  directors  shall have the duty to inform the Trustee in writing if the
Employer becomes  insolvent.  Such notice given under the preceding  sentence by
any  party  shall  satisfy  all of the  parties'  duty to give  notice.  When so
informed,  the Trustee shall suspend  payments to the  Participants and hold the
assets for the  benefit of the  Employer's  general  creditors.  If the  Trustee
receives a written allegation that the Employer is insolvent,  the Trustee shall
suspend  payments to the Participants and hold the Trust Fund for the benefit of
the  Employer's  general  creditors,  and  shall  determine  within  the  period
specified  in the Trust  Agreement  whether the  Employer is  insolvent.  If the
Trustee determines that the Employer is not insolvent,  the Trustee shall resume
payments to the  Participants.  No  Participant  or  beneficiary  shall have any
preferred claim to, or any beneficial  ownership  interest in, any assets of the
Trust Fund.



                                     VIII-1



                                       IX.

                             Participating Employers

     The Committee may designate any entity or  organization  eligible by law to
participate in this Plan as an Employer by written  instrument  delivered to the
Secretary of the Company and the designated  Employer.  Such written  instrument
shall  specify  the  effective  date  of  such  designated  participation,   may
incorporate  specific  provisions  relating to the  operation  of the Plan which
apply to the designated  Employer only and shall become,  as to such  designated
Employer and its employees,  a part of the Plan. Each designated  Employer shall
be conclusively presumed to have consented to its designation and to have agreed
to be bound by the terms of the Plan and any and all amendments thereto upon its
submission  of  information  to the  Committee  required by the terms of or with
respect  to the  Plan;  provided,  however,  that  the  terms of the Plan may be
modified so as to increase the  obligations of an Employer only with the consent
of such  Employer,  which  consent shall be  conclusively  presumed to have been
given by such Employer upon its  submission of any  information to the Committee
required by the terms of or with respect to the Plan.  Except as modified by the
Committee  in its  written  instrument,  the  provisions  of this Plan  shall be
applicable  with  respect  to each  Employer  separately,  and  amounts  payable
hereunder   shall  be  paid  by  the  Employer   which  employs  the  particular
Participant, if not paid from the Trust Fund.



                                      IX-1



                                       X.

                                  Miscellaneous

     10.1 Not Contract of Employment.  The adoption and  maintenance of the Plan
shall not be deemed to be a contract  between the  Employer and any person or to
be  consideration  for the employment of any person.  Nothing  herein  contained
shall be deemed to give any person the right to be retained in the employ of the
Employer or to restrict the right of the Employer to discharge any person at any
time nor shall the Plan be deemed to give the  Employer the right to require any
person to remain in the employ of the Employer or to restrict any person's right
to terminate his employment at any time.

     10.2 Alienation of Interest Forbidden.  Except as hereinafter provided, the
interest of a Participant or his beneficiary or beneficiaries  hereunder may not
be sold, transferred,  assigned, or encumbered in any manner, either voluntarily
or involuntarily,  and any attempt so to anticipate,  alienate,  sell, transfer,
assign,  pledge,  encumber,  or charge the same shall be null and void;  neither
shall the benefits  hereunder be liable for or subject to the debts,  contracts,
liabilities,  engagements  or torts of any person to whom such benefits or funds
are payable, nor shall they be an asset in bankruptcy or subject to garnishment,
attachment  or other legal or  equitable  proceedings.  Plan  provisions  to the
contrary  notwithstanding,  the  Committee  shall  comply  with  the  terms  and
provisions of an order that satisfies the requirements for a 'qualified domestic
relations  order' as such term is defined in  section  206(d)(3)(B)  of the Act,
including an order that requires  distributions to an alternate payee prior to a
Participant's  'earliest  retirement  age' as such term is  defined  in  section
206(d)(3)(E)(ii) of the Act.

     10.3  Withholding.  All deferrals and payments provided for hereunder shall
be subject to applicable  withholding and other  deductions as shall be required
of the Employer under any applicable local, state or federal law.

     10.4 Amendment and Termination. The Compensation Committee may from time to
time,  in  its  discretion,  amend,  in  whole  or in  part,  any  or all of the
provisions of the Plan;  provided,  however,  that no amendment may be made that
would  impair  the rights of a  Participant  with  respect  to  amounts  already
allocated to his Account.  The Compensation  Committee may terminate the Plan at
any  time.  In  the  event  that  the  Plan  is  terminated,  the  balance  in a
Participant's  Account  shall  be  paid to such  Participant  or his  designated
beneficiary in a single lump sum payment of cash in full  satisfaction of all of
such Participant's or beneficiary's benefits hereunder. Any such amendment to or
termination  of the Plan  shall be in  writing  and  signed  by a member  of the
Compensation Committee.

     10.5  Severability.  If any provision of this Plan shall be held illegal or
invalid for any  reason,  said  illegality  or  invalidity  shall not affect the
remaining  provisions hereof;  instead,  each provision shall be fully severable
and the Plan  shall be  construed  and  enforced  as if said  illegal or invalid
provision had never been included  herein.



                                      X-1



     10.6 Governing Laws.  All  provisions  of the Plan  shall be  construed  in
accordance with the laws of Texas except to the extent preempted by federal law.



                                      X-2