WEATHERFORD INTERNATIONAL LTD
RESTRICTED SHARE PLAN
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>h14974exv10w2.txt
<DESCRIPTION>RESTRICTED SHARE PLAN
<TEXT>
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                                                                    EXHIBIT 10.2














              WEATHERFORD INTERNATIONAL LTD. RESTRICTED SHARE PLAN

            AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 16, 2004















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                                TABLE OF CONTENTS
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<S>                             <C>                                                                          <C>





ARTICLE I             PURPOSE AND TERM...........................................................................1

         1.1      Purpose........................................................................................1

         1.2      Term of Plan...................................................................................1

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

ARTICLE III           ELIGIBILITY................................................................................4

ARTICLE IV            AWARDS.....................................................................................4

         4.1      Authority to Grant Awards......................................................................4

         4.2      Dedicated Shares...............................................................................4

         4.3      Maximum Awards for Officers and Directors......................................................5

         4.4      Terms of Awards................................................................................5

         4.5      Holder's Rights as Shareholder.................................................................5

         4.6      Non-Transferability............................................................................6

         4.7      Requirements of Law............................................................................6

         4.8      Changes in the Company's Capital Structure.....................................................7

         4.9      Change in Control..............................................................................7

         4.10     Fractional Shares..............................................................................7

ARTICLE V             ADMINISTRATION.............................................................................8

ARTICLE VI            AMENDMENT OR TERMINATION OF PLAN...........................................................8

ARTICLE VII           MISCELLANEOUS..............................................................................9

         7.1      No Establishment of a Trust Fund...............................................................9

         7.2      No Employment or Affiliation Obligation........................................................9

         7.3      Tax Withholding................................................................................9

         7.4      Written Agreement.............................................................................10

         7.5      Indemnification of the Committee..............................................................10

         7.6      Gender........................................................................................10

         7.7      Headings......................................................................................10

         7.8      Other Compensation Plans......................................................................10

         7.9      Other Awards..................................................................................10

         7.10     Exercise of Corporate Powers..................................................................11
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         <S>      <C>                                                                                           <C>
         7.11     Persons Residing Outside of the United States.................................................11

         7.12     Governing Law.................................................................................11

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                                   ARTICLE I

                                PURPOSE AND TERM

        1.1 PURPOSE. The Plan, as originally adopted by the Company on May 9,
2003, is hereby amended and restated by the Company effective as of January 16,
2004. The Plan is intended to advance the best interests of the Company and its
Affiliates by providing those persons who have substantial responsibility for
the management and growth of any of the Company or its Affiliates with
additional incentives and an opportunity to obtain or increase their proprietary
interest in the Company, thereby encouraging them to continue in their
employment or affiliation with the Company or any of its Affiliates.

        1.2 TERM OF PLAN. Subject to earlier termination by the Committee
pursuant to Article VI, no Award will be granted under the Plan after May 9,
2013, the tenth anniversary of the date of the adoption of the Plan, but Awards
granted before such date may extend beyond such date, and all authority of the
Committee with respect to Awards hereunder, including the authority to amend the
Plan, shall continue in respect of Awards outstanding on such date.

                                   ARTICLE II

                                   DEFINITIONS

        The words and phrases defined in this Article shall have the meaning set
out in these definitions throughout the Plan, unless the context in which any
such word or phrase appears reasonably requires a broader, narrower or different
meaning.

        (a) "AFFILIATE" means any Entity that directly or indirectly controls,
is controlled by, or is under common control with any other Entity.

        (b) "ASSETS" means assets (of any kind) owned by the Company, including,
without limitation, any securities of the Company's direct or indirect
subsidiaries and any assets of the Company's direct or indirect subsidiaries.

        (c) "AWARD" means any grant by the Committee of Restricted Shares or
RSUs to a Holder.

        (d) "AWARD AGREEMENT" means a written agreement entered into between the
Company and the Holder setting forth the terms and conditions pursuant to which
an Award is granted.

        (e) "BOARD" means the board of directors of the Company.

