VALERO ENERGY CORPORATION
                               1990
                      RESTRICTED STOCK PLAN
                               for
                      NON-EMPLOYEE DIRECTORS

            Amended and Restated as of August 22, 1996


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      1990 RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS

                        TABLE OF CONTENTS

                                                                      Page

1.   Purpose and Effective Date of Plan.................................1

2.   Certain Definitions................................................1

3.   Shares Subject to the Plan.........................................2

4.   Eligibility........................................................2

5.   Automatic Grants to Outside Directors..............................2

6.   Administration of the Plan.........................................4

7.   Restrictions Applicable to Restricted Shares.......................5

8.   Forfeiture; Completion of Restriction Period.......................8

9.   Adjustment in Event of Changes in Common Stock.....................9

10.  Non-alienation of Benefits.........................................9

11.  Appointment of Attorney-in-fact....................................9

12.  Withholding Taxes..................................................9

13.  Amendment and Termination of Plan.................................10

14.  Execution of Agreement............................................10

15.  Government and Other Regulations..................................10

16.  No Right to Renomination..........................................11

17.  Non-exclusivity of Plan...........................................11

18.  Governing Law.....................................................11

19.  Miscellaneous Provisions..........................................11


1.   PURPOSE AND EFFECTIVE DATE OF PLAN.

     The purpose of this Plan is to supplement the compensation paid to
Outside Directors, to increase their proprietary interest in the Company, to
attract and retain persons of outstanding caliber to serve as Directors of the
Company and to enhance their identification with the interests of the
Company's stockholders by grants of Common Stock.  The Plan was adopted and
shall be effective on November 14, 1990 (the "Effective Date"). Bonus Shares
awarded under the Plan shall be in addition to, and shall not replace, any
cash or other compensation arrangement available to Outside Directors.

2.   CERTAIN DEFINITIONS.

          (a)  "Annual Meeting" shall mean the annual meeting of stockholders
for election of directors of the Company.  In the event of any adjournment of
any such meeting, the date on which the inspectors appointed for such meeting
declare directors to have been elected shall be deemed the meeting date for
purposes of the Plan.

          (b)  "Board" shall mean the Board of Directors of the Company.

          (c)  "Common Stock" shall mean the Common Stock, par value $1.00 per
share, of the Company, including a Preference Share Purchase Right.

          (d)  "Company" shall mean Valero Energy Corporation, a Delaware
corporation.

          (e)  "Compensation Committee" shall mean the Compensation Committee
of the Board of Directors of the Company.

          (f)  "Employee Director" shall mean a member of the Board who is an
employee of the Company or any subsidiary of the Company.

          (g)  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.

          (h)  "Fair Market Value" shall mean the average of the highest and
lowest sales prices of the Company's Common Stock on a Grant Date (or if
Common Stock was not traded on such day, the first day following the Grant
Date on which Common Stock was traded) as reported in the Wall Street Journal
under the heading "New York Stock Exchange Composite Transactions" or any
successor heading.

          (i)  "Grant Date" shall mean the date on which Shares are awarded to
an Outside Director pursuant to Paragraph 5.

          (j)  "Mandatory Retirement Policy" shall mean the policy set forth
in Article II, Section 1, of the By-laws of the Company, or any successor
policy.

          (k)  "Outside Director" shall mean a member of the Board who is not
an employee of the Company or any subsidiary of the Company.

          (l)  "Plan" shall mean this Valero Energy Corporation 1990
Restricted Stock Plan for Non-Employee Directors.

          (m)  "Preference Share Purchase Rights" shall have the meaning
specified in Paragraph 7(f)(v).

          (n)  "Restriction Period" shall mean the period of time, as
specified in Paragraph 8, applicable to Restricted Shares granted under the
Plan.

          (o)  "Restricted Shares" or "Shares" shall mean shares of Common
Stock granted to an Outside Director pursuant to Paragraph 5.

          (p)  "Restricted Shares Agreement" shall mean the agreement
described in Paragraph 5.

          (q)  "Retained Distributions" shall mean distributions which are
retained by the Company pursuant to Paragraph 7(e)(ii).

