Elective Deferral Plan - Halliburton Co.


                       HALLIBURTON ELECTIVE DEFERRAL PLAN





















                             As Amended and Restated
                             Effective June 1, 1999




                                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 June 1, 1999:



                                      (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.

(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.



                                      I-1




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

(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


                                      III-1



the number  ofcomplete  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.


                                      V-1



         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 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


                                      V-2




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 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


                                      VI-1



exercise all the powers of the disqualified member concerning the matter in
which he is disqualified.

         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.


                                      VI-2




         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
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