        (f) "CHANGE IN CONTROL" means the occurrence of any one of the following
events:

                 (i) any Person is or becomes the Beneficial Owner (as defined
        in Rule 13d-3 under the Exchange Act), directly or indirectly, of 20
        percent or more of


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        either (A) the then outstanding Shares (the "Outstanding Shares") or (B)
        the combined voting power of the then outstanding voting securities of
        the Company entitled to vote generally in the election of directors (the
        "Outstanding Voting Securities"), excluding any Person who becomes such
        a Beneficial Owner in connection with a transaction that complies with
        clauses (A), (B) and (C) of paragraph (iii) below;

                 (ii) individuals, who, as of the date hereof, constitute the
        Board (the "Incumbent Board") cease for any reason to constitute at
        least two-thirds of the Board; provided, however, that any individual
        becoming a director subsequent to the date hereof whose election, or
        nomination for election by the Company's shareholders, was approved by a
        vote of at least two thirds of the Incumbent Board shall be considered
        as though such individual was a member of the Incumbent Board, but
        excluding, for this purpose, any such individual whose initial
        assumption of office occurs as a result of an actual or threatened
        election contest with respect to the election or removal of directors or
        other actual or threatened solicitation of proxies or consents by or on
        behalf of a Person other than the Board; or

                 (iii) the consummation of a reorganization, merger,
        amalgamation, consolidation or similar transaction of the Company or any
        of its subsidiaries or the sale, transfer or other disposition of all or
        substantially all of the Assets (a "Corporate Transaction"), unless,
        following such Corporate Transaction or series of related Corporate
        Transactions, as the case may be, (A) all of the individuals and
        Entities who were the beneficial owners, respectively, of the
        Outstanding Shares and Outstanding Voting Securities immediately prior
        to such Corporate Transaction beneficially own, directly or indirectly,
        more than 66 2/3 percent of, respectively, the then outstanding common
        shares and the combined voting power of the then outstanding voting
        securities entitled to vote generally in the election of directors (or
        other governing body), as the case may be, of the Entity resulting from
        such Corporate Transaction (including, without limitation, an Entity
        which as a result of such transaction owns the Company or all or
        substantially all of the Assets either directly or through one or more
        subsidiaries or Entities) in substantially the same proportions as their
        ownership, immediately prior to such Corporate Transaction, of the
        Outstanding Shares and the Outstanding Voting Securities, as the case
        may be, (B) no Person (excluding any Entity, resulting from such
        Corporate Transaction or any employee benefit plan (or related trust) of
        the Company of such Entity resulting such Corporate Transaction)
        beneficially owns, directly or indirectly, 20 percent or more of,
        respectively, the then outstanding common shares of the Entity resulting
        from such Corporate Transaction or the combined voting power of the then
        outstanding voting securities of such Entity except to the extent that
        such ownership existed prior to the Corporate Transaction and (C) at
        least two-thirds of the members of the board of directors or other
        governing body of the Entity resulting from such Corporate Transaction
        were members of the Incumbent Board at the time of the approval of such
        Corporate Transaction; or


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                 (iv) approval or adoption by the Board or the shareholders of
        the Company of a plan or proposal which could result directly or
        indirectly in the liquidation, transfer, sale or other disposal of all
        or substantially all of the Assets or the dissolution of the Company.

        (g) "CODE" means the United States Internal Revenue Code of 1986, as
amended.

        (h) "COMMITTEE" means the Compensation Committee of the Board or such
other committee designated by the Board; provided that, with respect to the
grant of Awards to, and the administration of the Plan with respect to,
Directors who are not Employees, the Committee means the Board.

        (i) "COMPANY" means Weatherford International Ltd., a Bermuda exempted
company, or any successor (by acquisition, reincorporation, merger,
consolidation, amalgamation or otherwise).

        (j) "DIRECTOR" means an individual who is elected by the shareholders of
the Company, or in the case of a vacancy or newly created position, by the other
directors, to serve on the Board who performs the functions of a director set
forth in the Company's bye-laws.

        (k) "DISABILITY" has the meaning given such term in a Holder's Award
Agreement; or, if not defined in the Award Agreement, "Disability" means as
determined by the Committee in its discretion exercised in good faith, a
physical or mental condition of the Holder that would entitle him to payment of
disability income payments under the Company's long-term disability insurance
policy or plan for employees as then in effect; or if the Holder is not covered,
for whatever reason (including, without limitation, because the Holder is a
Director), under the Company's long-term disability insurance policy or plan for
Employees or if the Company does not maintain such a long-term disability
insurance policy, "Disability" means a permanent and total disability as defined
in section 22(e)(3) of the Code. A determination of Disability may be made by a
physician selected or approved by the Committee and, in this respect, the Holder
shall submit to an examination by such physician upon request by the Committee.

