Executive Performance Plan - Halliburton Co.


                     HALLIBURTON EXECUTIVE PERFORMANCE PLAN
                            EFFECTIVE JANUARY 1, 2000














                                      INDEX

ARTICLE I......................................................................1
PURPOSE........................................................................1

ARTICLE II.....................................................................1
DEFINITIONS....................................................................1

     2.1  Definitions..........................................................1
          -----------
     2.2  Number...............................................................4
          ------
     2.3  Headings.............................................................5
          --------

ARTICLE III....................................................................5
PARTICIPATION..................................................................5

     3.1  Participants.........................................................5
          ------------
     3.2  Partial Plan Year Participation......................................5
          -------------------------------
     3.3  No Right to Participate..............................................6
          -----------------------
     3.4  Executive Plan Exclusive.............................................6
          ------------------------
     3.5  Consent to Dispute Resolution........................................6
          -----------------------------

ARTICLE IV.....................................................................7
ADMINISTRATION.................................................................7

ARTICLE V......................................................................7
REWARD DETERMINATIONS..........................................................7

     5.1  Performance Measures.................................................7
          --------------------
     5.2  Performance Requirements.............................................7
          ------------------------
     5.3  Reward Determinations................................................8
          ---------------------
     5.4  Reward Opportunities.................................................8
          --------------------
     5.5  Discretionary Adjustments............................................8
          -------------------------
     5.6  Discretionary Bonuses................................................8
          ---------------------

ARTICLE VI.....................................................................9
DISTRIBUTION OF REWARDS........................................................9

     6.1  Form and Timing of Distribution......................................9
          -------------------------------
     6.2  Excess Remuneration..................................................9
          -------------------
     6.3  Elective Deferral....................................................9
          -----------------
     6.4  Tax Withholding.....................................................10
          ---------------
     6.5  Dividends on Restricted Shares......................................10
          ------------------------------
     6.6  Lump Sum Payments...................................................10
          -----------------

                                       ii



ARTICLE VII...................................................................10
TERMINATION OF EMPLOYMENT.....................................................10

     7.1  Termination of Service During Plan Year.............................10
          --------------------------------------- 
     7.2  Termination of Service After End of Plan Year
          ---------------------------------------------
          But Prior to Payment Date...........................................11
          -------------------------

ARTICLE VIII..................................................................12
RIGHTS OF PARTICIPANTS AND BENEFICIARIES......................................12

     8.1  Status as a Participant or Beneficiary..............................12
          --------------------------------------
     8.2  Employment..........................................................12
          ----------
     8.3  Nontransferability..................................................12
          ------------------
     8.4  Nature of Executive Plan............................................13
          ------------------------

ARTICLE IX....................................................................13
CORPORATE CHANGE..............................................................13

ARTICLE X.....................................................................14
AMENDMENT AND TERMINATION.....................................................14

ARTICLE XI....................................................................14
MISCELLANEOUS.................................................................14

    11.1  Governing Law.......................................................14
          ------------- 
    11.2  Severability........................................................14
          ------------
    11.3  Successor...........................................................14
          ---------
    11.4  Effective Date......................................................14
          --------------



                                      iii



                                   HALLIBURTON
                           EXECUTIVE PERFORMANCE PLAN


         The Compensation Committee of Directors of Halliburton Company,  hereby
establishes  the  Halliburton  Executive  Performance  Plan,  to be effective in
accordance with the provisions of Section 11.4 hereof.


                                    ARTICLE I

                                     PURPOSE

         The  purpose  of  the  Halliburton   Executive  Performance  Plan  (the
'Executive  Plan')  is to  reward  certain  officers  of  the  Company  and  its
Affiliates for improving financial results which drive the creation of value for
shareholders of the Company and thereby, serve to attract,  motivate, reward and
retain high  caliber  employees  required  for the success of the  Company.  The
Executive Plan provides a means to link total and individual  cash  compensation
to Company performance, as measured by Cash Value Added ('CVA'), on the basis of
Participant  sharing in CVA  improvement,  a demonstrated  driver of shareholder
value. In addition,  to further relate  compensation  earned under the Executive
Plan to shareholder  value  creation,  to build executive stock ownership and to
provide  incentives  for  Participants  to focus on a time frame longer than one
year, the Executive Plan provides that incentive  compensation earned for a Plan
Year will be paid in the form of  restricted  stock  issued under the 1993 Stock
and Long-Term  Incentive Plan (the '1993 Plan') or a successor stock plan, which
stock vests over a three-year period.