          (r)  "Subsidiary of the Company" shall mean any corporation,
partnership or other entity in which the Company owns, directly or indirectly,
a controlling interest.

3.   SHARES SUBJECT TO THE PLAN.

     (a)  Subject to the provisions of Paragraphs 9 and 19(d) below, the
maximum aggregate number of shares of Common Stock that may be granted under
the Plan shall be 100,000  Shares; provided however, that any Shares granted
under the Plan which are forfeited pursuant to the terms of the Plan or
otherwise surrendered shall again become available for grant under the Plan. 
Shares withheld by the Company, or delivered to the Company, to pay taxes
pursuant to Paragraph 12 shall not be available for additional grants under
the Plan.

     (b)  The Shares may be, in whole or in part, authorized but unissued
shares of Common Stock or shares of Common Stock previously issued and
outstanding and reacquired by the Company.

     (c)  The Company shall not be required to issue fractional Shares, and in
lieu thereof any fractional Shares shall be rounded to the next higher number
of whole Shares.

     (d)  The Company shall have no obligation to register the Shares with the
Securities and Exchange Commission, either prior to or after being granted to
an Outside Director.

4.   ELIGIBILITY.

     The only persons eligible to participate in the Plan shall be Outside
Directors.  An Employee Director who retires from employment with the Company
or any Subsidiary of the Company shall be (without further action by the
Committee) eligible to participate in the Plan and shall be entitled to
receive a grant of Restricted Stock immediately upon the commencement of his
or her service as an Outside Director.

5.   AUTOMATIC GRANTS TO OUTSIDE DIRECTORS.

     (a)  Each person who is an Outside Director at the Effective Date shall
be automatically granted that number of Restricted Shares which is determined
by dividing $31,000 by the Fair Market Value of a share of the Common Stock on
the Effective Date; provided however, that any Outside Director whose current
term of office shall be scheduled to end prior to the third Annual Meeting
following the Effective Date and who will not be eligible at the end of his
current term to stand for reelection to an additional term as a Director of
the Company due to the Mandatory Retirement Policy, or who has advised the
Board that he does not intend to seek reelection as a Director at the end of
his current term, shall in lieu of such amount be automatically granted the
number of Restricted Shares determined by dividing the appropriate sum set
forth below by the Fair Market Value of a share of the Common Stock on the
Effective Date:

Years Remaining                              Value of
to End of Term                               Restricted Shares Granted

less than 1 year                             -0-

at least 1 year but less than 2 years        $8,000

at least 2 years but less than 3 years       $16,000

          For purposes of applying the foregoing provision, the term of each
Class I Director shall be deemed to end April 30, 1993, the term of each Class
II Director and of each Director who is without classification shall be deemed
to end April 30, 1991 and the term of each Class III Director shall be deemed
to end April 30, 1992.

     (b)  Each person who is first elected or appointed an Outside Director
after the Effective Date (or who is eligible for an additional grant of
Restricted Shares pursuant to Paragraph 5(c) below) shall be automatically
granted on the date so elected or appointed the number of Restricted Shares
determined by dividing the sum of $45,000 by the Fair Market Value of a share
of the Common Stock on such Grant Date; provided however, that if any such
Outside Director would not be eligible for reelection to an additional term as
a Director of the Company at the end of his term due to the Mandatory
Retirement Policy (or shall have advised the Board that he does not intend to
seek reelection at the end of such term), such Outside Director shall, in lieu
of such amount, be automatically granted the number of Restricted Shares
determined by dividing the sum set forth below by the Fair Market Value of a
share of the Common Stock on such Grant Date:

Number of Annual Meetings Scheduled
to Occur Prior to the Annual Meeting
at Which Such Outside Director's            Value of
Term of Office Ends                         Restricted Shares Granted

None                                        $15,000

One                                         $30,000

Two                                         $45,000

          For purposes of applying the foregoing provision, the Annual Meeting
at which a Director is elected or appointed shall be excluded in determining
the appropriate number of Annual Meetings.