        (l) "EMPLOYEE" means a person employed by the Company or any of its
Affiliates as a common law employee.

        (m) "ENTITY" means any corporation, partnership, association,
joint-stock company, limited liability company, trust, unincorporated
organization or other business entity.

        (n) "EXCHANGE ACT" means the United States Securities Exchange Act of
1934, as amended.

        (o) "FAIR MARKET VALUE" of one Share means the last reported sale price
for the Shares on the principal exchange on which the Shares are traded on the
business day immediately preceding the date for which the Fair Market Value is
being determined (or, if the Shares were not traded on such immediately
preceding date, on the immediately preceding date on which the Shares were so
traded).


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        (p) "HOLDER" means a person who has been granted an Award or any
Transferee (as defined in Section 4.6) thereof.

        (q) "PERSON" has the meaning given such term in Section 3(a)(9) of the
Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except
that such term shall not include (i) the Company or any of its subsidiaries,
(ii) a trustee or other fiduciary holding securities under an employee benefit
plan of the Company or any of its affiliates (as defined in Rule 12b-2
promulgated under Section 12 of the Exchange Act), (iii) an underwriter
temporarily holding securities pursuant to an offering by the Company of such
securities, or (iv) a corporation or other entity owned, directly or indirectly,
by the shareholders of the Company in the same proportions of their ownership of
the Shares.

        (r) "PLAN" means the Weatherford International Ltd. Restricted Share
Plan, as set forth in this document and as it may be amended from time to time.

        (s) "RESTRICTED SHARES" means Shares subject to restrictions pursuant to
an Award Agreement.

        (t) "RSU" means a restricted share unit that represents the right to
receive a Share at a future date after the lapse of any transferability and
forfeiture restrictions in accordance with the terms of the Plan and the
applicable Award Agreement.

        (u) "SHARE" or "SHARES" means a common share or shares, par value $1.00
per share, of the Company, or, in the event that the Shares are later changed
into or exchanged for a different class of shares or securities of the Company
or another corporation, that other share or security. Shares may be represented
by a certificate or by book or electronic entry.


                                  ARTICLE III

                                   ELIGIBILITY

        The individuals who shall be eligible to receive Awards shall be those
key Employees and Directors who have substantial responsibility for the
management and growth of the Company and its Affiliates as the Committee shall
determine from time to time.

                                   ARTICLE IV

                                     AWARDS

        4.1 AUTHORITY TO GRANT AWARDS. The Committee may grant Awards to those
key Employees of the Company or any of its Affiliates and the Directors as it
shall from time to time determine, under the terms and conditions of the Plan.
Subject only to any applicable limitations set out in the Plan, the number of
Shares or RSUs to be covered by any Award to be granted to any person shall be
as determined by the Committee.

       4.2 DEDICATED SHARES. The aggregate number of Shares available for
Awards granted under the Plan is 3,835,000, subject to adjustment in accordance
with the provisions of


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Section 4.8. To the extent that any outstanding Award expires, is forfeited or
terminates for any reason or any Award is surrendered, the Shares allocable to
such portion of that Award shall again be available for future Awards granted
under the Plan. The Shares available for Awards shall be Shares held by any
subsidiary of the Company (hereinafter referred to as "treasury shares").

         4.3 MAXIMUM AWARDS FOR OFFICERS AND DIRECTORS. No Director or
officer of the Company or any Affiliate may acquire under the Plan more than
1,208,447 Shares, which number represents one percent of the Shares outstanding
at the time the Plan was adopted.