                                   ARTICLE II

                                   DEFINITIONS

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

              'Affiliate'  shall   mean   a  Subsidiary  of  the  Company  or  a
division or designated group of the Company or a Subsidiary.


                                       1



              'Base  Reward' shall  mean the dollar  amount of  a  Participant's
         incentive  compensation  under  the  Executive  Plan  for a  Plan  Year
         determined in accordance with Section 5.3.

              'Base   Salary'  shall   mean  the   regular  cash    compensation
         actually paid during a Plan Year to a Participant for services rendered
         or labor performed while participating in the Executive Plan, including
         base  pay a  Participant  could  have  received  in cash in lieu of (i)
         contributions  made on such  Participant's  behalf to a qualified  plan
         maintained by the Company or to any cafeteria plan under Section 125 of
         the Code  maintained by the Company and (ii) deferrals of  compensation
         made at the Participant's election pursuant to a plan or arrangement of
         the Company or an  Affiliate,  but  excluding  any  Rewards  under this
         Executive Plan and any other bonuses, incentive pay or special awards.

              'Beneficiary' shall  mean the  person,  persons, trust  or  trusts
         entitled by Will or the laws of descent and distribution to receive the
         benefits  specified  under  the  Executive  Plan  in the  event  of the
         Participant's death prior to full payment of a Reward.

              'Board  of Directors' shall  mean the  Board of  Directors of  the
         Company.

              'Business   Unit  CVA'  shall   mean   the   respective   CVA   of
         designated  business  units,  each calculated on an aggregate basis for
         their respective operations.

              'Cause' shall  mean (i) the final  conviction of  the  Participant
         of a felony  under  Federal  law or the law of the state in which  such
         action  occurred,  (ii) gross  negligence or willful  misconduct in the
         performance  of  the  Participant's  employment  duties  or  (iii)  the
         Participant's  material  violation  of the  Company's  Code of Business
         Conduct.

              'CEO' shall mean the Chief Executive Officer of the Company.

              'Code' shall mean the Internal Revenue Code of 1986, as amended.

              'Committee' shall  mean  the Compensation  Committee of  Directors
         of the  Company,  appointed  by the Board of  Directors  from among its
         members,  no member of which  shall be an  employee of the Company or a
         Subsidiary.

              'Common  Stock' shall  mean  the  common  stock,  par  value $2.50
         per share, of the Company.

              'Company' shall mean Halliburton Company and its successors.

              'Company CVA' shall mean CVA calculated on a consolidated basis.


                                       2



              'Corporate  Change'  shall  have  the   meaning  ascribed  in  the
         Company's 1993 Plan.

              'CVA'  shall mean  the  difference  between  operating  cash  flow
         and a capital  charge,  calculated in accordance  with the criteria and
         guidelines set forth in the Corporate Policy entitled 'Cash Value Added
         (CVA),' as in effect at the time any such calculation is made.

              'Dispute  Resolution Program'  shall mean  the Halliburton Dispute
         Resolution Plan.

              'ERISA' shall  mean the  Employee Retirement  Income Security  Act
         of 1974, as amended.

              'Executive  Committee' shall  mean the  Executive Committee of the
         Company.

              'Executive   Plan'   shall   mean   the   Halliburton    Executive
         Performance   Plan,   effective  January  1,  2000,  as  the  same  may
         subsequently  be amended from time to time.  The Executive  Plan is the
         successor  plan to the  Annual  Performance  Pay Plan for  Participants
         hereunder.

              'Fair  Market  Value' shall  mean  the  average  closing price per
         share 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) for all
         trading days during the  applicable  Plan Year.  If the Common Stock is
         not  publicly  traded on a national  securities  exchange 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.

              'Group  CVA' shall  mean the  respective  CVA  of the  Halliburton
         Energy Group, the Engineering and Construction  Services Group, and the
         Dresser  Equipment  Group,  each  calculated on an aggregate  basis for
         their respective operations.

              '1993 Plan' shall  mean  the Company's  1993  Stock and  Long-Term
         Incentive Plan, as amended.

              'Participant'  shall  mean   any  active  Senior  Officer  of  the
         Company or an Affiliate who participates in the Executive Plan pursuant
         to the  provisions  of Article  III hereof.  An  employee  shall not be
         eligible  to  participate  in the  Executive  Plan  while on a leave of
         absence.