     (c)  Each Outside Director who has previously received a grant of
Restricted Shares under the Plan and who is reelected for an additional term
as an Outside Director at, or whose term of office otherwise continues
following the date of, any Annual Meeting on which all such Restricted Shares
have become fully vested pursuant to Paragraph 7 shall thereupon receive an
additional automatic grant of Restricted Shares in accordance with Paragraph
5(b); provided however, that if the Restriction Period with respect to such
Restricted Shares has ended due solely to a Change of Control of the Company,
such Outside Director shall not be eligible to receive an additional grant of
Restricted Shares until the date of the Annual Meeting upon which, had such
Change of Control not occurred, such Outside Director would otherwise have
become eligible to receive such an additional grant.

     (d)  The value of any Restricted Shares granted pursuant to Paragraphs
5(b) or 5(c) above shall be adjusted for grants made in calendar years
subsequent to 1991 as follows:  the dollar amount of each grant during any
calendar year after 1991 will be adjusted using the prior year's applicable
grant amount (e.g., either $15,000, $30,000 or $45,000 for 1991) as a base
amount and adjusting such preceding year's applicable base amount for
projected inflation by multiplying such base amount by a fraction in which the
numerator is the annual average Consumer Price Index-U ("CPI-U") in the Survey
of Current Business published by the United States Department of Commerce,
Bureau of Economic Analysis, for such preceding year and the denominator is
the CPI-U for the second immediately preceding year.  In the event that CPI-U
is not available at the date a grant is required to be made pursuant to the
foregoing provisions, such grant shall be made as soon as such information is
available, but the dates of which such Restricted Stock shall vest pursuant to
Paragraph 8 shall be determined as if such grant were made on the date
otherwise required hereunder.

     (e)  The Corporate Secretary of the Company shall promptly cause the
Company to enter into an agreement ("Restricted Share Agreement") with each
Outside Director granted Restricted Shares pursuant to this Paragraph 5, and
shall cause the Company to issue such Restricted Shares, all without further
action by the Company, the Board, the Compensation Committee or the Special
Committee.  Each Outside Director receiving an automatic grant of Restricted
Shares pursuant to this Paragraph 5 is referred to herein as a "Participant." 
The execution and delivery of a Restricted Shares Agreement shall be a
condition precedent to the issuance of Restricted Shares to a Participant.

6.   ADMINISTRATION OF THE PLAN.

     (a)  Except as otherwise set forth herein, the Plan shall be administered
by the Compensation Committee, as appointed and constituted from time to time
by the Board so long as the Compensation Committee is composed solely of two
or more  Non-Employee Directors" (as defined in Rule 16b-3 under the Exchange
Act).  In the event the Compensation Committee shall fail to meet the
foregoing criteria, then additional or different persons shall be appointed by
the Board of Directors for purposes of administering this Plan so that the
committee administering this Plan shall be composed solely of two or more
Non-Employee Directors.

     (b)  In connection with its administration of this Plan, the Compensation
Committee is empowered to:

          (i)  Make rules and regulations for the administration of the Plan
that are not inconsistent with the terms and provisions of this Plan;

          (ii) Construe all terms, provisions, conditions and limitations of
the Plan in good faith, and adopt amendments to the Plan;

          (iii)     Make equitable adjustments for any mistakes or errors in
the administration of this Plan or deemed to be necessary as the result of any
unusual situation or any ambiguity in the Plan;

          (iv) Select, employ and compensate, from time to time, consultants,
accountants, attorneys and other agents and employees as the Compensation
Committee may deem necessary or advisable for the proper and efficient
administration of this Plan.

     (c)  The foregoing list of express powers granted to the Compensation
Committee upon the adoption of this Plan is not necessarily intended to be
either complete or exclusive, and the Compensation Committee shall, in
addition to the specific powers granted by this Plan, have such powers not
inconsistent with the Plan or Rule 16b-3, whether or not expressly authorized
herein, which it may deem necessary, desirable, advisable, proper, convenient
or appropriate for the supervision and administration of this Plan.  Except as
otherwise specifically provided herein, the decisions and judgment of the
Compensation Committee on any question or claim arising hereunder shall be
final, binding and conclusive upon the Participants and all persons claiming
by, through or under a Participant.