         4.4 TERMS OF AWARDS. Each Award shall be evidenced by an Award
Agreement that contains any transferability and forfeiture restrictions and
other provisions not inconsistent with the Plan as the Committee may specify. If
the Committee imposes transferability restrictions on a Holder's rights with
respect to Restricted Shares, the Committee may issue such instructions to the
Company's share transfer agent in connection therewith as it deems appropriate.
The Committee may also cause the certificate for Shares acquired pursuant to an
Award to be imprinted with any legend which counsel for the Company considers
advisable with respect to the restrictions or, should the Shares be represented
by book or electronic entry rather than a certificate, the Company may take such
steps to restrict transfer of the Shares as counsel for the Company considers
necessary or advisable to comply with applicable law. The Company may require
that the Share certificates evidencing Restricted Shares will be held in the
custody of the Company until the restrictions thereon have lapsed, and that the
Holder, as a condition of an Award, shall have delivered a share transfer form,
endorsed in blank, relating to the Restricted Shares covered by the Award.

        Unless a Holder's Award Agreement expressly provides otherwise and
except as set forth in Section 4.6, a Holder shall not be entitled to transfer
Awards and the Shares acquired pursuant thereto until the earliest to occur of
(1) the Holder's death before he has otherwise terminated his employment or
affiliation relationship with the Company or its Affiliates, (2) the Holder's
incurring a Disability while in the employ or affiliation of the Company or an
Affiliate, (3) the retirement of the Holder in good standing from the employ of
the Company or its Affiliates under the then established rules of the Company
and its Affiliates (provided that the Holder shall in such event only be
entitled to transfer a number of the Restricted Shares or RSUs subject to the
Award Agreement equal to a fraction, the numerator of which is the Holder's
total whole years of service since the Award was granted and the denominator of
which is three), (4) the third anniversary of the date of grant of the Award, or
(5) the occurrence of a Change in Control.

        The prospective recipient of an Award shall not have any rights with
respect to any such Award unless and until he has executed an Award Agreement
and delivered it to the Company.

        4.5 HOLDER'S RIGHTS AS SHAREHOLDER. Subject to the terms and conditions
of the Plan, each Holder of Restricted Shares shall have all the rights of a
shareholder with respect to the Shares included in the Award during any period
in which such Shares are subject to forfeiture and restrictions on transfer,
including without limitation, the right to vote such Shares, if unrestricted
Shares of the same class have the right to vote. Dividends paid with respect to
Restricted Shares in cash or property other than Shares or rights to acquire
Shares shall be paid

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to the Holder currently. Any Shares issued to a Holder pursuant to dividends in
respect of Restricted Shares that are paid in Shares or rights to acquire Shares
shall be added to and become a part of the Restricted Shares.

        No Holder of RSUs shall have any rights as a shareholder with respect to
the Shares underlying such RSUs until the date Shares are issued pursuant to the
Award Agreement evidencing such RSUs.

        4.6 NON-TRANSFERABILITY. Except as specified in the applicable Award
Agreements or in domestic relations court orders, Awards shall not be
transferable by the Holder other than (a) by will or under the laws of descent
and distribution, (b) to the Holder's spouse, children, brothers, sisters,
parents, grandchildren and grandparents, whether related by blood, marriage or
adoption (collectively, "Immediate Family Members"); to trusts solely for the
benefit of the Holder's Immediate Family Members; or to partnerships in which
the only partners are the Holder's Immediate Family Members or trusts solely for
the benefit of the Holder's Immediate Family Members or (c) to a charity
qualified under section 170(c) of the Code (any transferee described in clauses
(a) - (c) above is referred to herein as a "Transferee"). Awards shall not be
transferable by a Transferee other than, in the case of a Transferee who is an
individual, by will or under the laws of descent and distribution. In the
discretion of the Committee, any attempt to transfer an Award other than under
the terms of the Plan and the applicable Award Agreement may terminate the
Award.

        4.7 REQUIREMENTS OF LAW. The Company shall not be required to cause a
subsidiary to transfer any Shares under any Award if transferring those Shares
would constitute or result in a violation by the Holder or the Company of any
provision of any law, statute or regulation of any governmental authority.
Specifically, in connection with any applicable statute or regulation relating
to the registration of securities, the Company shall not be required to cause a
subsidiary to transfer any Shares unless the Committee has received evidence
satisfactory to it to the effect that the Holder of that Award will not transfer
the Shares except in accordance with applicable law, including receipt of an
opinion of counsel satisfactory to the Company to the effect that any proposed
transfer complies with applicable law. The determination by the Committee on
this matter shall be final, binding and conclusive. The Company may, but shall
in no event be obligated to, register any Shares covered by the Plan pursuant to
applicable securities laws of any country or any political subdivision. In the
event any Shares are not registered, the Company may imprint on the certificate
evidencing the Shares or Restricted Shares any legend that counsel for the
Company considers necessary or advisable to comply with applicable law or,
should the Shares or Restricted Shares be represented by book or electronic
entry rather than a certificate, the Company may take such steps to restrict
transfer of the Shares or Restricted Shares as counsel for the Company considers
necessary or advisable to comply with applicable law. The Company shall not be
obligated to take any other affirmative action to cause the transfer of Shares
pursuant to any Award to comply with any law or regulation of any governmental
authority.