              'Participant  Category'  shall  mean a  grouping  of  Participants
         determined in accordance with the applicable provisions of Article III.


                                       3



              'Payment  Date' shall  mean,  with  respect  to a particular  Plan
         Year,  the last business day of February of the year next following the
         end of such Plan Year.

              'Performance  Goals'  shall  mean,  for  a  particular  Plan Year,
         established levels of applicable Performance Measures.

              'Performance   Measures'   shall   mean   the  criteria   used  in
         determining  Performance Goals for particular  Participant  Categories,
         which may include one or more of the following:  Company CVA, Group CVA
         and Business Unit CVA.

              'Plan  Year' shall  mean  the  calendar  year ending  December 31,
         2000 and each subsequent calendar year thereafter.

              'Restricted  Shares'  shall  mean  shares  issued  under  the 1993
         Plan  which  are  subject  to  restrictions  on the  sale,  assignment,
         hypothecation or other transfer, encumbrance or disposition.

              'Reward'  shall  mean  such  number  of  Restricted  Shares as are
         equal to 125% of the Base  Reward  divided  by the Fair  Market  Value,
         rounded to the nearest whole share.

              'Reward   Opportunity'   shall   mean,   with   respect  to   each
         Participant  Category,   incentive  reward  amounts,   expressed  as  a
         percentage  of Base  Salary,  which  corresponds  to various  levels of
         pre-established  Performance Goals,  determined  pursuant to the Reward
         Schedule.

              'Reward  Schedule'  shall  mean  the  schedule  which  aligns  the
         level of  achievement  of  applicable  Performance  Goals  with  Reward
         Opportunities  for a  particular  Plan  Year,  such  that the  level of
         achievement of the pre-established Performance Goals at the end of such
         Plan Year will determine the Base Reward.

              'Section  16  Officer'  shall  mean an  officer who  is subject to
         Section 16 of the Securities Exchange Act of 1934, as amended,  and the
         rules promulgated thereunder.

              'Senior  Officer'  shall  mean a  full officer  of the  Company or
         an Affiliate at the Vice President level or above.

              'Subsidiary'  shall mean any  corporation 50  percent or  more  of
         whose voting power is owned,  directly or indirectly, by the Company.

         2.2   Number.  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.


                                       4



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


                                   ARTICLE III

                                  PARTICIPATION

         3.1  Participants.  Active  employees  who are members of the Executive
Committee or Section 16 Officers as of the  beginning of each Plan Year shall be
Participants for such Plan Year. In addition,  such other Senior Officers as may
be  designated  annually  as  Participants  by the CEO  prior to the last day of
February each Plan Year shall be Participants for such Plan Year.

         3.2  Partial Plan Year Participation. If, after the beginning of a Plan
Year, an employee who was not previously a Participant for such Plan Year (i) is
newly  appointed or elected as a member of the Executive  Committee or a Section
16 Officer or (ii)  returns to active  employment  as a member of the  Executive
Committee or as a Section 16 Officer following a leave of absence, such employee
shall become a Participant effective with such appointment or election or return
to active  service,  as the case may be, for the balance of the Plan Year,  on a
prorated basis,  unless the Committee shall  determine,  in its sole discretion,
that the  participation  shall be delayed  until the  beginning of the next Plan
Year. If, after the beginning of the Plan Year, (i) a person is newly elected or
appointed  as a Senior  Officer  (other  than a Section 16  Officer)  or (ii) an
employee  who was not  previously  a  Participant  for such Plan Year returns to
active  employment  as a  Senior  Officer  (other  than a  Section  16  Officer)
following a leave of absence, the CEO, or his delegate, may designate in writing
such  person  as a  Participant  for the pro  rata  portion  of such  Plan  Year
beginning on the first day of the month following such designation.
         If a Senior Officer who has previously been designated as a Participant
for a particular  Plan Year takes a leave of absence  during such Plan Year, all
of such Participant's  rights to a Reward for such Plan Year shall be forfeited,
unless  the  Committee  (with  respect to a  Participant  who is a member of the