     (d)  Notwithstanding the foregoing, the Compensation Committee shall have
no authority to exercise discretion with respect to the selection of any
Outside Director as a Participant in the Plan, the determination of the number
of Restricted Shares that are allocated to any such Outside Director or the
terms or conditions of any such allocation, and shall have no authority to
amend any provision of the Plan relating to eligibility for participation in
the Plan, the amount or timing of grants under the Plan or the imposition or
removal of restrictions on the vesting of Restricted Shares.

     (e)  Distributions of Shares may, as the Compensation Committee shall in
its sole discretion determine, be made from authorized but unissued shares or
from treasury or reacquired shares.  

7.   RESTRICTIONS APPLICABLE TO RESTRICTED SHARES.

     (a)  All Restricted Shares granted pursuant to Paragraph 5 of the Plan
shall be subject to the risk of forfeiture and the certificates representing
such Restricted Shares shall contain the restrictive legend set forth in
Paragraph 7(c) below during the applicable Restriction Period.  The
Restriction Period for each grant of Restricted Shares shall commence as of
the Grant Date.

     (b)  The Restriction Period for any Restricted Shares previously issued
to an Outside Director shall end and the Restricted Shares and any related
Retained Distributions shall become nonforfeitable on the earlier of any of
the following events:

          (i)  The date an Outside Director ceases to be a Director of the
Company by reason of the Mandatory Retirement Policy;

          (ii) The date an Outside Director completes his tenure as a Director
of the Company as provided in the By-laws of the Company and declines to stand
for reelection;

          (iii)     The date an Outside Director, having been nominated for
and agreed to stand for reelection, is not reelected by the stockholders of
the Company to serve as a member of the Board; 

          (iv) The date of the death of an Outside Director;

          (v)  The date an Outside Director certifies in writing to the
Company that he is resigning as a member of the Board due to medical or health
reasons which render such Outside Director unable to continue to serve as a
member of the Board;

          (vi) Subject to the provisions of and definitions contained in
Paragraph 7(f), the occurrence of a Change of Control of the Company; or

          (vii)     The date specified in Paragraph 7(g).

     (c)  Restricted Shares, when issued, will be represented by a stock
certificate or certificates registered in the name of the Outside Director to
whom such Restricted Shares shall have been granted.  Each such certificate
and any securities constituting Retained Distributions shall bear a legend in
substantially the following form:

          "The shares represented by this certificate are subject
          to the terms and conditions (including forfeiture and
          restrictions against transfer) contained in the Valero Energy
          Corporation 1990 Restricted Stock Plan for Non-Employee Directors.
          A copy of such Plan is on file in the Office of the Corporate
          Secretary of Valero Energy Corporation."

     (d)  Each certificate shall be deposited by the Outside Director with the
Treasurer, Corporate Secretary, Stock Plan Administrator or Transfer Agent of
the Company, together with stock powers or other instruments of assignment,
each endorsed in blank, which will permit transfer to the Company of all or
any portion of the Restricted Shares and any securities constituting Retained
Distributions that shall be forfeited or that shall not become nonforfeitable
in accordance with the Plan.

     (e)  Restricted Shares shall constitute issued and outstanding shares of
Common Stock for all corporate purposes.  The Outside Director will have the
right to vote such Restricted Shares, to receive and retain all regular cash
dividends paid on such Restricted Shares and to exercise all other rights,
power and privileges of a holder of Common Stock with respect to such
Restricted Shares, with the exception that:

          (i)  the Outside Director will not be entitled to delivery of the
stock certificate or certificates representing such Restricted Shares until
the Restriction Period applicable to such shares or a portion thereof shall
have expired and unless all other vesting requirements with respect thereto
shall have been fulfilled;

          (ii) other than cash dividends and rights to purchase stock which
might be distributed to shareholders of the Company, the Company will retain
custody of all distributions ("Retained Distributions") made or declared with
respect to Restricted Shares (and such Retained Distributions will be subject
to the same restrictions, terms and conditions as are applicable to the
Restricted Shares with respect to which they were made, paid or declared)
until such time, if ever, as the Restriction Period applicable to the
Restricted Shares with respect to which such Retained Distributions shall have
been made, paid or declared shall have expired, and such Retained
Distributions shall not bear interest or be segregated in separate accounts;

          (iii)     upon the breach of any restrictions, terms or conditions
provided in the Plan with respect to any Restricted Shares or Retained
Distributions, such Restricted Shares and any related Retained Distributions
shall thereupon be automatically forfeited.