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        4.8 CHANGES IN THE COMPANY'S CAPITAL STRUCTURE.

                 (a) If the Company shall effect a subdivision or consolidation
        of the Shares or other capital readjustment, a distribution of Shares
        having an effect similar to a stock dividend, or other increase or
        reduction of the number of Shares outstanding, or a conversion of the
        Company into another form of legal entity, without receiving
        consideration in the form of money, services or property (each, a
        "Capital Transaction"), then (i) the number, class or series of Shares
        subject to outstanding Awards under the Plan shall be appropriately
        adjusted so as to allow the Holders of such Awards to participate in the
        Capital Transaction in the same manner as the holders of unrestricted
        Shares of the same class participate and (ii) the number of Shares then
        reserved under the Plan shall be adjusted by substituting for the total
        number of Shares then reserved, that number and class or series of
        securities that would have been received by the owner of an equal number
        of outstanding shares of each class or series of securities as the
        result of the Capital Transaction.

                 (b) Subject to Section 4.9, in the event of changes in the
        outstanding Shares by reason of recapitalizations, reorganizations,
        mergers, amalgamations, consolidations, combinations, exchanges,
        conversions or other relevant changes in capitalization occurring after
        the date of the grant of any Award and not otherwise provided for by
        this Section 4.8 (each, a "Recapitalization Event"), any outstanding
        Awards and any Award Agreements evidencing such Awards shall be
        appropriately adjusted so as to allow the Holders of such Awards to
        participate in the Recapitalization Event in the same manner as the
        holders of unrestricted Shares of the same class participate.

                 (c) The issuance by the Company of equity interests of any
        class or series, or securities convertible into, or exchangeable for,
        equity interests of any class or series, for cash or property, or for
        labor or services either upon direct sale or upon the exercise of rights
        or warrants to subscribe for them, or upon conversion or exchange of
        equity interests or obligations of the Company convertible into, or
        exchangeable for, shares or other securities, shall not affect, and no
        adjustment by reason of such issuance shall be made with respect to, the
        number, class or series of Shares then subject to outstanding Awards.

        4.9 CHANGE IN CONTROL. In the event of the occurrence of a Change in
Control, a Holder of an outstanding Award shall have a fully nonforfeitable and
transferable interest in his Award and in the Shares acquired pursuant thereto
immediately upon the occurrence of the Change in Control unless otherwise
expressly provided in the Holder's Award Agreement. The provisions of this
Section 4.9 may not be deleted or amended to adversely affect an Award granted
under the Plan without the prior written consent of the Holder of the Award.

        4.10 FRACTIONAL SHARES. No fractional Shares shall be acquired pursuant
to the Plan. If the application of any provision of the Plan would yield a
fractional share, such fractional share shall be rounded down to the next whole
share if it is less than 0.5 and rounded up to the next whole share if it is 0.5
or more.

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                                   ARTICLE V

                                 ADMINISTRATION

        The Plan shall be administered by the Committee. All questions of
interpretation and application of the Plan and Awards shall be subject to the
determination of the Committee. A majority of the members of the Committee shall
constitute a quorum. All determinations of the Committee shall be made by a
majority of its members. Any decision or determination reduced to writing and
signed by all of the members shall be as effective as if it had been made by a
majority vote at a meeting properly called and held. In carrying out its
authority under the Plan, the Committee shall have full and final authority and
discretion, including but not limited to the following rights, powers and
authorities, to:

                 (a) determine the persons to whom and the time or times at
        which Awards will be made;

                 (b) determine whether Restricted Shares or RSUs will be granted
        pursuant to an Award;

                 (c) determine the number of Shares covered under each Award,
        subject to the terms of the Plan;

                 (d) determine the terms, provisions and conditions of each
        Award, which need not be identical and need not match the default terms
        set forth in the Plan;

                 (e) accelerate the time at which any outstanding lapse
        restrictions applicable to an Award will expire;

                 (f) prescribe, amend and rescind rules and regulations relating
        to administration of the Plan; and

                 (g) make all other determinations and take all other actions
        deemed necessary, appropriate or advisable for the proper administration
        of the Plan.