                                       5



Executive  Committee  or a Section 16 Officer)  or the CEO (with  respect to any
other  Participant) shall determine that such Participant's Base Reward for such
Plan Year  shall be  prorated  based upon that  portion of the Plan Year  during
which he or she was an active Participant,  in which case the prorated amount of
the Base Reward shall be paid in accordance  with the  applicable  provisions of
Article VI.
         Each  Participant  shall be assigned to a  Participant  Category at the
time  he  or  she  becomes  a  Participant  for a  particular  Plan  Year.  If a
Participant  thereafter  incurs a change in status due to  promotion,  demotion,
reassignment  or transfer,  (i) the  Committee,  in the case of the CEO or other
Section 16 Officer or (ii) the CEO,  or his  delegate,  in the case of any other
Participant, may approve in writing such adjustment in such Participant's Reward
Opportunity as deemed appropriate under the circumstances (including termination
of participation in the Executive Plan for the remainder of the Plan Year), such
adjustment  to be made on a pro rata  basis  for the  balance  of the Plan  Year
effective with the first day of the month  following such approval,  unless some
other effective date is specified.

         3.3  No Right to Participate.  Except as provided  in Sections  3.1 and
3.2, no Participant or other employee of the Company or an Affiliate  shall,  at
any time,  have a right to  participate in the Executive Plan for any Plan Year,
notwithstanding  having  previously  participated  in the  Executive  Plan  or a
predecessor plan.

         3.4  Executive  Plan  Exclusive.   No  employee  shall   simultaneously
participate in this Executive Plan and in any other short-term incentive plan of
the Company or an Affiliate  unless such employee's  participation in such other
plan is approved by the CEO, or his delegate.

         3.5  Consent to Dispute Resolution. Participation in the Executive Plan
constitutes  consent by the  Participant to be bound by the terms and conditions
of the Dispute  Resolution Program which in substance requires that all disputes
arising  out of or in any way  related  to  employment  with the  Company or its


                                       6



Affiliates,  including any disputes  concerning the Executive  Plan, be resolved
exclusively through such program, which includes binding arbitration as the last
step.


                                   ARTICLE IV

                                 ADMINISTRATION

         Each Plan Year,  the Committee  shall  establish the basis for payments
under the Executive Plan in relation to given  Performance  Goals, as more fully
described  in  Article  V hereof,  and,  following  the end of each  Plan  Year,
determine the Base Reward payable for each Participant  Category.  The Committee
is authorized to construe and interpret the Executive Plan, to prescribe,  amend
and rescind rules, regulations and procedures relating to its administration and
to make all other  determinations  necessary or advisable for  administration of
the Executive  Plan. The CEO shall have such authority as is expressly  provided
in the Executive  Plan. In addition,  as permitted by law, the Committee and the
CEO may delegate such of their respective  authority granted under the Executive
Plan as  deemed  appropriate;  provided,  however,  that the  Committee  may not
delegate its  authority  with  respect to matters  relating to the CEO and other
Section 16 Officers or its responsibilities under Article V hereof. Decisions of
the Committee and the CEO, or their respective delegates, in accordance with the
authority  granted hereby or delegated  pursuant  hereto shall be conclusive and
binding.  Subject only to compliance  with the express  provisions  hereof,  the
Committee,  the CEO and their  respective  delegates  may act in their  sole and
absolute  discretion  with respect to matters within their  authority  under the
Executive Plan.


                                    ARTICLE V

                              REWARD DETERMINATIONS

         5.1  Performance  Measures.  CVA shall be the only Performance  Measure
in determining Performance Goals for any Plan Year.

         5.2  Performance  Requirements. Prior  to the last  day of February  of
each  Plan Year, (i) the  Committee  shall  approve the  Company CVA, applicable
Group CVA  and  applicable  Business  Unit  CVA  Performance  Goals for  certain


                                       7



Participant Categories and (ii) the Committee shall establish  a Reward Schedule
which  aligns  the level  of achievement  of applicable  Performance Goals  with
Reward  Opportunities,   such   that   the   level   of   achievement   of   the
pre-established Performance Goals at the end of the Plan Year will determine the
Base Reward.

         5.3  Reward  Determinations.  After  the end of  each  Plan  Year,  the
Committee shall  determine the extent to which the  Performance  Goals have been
achieved  and  the  amount  of the  Base  Reward  shall  be  computed  for  each
Participant in accordance with the Reward Schedule.