     (f)  A "Change of Control" as used herein, shall mean each occurrence of
any one or more of the following events:

          (i) any person (excluding any employee benefit plan of the Company
or of a Subsidiary of the Company, any trustee, administrator or other entity
administering any such plan, and the Company or any Subsidiary of the Company)
or any partnership, entity, syndicate or other group (a "Group") formed for
the purpose of acquiring, holding or disposing of Voting Securities of the
Company within the meaning of Rule 13(d) under the Exchange Act which
theretofore beneficially owns less than 20% of the Voting Securities of the
Company then issued and outstanding shall publicly announce, or shall file
with the Securities and Exchange Commission a Schedule 13D pursuant to Section
13(d) of the Exchange Act (or successor form pursuant to such or any successor
provision) indicating, that it has acquired (whether in one or more
transactions) Voting Securities of the Company that result in such person or
Group directly or indirectly beneficially owning 20% or more of the Voting
Securities of the Company;

          (ii) any person (other than the Company, any Subsidiary of the
Company, any employee benefit plan of the Company or a of Subsidiary of the
Company and any trustee, administrator or other entity administering any such
plan) or Group shall commence a tender offer or exchange offer for 30% or more
of the Voting Securities of the Company, or for any number or amount of Voting
Securities of the Company which, if such offer were to be fully subscribed and
all Voting Securities of the Company for which such tender or exchange offer
is made were to be purchased or exchanged pursuant to such offer, would result
in such person or Group directly or indirectly beneficially owning 50% or more
of the Voting Securities of the Company;

          (iii)     during any period of 24 consecutive months, there shall be
a change in the composition of the Board of Directors of the Company such that
the persons who at the beginning of any such period constituted a majority of
the Directors of the Company shall cease to constitute a majority of the Board
of Directors of the Company, unless the election, or the nomination for
election, by the shareholders of the Company, or the appointment by the Board
of Directors, of each new Director during such 24 month period was approved by
the vote at a meeting or the written consent of at least two-thirds of the
Directors then still in office who were Directors at the beginning of such
period;

          (iv) the shareholders of the Company shall approve an agreement
providing either for any merger, consolidation, combination or other
transaction in which the Company will cease to be an independent publicly
owned corporation, or for the liquidation or the sale of all or substantially
all of the assets of the Company; or

          (v)  the occurrence of the "Distribution Date" with respect to the
Company's Preference Share Purchase Rights (the "Preference Share Purchase
Rights"), as such term is defined in that certain Rights Agreement, dated as
of October 26, 1995, as amended, by and between the Company and Harris Trust &
Savings Bank, as Rights Agent.

     As used in this Paragraph 7(f), the term "Voting Securities" shall mean
the Common Stock, any other equity security of the Company ordinarily entitled
to vote for Directors at meetings of the stockholders of the Company and any
debt or equity security of the Company convertible into Common Stock or
another security so entitled to vote for the election of Directors of the
Company.  In calculating the percentage of Voting Securities owned by a person
or Group, securities that are immediately convertible, or by their terms, upon
the occurrence of any event or the lapse of time, or both, will become
convertible into or exchangeable or exercisable for shares of Common Stock (or
other Voting Securities) of the Company shall be deemed to represent the
number of whole shares of Common Stock (or other Voting Securities) of the
Company into which such securities are then or will become ultimately
convertible or for which they are then or will become ultimately exchangeable
or exercisable, and the total number of issued and outstanding shares of
Common Stock (or other Voting Securities) of the Company shall be determined
on a pro forma basis after giving effect to such conversion.  The percentage
of Voting Securities held by a person or Group shall be deemed to be equal to
the percentage of the number of the votes that could be cast for the election
of Directors of the Company at a meeting of stockholders that such person or
Group would be entitled to so cast after giving effect to the provisions of
the preceding sentence.  As used in this Paragraph 7(f), the term "person"
shall include any individual, corporation, partnership, firm or other entity.