        The actions of the Committee in exercising all of the rights, powers,
and authorities set out in this Article and all other Articles of the Plan, when
performed in good faith and in its sole judgment, shall be final, conclusive and
binding on all parties.

                                   ARTICLE VI

                        AMENDMENT OR TERMINATION OF PLAN

        The Committee may amend, terminate or suspend the Plan at any time, in
its sole and absolute discretion subject to the rights of Holders of outstanding
Awards at the time of such amendment, termination or suspension and provided
that if approval of the Company's shareholders is required by applicable law or
regulation or the rules of any exchange on which


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Shares are listed for any amendment of the Plan, no such amendment shall be
effective unless and until such approval is obtained.

                                  ARTICLE VII

                                  MISCELLANEOUS

        7.1 NO ESTABLISHMENT OF A TRUST FUND. No property shall be set aside nor
shall a trust fund of any kind be established to secure the rights of any Holder
under the Plan. All Holders shall at all times rely solely upon the general
credit of the Company for the payment of any benefit which becomes payable under
the Plan.

        7.2 NO EMPLOYMENT OR AFFILIATION OBLIGATION. The granting of any Award
shall not constitute an employment contract, express or implied, nor impose upon
the Company or any of its Affiliates any obligation to employ or continue to
employ, or utilize the services of, any Holder. The right of the Company and its
Affiliates to terminate the employment or affiliation of any person shall not be
diminished or affected by reason of the fact that an Award has been granted to
him or her.

        7.3 TAX WITHHOLDING. Except with respect to each Holder who is a
Director that is not an Employee of the Company or its Affiliates, the Company
or its Affiliate as applicable shall be entitled to deduct from other
compensation payable to each Holder any sums required by federal, state or local
tax law to be withheld with respect to the lapse of restrictions on Restricted
Shares or RSUs. In the alternative, the Company may require the Holder of an
Award to pay such sums for taxes directly to the Company or its Affiliate as
applicable in cash or by check. The Committee may, in its discretion, permit a
Holder to satisfy any minimum tax withholding obligations arising upon the lapse
of restrictions applicable to Restricted Shares or RSUs by delivering to the
Holder of the Award a reduced number of Shares in the manner specified herein.
If permitted by the Committee and acceptable to the Holder, at the time of the
lapse of restrictions applicable to Restricted Shares or RSUs, the Company shall
(i) calculate the amount of the Company's or its Affiliate's minimum statutory
tax withholding obligation on the assumption that all such Restricted Shares or
RSUs are made available for delivery, (ii) reduce the number of such Shares made
available for delivery so that the Fair Market Value of the Shares withheld on
the date the restrictions expire approximates the minimum amount of tax the
Company or its Affiliate is obliged to withhold and (iii) in lieu of the
withheld Shares, remit cash to the United States Treasury and other applicable
governmental authorities, on behalf of the Holder, in the amount of the minimum
withholding tax due. The Company shall withhold only whole Shares to satisfy its
minimum withholding obligation. If the Fair Market Value of the withheld Shares
does not equal the Company's or its Affiliate's minimum withholding tax
obligation, the Holder of the Award must satisfy the remaining minimum
withholding obligation in some other manner permitted under this Section 7.3.
The withheld Shares not made available for delivery by the Company shall be
retained as treasury shares, and the Holder's right, title and interest in such
Shares shall terminate. The Company shall have no obligation upon lapse of
restrictions on Restricted Shares or RSUs until the Company or its Affiliate as
applicable has received payment sufficient to cover all minimum tax withholding
amounts due with respect to

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the lapse of restrictions. Neither the Company nor its Affiliate shall be
obligated to advise a Holder of the existence of the tax or the amount which it
will be required to withhold.