         5.4  Reward  Opportunities. The  established  Reward Opportunities  may
vary in  relation to  the  Participant  Categories and  within  the  Participant
Categories.  In the event a Participant  changes  Participant  Categories during
a Plan  Year, the  Participant's  Reward  Opportunities  shall  be  adjusted  in
accordance with the applicable provisions of Section 3.2.

         5.5  Discretionary  Adjustments.  Once  established, Performance  Goals
will not be changed during the Plan Year. However, if the Committee, in its sole
and absolute discretion, determines that there  has  been  (i) a  change  in the
business,  operations,  corporate  or  capital  structure,  (ii) a change in the
manner in which  business is  conducted  or (iii) any other  material  change or
event which will impact one or more Performance  Goals in a manner the Committee
did not intend, then the Committee may, reasonably  contemporaneously  with such
change  or  event,  make  such  adjustments  as it shall  deem  appropriate  and
equitable  in  the  manner  of  computing  the  relevant   Performance  Measures
applicable to such Performance Goal or Goals for the Plan Year.

         5.6  Discretionary   Bonuses.   Notwithstanding   any  other  provision
contained  herein to the contrary,  the Committee  may, in its sole  discretion,
make such other or additional  bonus  payments to a Participant as it shall deem
appropriate.


                                       8



                                   ARTICLE VI

                             DISTRIBUTION OF REWARDS

         6.1  Form and Timing of  Distribution.  The Reward shall be paid in the
form of  Restricted  Shares  awarded under the 1993 Plan as of the Payment Date.
The terms and  conditions of the award shall be set forth in a restricted  stock
agreement  between  the  Participant  and  the  Company.  The  restricted  stock
agreement shall provide, among other things, that restrictions on the Restricted
Shares  will lapse in three equal  annual  installments  beginning  on the first
anniversary of the Payment Date,  provided that the  Participant is continuously
employed by the Company or an Affiliate  through the applicable  lapse date. The
foregoing  notwithstanding,  if the Participant's  employment is terminated as a
result of (i) normal retirement on or after age 65, (ii) death, (iii) disability
as determined by the Company or employing  Affiliate or (iv)  termination by the
Company or employing Affiliate for other than Cause, all remaining  restrictions
on the  Restricted  Shares  shall  lapse  on the  date  of such  termination  of
employment.  In the event of the Participant's termination of employment for any
other reason,  including  retirement prior to age 65, all Restricted Shares then
subject to restrictions shall be forfeited, unless retention of all or a portion
of such shares is approved by the Committee or its delegate,  in the Committee's
or such delegate's sole discretion.

         6.2  Excess  Remuneration.  Notwithstanding  the  provisions of Section
6.1, the Committee may, in its discretion, with respect to a Participant  who is
a 'covered employee' for purposes of Section 162(m) of the Code,  determine that
payment  of  that  portion  of  a  Reward  which  would   otherwise  cause  such
Participant's   compensation   to  exceed  the   limitation  on  the  amount  of
compensation  deductible  by the  Company in any taxable  year  pursuant to such
Section 162(m), shall be deferred until such Participant is no longer a 'covered
employee.'

         6.3  Elective  Deferral. Rewards payable  in Restricted Shares pursuant
to Section 6.1 shall not be eligible for deferral under the Halliburton Elective
Deferral  Plan or other similar plan.  The  foregoing  notwithstanding,  nothing
herein  shall be deemed to preclude a  Participant's  election,  pursuant to the
aforementioned  Elective  Deferral  Plan or similar  plan, to defer receipt of a


                                       9



percentage of any Base Reward payable in cash pursuant to Section 6.6 beyond the
time such amount would have been payable hereunder.

         6.4  Tax Withholding.  The Company or employing  entity  through  which
payment  of a Reward  is to be made  shall  have the  right to  deduct  from any
payment  hereunder  any amounts that Federal,  state,  local or foreign tax laws
require with respect to such payments.

         6.5  Dividends on Restricted Shares.  A Participant will be entitled to
receive dividends on the Restricted Shares during the restricted period.  Except
as provided in the foregoing sentence, no interest or dividend equivalents shall
be accrued or paid under this Executive Plan.