     (g)  Except as otherwise provided herein, the Restriction Period shall
terminate as follows:

          (i)  In the case of each Outside Director receiving a grant of
Restricted Shares pursuant to Paragraph 5(a), the Restriction Period shall
terminate on (A) August 31, 1991, with respect to Shares having a Fair Market
Value on the Grant Date of $8,000, (B) the date of the 1992 Annual Meeting
with respect to Shares having a Fair Market Value on the Grant Date of $8,000,
and (C) the date of the 1993 Annual Meeting with respect to Shares having a
Fair Market Value on the Grant Date of $15,000;

          (ii) In the case of each Outside Director receiving a grant of
Restricted Shares pursuant to Paragraph 5(b) or 5(c), the Restriction Period
shall terminate on the date of each Annual Meeting to occur following the
Grant Date with respect to Shares having a Fair Market Value on the Grant Date
of $15,000 (such amount to be subject to adjustment in the same manner as set
forth in Paragraph 5(d)).

8.   FORFEITURE; COMPLETION OF RESTRICTION PERIOD.

     (a)  If an Outside Director ceases to be a member of the Board for any
reason other than as set forth in Paragraph 7(b), then all Restricted Shares
and all Retained Distributions with respect thereto issued to such Outside
Director and to which the Restriction Period still applies shall be forfeited
to the Company and the Outside Director shall not have any rights (including
dividend and voting rights) with respect to such forfeited Restricted Shares
and Retained Distributions.

     (b)  Upon the completion of the Restriction Period with respect to all or
any portion of an Outside Director's Restricted Shares, and the satisfaction
of any other applicable restrictions, terms and conditions, such Restricted
Shares and any Retained Distributions with respect to such Restricted Shares
shall become nonforfeitable.  The Company shall promptly thereafter issue and
deliver to the Outside Director new stock certificates or instruments
representing such Restricted Shares and Retained Distributions registered in
the name of the Outside Director or, if deceased, his or her legatee, personal
representative or distributee, which do not contain the legend set forth in
Paragraph 7(c); provided, however, (i) such new stock certificates may be
required to bear a restrictive legend, indicating that such shares have not
been registered under the Securities Act of 1933, if determined to be
appropriate by counsel for the Company, and (ii) the Company may require, as a
condition precedent to the issuance of any such certificates, that the Outside
Director, or other person receiving such certificates, execute and deliver to
the Company a letter, in a form satisfactory to counsel for the Company, to
the general effect that such shares are being acquired by such person for
investment only and not with a view to distribution.

9.   ADJUSTMENT IN EVENT OF CHANGES IN COMMON STOCK.

     In the event of a recapitalization, stock split, stock dividend,
combination or exchange of shares, merger, consolidation, liquidation or other
similar event, the aggregate number and class of Restricted Shares and other
securities or property available for grant under the Plan shall be
automatically adjusted so that the total number of shares of Common Stock or
other securities or property issuable under the Plan immediately following
such event shall be the number of shares of Common Stock and other securities
or property which, had all remaining shares of Common Stock available under
the Plan been granted to a single holder immediately prior to such event,
would be held or received by such holder immediately following such event.

10.  NON-ALIENATION OF BENEFITS.

     No Shares, Retained Distributions, or other rights or benefits under the
Plan or any Restricted Shares Agreement shall be subject, prior to the end of
any applicable Restriction Period or other restrictive period, to
anticipation, alienation, sale, assignment, hypothecation, pledge, exchange,
transfer, encumbrance or charge (other than by will or the laws of descent and
distribution), and any such attempt to anticipate, alienate, sell, assign,
hypothecate, pledge, exchange, transfer, encumber or charge the same shall be
void.  No Shares, Retained Distributions, or other rights or benefits under
the Plan shall in any manner be liable for or subject to the debts, contracts,
liabilities or torts of the person entitled to such right or benefit.  If any
Outside Director or other person claiming by, through or under an Outside
Director hereunder should attempt to anticipate, alienate, sell, assign,
hypothecate, pledge, exchange, transfer, encumber or charge any Shares,
Retained Distributions, or any right or benefit hereunder, prior to the end of
any applicable Restriction Period or other restrictive period, then such
Restricted Shares and related Retained Distributions shall be automatically
forfeited and such rights or benefits shall cease and terminate.