        7.4 WRITTEN AGREEMENT. Each Award shall be embodied in an Award
Agreement which shall be subject to the terms and conditions of the Plan and
shall be signed by the Holder and an executive officer of the Company, other
than the Holder, on behalf of the Company. The Award Agreement may contain any
other provisions that the Committee in its discretion shall deem advisable which
are not inconsistent with the terms of the Plan.

        7.5 INDEMNIFICATION OF THE COMMITTEE. The Company shall indemnify each
present and future member of the Committee against, and each member of the
Committee shall be entitled without further action on his or her part to
indemnity from the Company for, all expenses (including attorney's fees, the
amount of judgments and the amount of approved settlements made with a view to
the curtailment of costs of litigation, other than amounts paid to the Company
itself) reasonably incurred by such member in connection with or arising out of
any action, suit or proceeding in which such member may be involved by reason of
such member being or having been a member of the Committee, whether or not he or
she continues to be a member of the Committee at the time of incurring the
expenses, including, without limitation, matters as to which such member shall
be finally adjudged in any action, suit or proceeding to have been negligent in
the performance of such member's duty as a member of the Committee. However,
this indemnity shall not include any expenses incurred by any member of the
Committee in respect of matters as to which such member shall have been guilty
of gross negligence, willful misconduct, fraud or dishonesty in the performance
of his duty as a member of the Committee. In addition, no right of
indemnification under the Plan shall be available to or enforceable by any
member of the Committee unless, within 60 days after institution of any action,
suit or proceeding, such member shall have offered the Company, in writing, the
opportunity to handle and defend same at its own expense. This right of
indemnification shall inure to the benefit of the heirs, executors or
administrators of each member of the Committee and shall be in addition to all
other rights to which a member of the Committee may be entitled as a matter of
law, contract or otherwise.

        7.6 GENDER. If the context requires, words of one gender when used in
the Plan shall include the other and words used in the singular or plural shall
include the other.

        7.7 HEADINGS. Headings of Articles and Sections are included for
convenience of reference only and do not constitute part of the Plan and shall
not be used in construing the terms of the Plan.

        7.8 OTHER COMPENSATION PLANS. The adoption of the Plan shall not affect
any other option, incentive or other compensation or benefit plans in effect for
the Company or any of its Affiliates, nor shall the Plan preclude the Company
from establishing any other forms of incentive compensation arrangements for
Employees.

        7.9 OTHER AWARDS. The grant of an Award shall not confer upon the Holder
the right to receive any future or other Awards under the Plan, whether or not
Awards may be granted to

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<PAGE>




similarly situated Holders, or the right to receive future Awards upon the same
terms or conditions as previously granted.

        7.10 EXERCISE OF CORPORATE POWERS. The existence of outstanding Awards
shall not affect in any way the right or power of the Company or its
shareholders to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure or its
business, any merger, amalgamation or consolidation of the Company, any issue of
debt or equity securities, including, without limitation, preferred or prior
preference shares ahead of or affecting the Shares, the dissolution or
liquidation of the Company, any sale, lease, exchange or other disposition of
all or any part of its assets or business, or any other corporate act or
proceeding, whether of a similar character or otherwise.

        7.11 PERSONS RESIDING OUTSIDE OF THE UNITED STATES. Notwithstanding any
provision of the Plan to the contrary, in order to comply with the laws in other
countries in which the Company and its Affiliates operate or have Employees, the
Committee, in its sole discretion, shall have the power and authority to:

        (a) determine which Affiliates shall be covered by the Plan;

        (b) determine which persons employed outside the United States are
            eligible to participate in the Plan;

        (c) amend or vary the terms of the Plan and the terms and conditions of
            any Award granted to persons who reside outside the United States;
            and

        (d) take any action, before or after an Award is made, that it deems
            advisable to obtain or comply with any necessary local government
            regulatory exemptions or approvals.

        Notwithstanding the above, the Committee may not take any actions
hereunder, and no Awards shall be granted, that would violate the Exchange Act,
the Code, any securities law or governing statute or any other applicable law,
including, without limitation, the rules and regulations of any stock exchange
on which the Shares are then traded.

        7.12 GOVERNING LAW. The provisions of the Plan shall be construed,
administered and governed under the laws of the State of Texas without regard to
its principles of conflict of laws.




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</TEXT>
</DOCUMENT>