         6.6  Lump Sum Payments. Notwithstanding  the provisions of Section 6.1,
in the event of termination of a Participant's employment prior to the Plan Year
Payment  Date for any reason other than death (in which event  payment  shall be
made in  accordance  with  the  applicable  provisions  of  Article  VII),  such
Participant  shall  receive the amount of any Base Reward (or  prorated  portion
thereof)  which is payable  pursuant to Section 7.1 or Section 7.2 in a lump sum
payment.
         The lump sum  payment  shall be paid in cash on the Plan  Year  Payment
Date, or as soon thereafter as practicable,  with respect to the Base Reward (or
the prorated portion thereof) earned for such Plan Year.


                                   ARTICLE VII

                            TERMINATION OF EMPLOYMENT

         7.1  Termination   of  Service  During  Plan  Year.  In   the  event  a
Participant's  employment is terminated prior to the last business day of a Plan
Year for any reason  other than  death,  normal  retirement  at or after age 65,
disability (as determined by the Company or employing  Affiliate) or termination
by the  Company  or  employing  Affiliate  for  other  than  Cause,  all of such
Participant's  rights to a Reward for such Plan Year shall be forfeited,  unless
the Committee (with respect to a Participant who was the CEO or other Section 16
Officer) or the CEO (with respect to any other Participant) shall determine that


                                       10



such  Participant's  Base Reward for such Plan Year shall be prorated based upon
that portion of the Plan Year during which he or she was a Participant, in which
case the prorated amount of the Base Reward shall be paid in accordance with the
provisions of Section 6.6. In the case of a Participant's  death during the Plan
Year, the amount of such  Participant's Base Reward prorated through the date of
death shall be paid in a cash lump sum payment to the  Participant's  estate, or
if there is no administration of the estate, to the heirs at law, on the Payment
Date,  or as soon  thereafter  as  practicable.  In the case of a  Participant's
termination of employment during the Plan Year as a result of such Participant's
disability  or  normal  retirement  at or  after  age  65,  the  amount  of such
Participant's Base Reward prorated through the termination date shall be paid in
accordance with the provisions of Section 6.6. In the case where a Participant's
employment  is  terminated  during  the Plan Year by the  Company  or  employing
Affiliate for any reason other than Cause, the full amount of such Participant's
Base Reward shall be paid in accordance with Section 6.6.

         7.2  Termination of Service After End of Plan Year But Prior to Payment
Date. If a Participant's employment is terminated after the end of the Plan Year
but prior to the Payment Date for any reason other than death, normal retirement
at or after age 65,  disability  (as  determined  by the  Company  or  employing
Affiliate) or termination  by the Company or employing  Affiliate for other than
Cause,  all of a  Participant's  rights to a Reward  for such Plan Year shall be
forfeited unless the Committee (with respect to a Participant who was the CEO or
other  Section 16  officer) or the CEO (with  respect to any other  Participant)
shall determine that such  Participant's Base Reward for such Plan Year shall be
paid in  accordance  with  the  provisions  of  Section  6.6.  In the  case of a
Participant's  death  after the end of the Plan  Year but  prior to the  Payment
Date, the amount of the Base Reward shall be paid to such Participant's  estate,
or if there  is no  administration  of the  estate,  to the  heirs at law on the
Payment  Date  or  as  soon  thereafter  as  practicable.   In  the  case  of  a
Participant's termination of employment after the end of the Plan Year but prior
to the  Payment  Date as a  result  of  such  Participant's  disability,  normal
retirement  at or  after  age 65 or  termination  by the  Company  or  employing


                                       11



Affiliate  for other than Cause,  the amount of the Base Reward shall be paid to
the Participant in accordance with the provisions of Section 6.6.


                                  ARTICLE VIII

                    RIGHTS OF PARTICIPANTS AND BENEFICIARIES

         8.1  Status as a Participant or Beneficiary. Status as a Participant or
Beneficiary  shall not be  construed  as a  commitment  that any Reward  will be
earned or payable under the Executive Plan.

         8.2  Employment.  Nothing  contained  in the  Executive  Plan or in any
document  related to the  Executive  Plan or to any Reward shall confer upon any
Participant any right to continue as an employee or in the employ of the Company
or an Affiliate or  constitute  any  contract or agreement of  employment  for a
specific  term or  interfere  in any way with the  right  of the  Company  or an
Affiliate to reduce such person's  compensation,  to change the position held by
such person or to  terminate  the  employment  of such  person,  with or without
cause.