11.  APPOINTMENT OF ATTORNEY-IN-FACT.

     Upon the issuance of any Restricted Shares and the delivery by an Outside
Director of the stock power referred to in Paragraph 7(d) hereof, such Outside
Director shall be deemed to have appointed the Company, acting through its
Corporate Secretary, its successors and assigns, the attorney-in-fact of the
Outside Director, with full power of substitution, for the purpose of carrying
out the provisions of this Plan and taking any action and executing any
instruments which such attorney-in-fact may deem necessary or advisable to
accomplish the purposes hereof, which appointment as attorney-in-fact shall be
irrevocable and coupled with an interest.  The Company as attorney-in-fact for
the Outside Director may, in the name and stead of the Outside Director, make
and execute all conveyances, assignments and transfers of the Restricted
Shares and Retained Distributions deposited with the Company pursuant to the
Plan and the Outside Director hereby ratifies and confirms all that the
Company, as said attorney-in-fact, shall do by virtue thereof.  Nevertheless,
the Outside Director shall, if so requested by the Company, execute and
deliver to the Company all such instruments as may, in the judgement of the
Company, be advisable for the purpose.

12.  WITHHOLDING TAXES.

     (a)  At the time any Restricted Shares become nonforfeitable under the
Plan (or, if at the time of receipt the recipient shall not be subject to
taxation with respect to such Shares, at such later date as such recipient
becomes subject to taxation with respect to such Shares; whichever such date
is applicable being referred to herein as the "tax date"), the recipient shall
make a cash payment to the Company equal to the amount required by applicable
provisions of law to be withheld by the Company in connection with federal
income tax, F.I.C.A. and all other federal, state and local taxes in respect
of such Shares (or such greater amount as the recipient shall elect to have
withheld in respect of such taxes; whichever such amount is applicable being
referred to herein as the "tax amount"); provided, that subject to the prior
approval of the Committee, the recipient may elect that all or any portion of
the tax amount be collected by withholding from the number of Shares otherwise
to be delivered to the recipient that number of Shares having a Fair Market
Value on the tax date equal to all or any portion of the amount otherwise to
be collected subject to any limitations prescribed by applicable law, in all
cases, only that number of whole Shares the Fair Market Value of which does
not exceed the tax amount shall be withheld or delivered and the recipient
shall make a cash payment to the Company equal to any excess amount to be
withheld or collected.  In lieu of the foregoing withholding procedure, a
recipient, subject to the prior approval of the Committee, may satisfy the tax
withholding or collection requirement by delivering to the Company on the tax
date certificates for other shares of Common Stock already owned by the
recipient, endorsed in blank with appropriate signature guarantee, having a
Fair Market Value on the tax date equal to the tax amount.  Any and all taxes
payable with respect to income of a Participant or other recipient resulting
from the grant or issuance of any Shares hereunder shall be the sole
responsibility of the Participant or other recipient, not of the Company,
whether or not the Company shall have withheld or collected from the
Participant any sums required to be so withheld or collected in respect of
such income, and whether or not any sums so withheld or collected shall be
sufficient to provide for any such taxes.  The determination of any tax
resulting from the award or vesting of Shares or from cash or other
distributions with respect to Shares or Retained Distributions shall be the
sole responsibility of the Participant.

     (b)   To the extent permitted under the Internal Revenue Code of 1986, as
amended, an Outside Director granted Restricted Shares may elect (which, apart
from any other notice required by law, shall require that the Outside Director
notify the Company of such election at the time it is made) within 30 days
after the Grant Date to include in gross income for Federal income tax
purposes an amount equal to the Fair Market Value of such Shares at the Grant
Date. 

13.  AMENDMENT AND TERMINATION OF PLAN.

     Subject to the provisions of Paragraph 6(d), the Compensation Committee
may at any time terminate, modify or amend the Plan as it shall deem
advisable.  Notwithstanding the foregoing, shareholder approval shall be
obtained for any action with respect to the Plan to the extent required by
applicable state or federal rules, regulations or laws.  No termination or
amendment of the Plan shall adversely affect the rights of any Outside
Director under any grant previously made.

14.  EXECUTION OF AGREEMENT.

     Each grant hereunder shall be contingent upon the execution by the
Outside Director of a Restricted Shares Agreement pursuant to which such
Outside Director shall agree in writing to the terms and conditions set forth
in this Plan or by counsel to the Company in order to comply with the federal
or state securities laws or other legal requirements.

15.  GOVERNMENT AND OTHER REGULATIONS.

     Notwithstanding any other provisions of the Plan, the obligations of the
Company with respect to Restricted Shares or Retained Distributions shall be
subject to all applicable laws, rules and regulations, and such approvals by
any governmental agencies as may be required or deemed appropriate by the
Company.  The Company reserves the right to delay or restrict, in whole or in
part, the issuance or delivery of Common Stock pursuant to any grants of
Restricted Shares or Retained Distributions under the Plan until such time as:

          (a)  any legal requirements or regulations shall have been met
relating to the issuance of such Restricted Shares or Retained Distributions
or to their registration, qualification or exemption from registration or
qualification under the Securities Act of 1933 or any applicable state
securities law; and,

          (b)  satisfactory assurances shall have been received that such
Restricted Shares, when delivered, will be duly listed on the New York Stock
Exchange.

16.  NO RIGHT TO RENOMINATION.

     Nothing in the Plan or in any grant shall confer upon any Director the
right be nominated for reelection to the Board.

17.  NON-EXCLUSIVITY OF PLAN.

     Neither the adoption of the Plan by the Compensation Committee nor the
submission of the Plan to the stockholders of the Company for approval shall
be construed as creating any limitations on the power of the Compensation
Committee or the Board to adopt such other incentive arrangements as it may
deem desirable, including, without limitation, the awarding of Common Stock
otherwise than under the Plan, and such arrangements as may be either
generally acceptable or applicable in specific cases.

18.  GOVERNING LAW.

     The Plan shall be governed by, and construed in accordance with, the laws
of the State of Texas.

19.  MISCELLANEOUS PROVISIONS.

     (a)  Except as to automatic grants to Outside Directors pursuant to
Paragraph 5 hereof, no employee or other person shall have any claim or right
to be granted Shares under this Plan. 

     (b)  The expenses of the Plan shall be born by the Company.

     (c)  By accepting any grant under the Plan, each Outside Director and
each personal representative or beneficiary and each other person claiming by,
through or under such Outside Director shall be conclusively deemed to have
indicated his acceptance and ratification of, and consent to, any action taken
under the Plan by the Company, the Board or the Compensation Committee.

     (d)  Notwithstanding anything to the contrary contained in this Plan or
any agreement entered into hereunder, any Restricted Shares Agreement or other
agreement entered into under this Plan and any Restricted Shares grant made
under this Plan shall be conditional and shall be entered into or granted, as
the case may be, subject to the approval of this Plan by the affirmative vote
of the holders of a majority of the Voting Securities of the Company present
or represented and entitled to vote at the first Annual Meeting held following
the Effective Date.  No such agreement entered into under this Plan or any
Restricted Shares grant made under this Plan shall create any obligation in
the Company prior to such approval.  In the event that the stockholders of the
Company do not so approve this Plan, any and all such agreements theretofore
entered into shall thereupon terminate and shall be void and of no force or
effect, no Restricted Shares shall be required to be issued thereunder and any
Restricted Shares theretofore issued shall be immediately surrendered by each
Participant or other holder thereof to the Company for cancellation.

     (e)  Each grant of Restricted Shares to any person serving at the Grant
Date as a Director shall be in consideration of past services of the
Participant.  Each grant of Restricted Shares to a person who was not serving
as a Director prior to the Grant Date shall be in consideration of such
person's agreement to stand for election as or be considered for appointment
as a director and to serve as such if so elected or appointed.  Each such
grant shall be deemed to constitute a conclusive finding by the Board that
such services or agreement, as applicable, have a value equal to or in excess
of the value of such Restricted Shares, and constitute payment in full
therefor.  All authorized and unissued shares issued as Restricted Shares in
accordance with the Plan shall be fully paid and nonassessable shares and free
from preemptive rights.  No Restricted Shares shall be issued for
consideration having a value less than the par value of the Common Stock.