         8.3  Nontransferability. No benefit payable under, or interest in, this
Executive Plan shall be subject in any manner to anticipation, alienation, sale,
transfer,  assignment,  pledge,  encumbrance  or charge  and any such  attempted
action  shall be void and no such  benefit or interest  shall be, in any manner,
liable  for,  or  subject  to,  debts,  contracts,  liabilities  or torts of any
Participant or Beneficiary; provided, however, that, nothing in this Section 8.3
shall  prevent  transfer  (i) by Will,  (ii) by  applicable  laws of descent and
distribution or (iii) pursuant to an order that satisfies the requirements for a
'qualified  domestic  relations  order'  as such  term  is  defined  in  section
206(d)(3)(B) of ERISA and section  414(p)(1)(A) of the Code,  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
ERISA and section 414(p)(4)(B) of the Code. Any attempt at transfer,  assignment
or other  alienation  prohibited by the preceding  sentence shall be disregarded
and all amounts  payable  hereunder  shall be paid only in  accordance  with the
provisions of the Executive Plan.


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         8.4  Nature of Executive Plan.  No  Participant,  Beneficiary  or other
person  shall have any right,  title or interest in any fund or in any  specific
asset of the  Company or any  Affiliate  by reason of any Reward or Base  Reward
hereunder.  There shall be no funding of any benefits  which may become  payable
hereunder.  Nothing  contained in the Executive Plan (or in any document related
thereto),  nor the creation or adoption of the  Executive  Plan,  nor any action
taken  pursuant to the  provisions  of the Executive  Plan shall  create,  or be
construed to create, a trust of any kind or a fiduciary relationship between the
Company or an Affiliate and any Participant, Beneficiary or other person. To the
extent  that a  Participant,  Beneficiary  or other  person  acquires a right to
receive  payment with respect to a Reward or Base Reward  hereunder,  such right
shall be no greater  than the right of any  unsecured  general  creditor  of the
Company or other employing entity, as applicable. All cash amounts payable under
the  Executive  Plan  shall be paid from the  general  assets of the  Company or
employing  entity,  as  applicable,  and no special or separate  fund or deposit
shall be  established  and no  segregation  of  assets  shall be made to  assure
payment of such amounts.  Nothing in the Executive  Plan shall be deemed to give
any employee any right to participate in the Executive Plan except in accordance
herewith.


                                   ARTICLE IX

                                CORPORATE CHANGE

         In the event of a Corporate Change, (i) with respect to a Participant's
Reward  for  the  Plan  Year  in  which  the  Corporate  Change  occurred,  such
Participant  shall be entitled to an immediate cash payment equal to the maximum
amount  of  Base  Reward  he or she  could  have  received  for the  Plan  Year,
multiplied  by 125% and prorated to the date of the Corporate  Change;  and (ii)
with  respect to a Corporate  Change that occurs  after the end of the Plan Year
but prior to the Payment Date, a  Participant  shall be entitled to an immediate
cash payment equal to 125% of the Base Reward earned for such Plan Year.


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                                    ARTICLE X

                            AMENDMENT AND TERMINATION

         Notwithstanding  anything herein to the contrary, the Committee may, at
any time, terminate or, from time to time amend, modify or suspend the Executive
Plan;  provided,  however,  that,  without the prior consent of the Participants
affected,  no such action may adversely  affect any rights or  obligations  with
respect to any Rewards theretofore earned for a particular Plan Year, whether or
not the  amounts of such  Rewards  have been  computed  and  whether or not such
Rewards are then payable.


                                   ARTICLE XI

                                  MISCELLANEOUS

         11.1 Governing Law. The Executive Plan and all related  documents shall
be governed  by, and  construed  in  accordance  with,  the laws of the State of
Texas,  without  giving  effect to the  principles  of conflicts of law thereof,
except to the extent preempted by federal law. The Federal Arbitration Act shall
govern all matters with regard to arbitrability.

         11.2 Severability. If any provision of the Executive 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  Executive  Plan shall be  construed  and enforced as if said
illegal or invalid provision had never been included herein.

         11.3 Successor. All obligations of the Company under the Executive Plan
shall be binding upon and inure to the benefit of any  successor to the Company,
whether the  existence  of such  successor is the result of a direct or indirect
purchase,  merger,  consolidation,  or otherwise, of all or substantially all of
the business and/or assets of the Company.

         11.4 Effective  Date.  This Executive  Plan shall be effective from and
after  January 1, 2000,  and shall remain in effect until such time as it may be
terminated or amended pursuant to Article X.


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