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                                                                    EXHIBIT 4.6

                IMPERIAL SUGAR COMPANY LONG TERM INCENTIVE PLAN

             (As Amended and Restated, Effective January 10, 2003)

                                  ARTICLE ONE

                         SCOPE AND PURPOSE OF THE PLAN

   1.1  Plan.  This Imperial Sugar Company Long Term Incentive Plan ("Plan")
was adopted by the Imperial Sugar Company (the "Company") in accordance with
and subject to the terms and conditions of the Company's Second Amended and
Restated Joint Plan of Reorganization (the "Plan of Reorganization") in Case
No. 01-00140-01-00176 before the United States Bankruptcy Court for the
District of Delaware the to reward certain key employees, who provide services
to or for the Company or its Subsidiaries and Nonemployee Directors of the
Company. Thereafter, on January 10, 2003, the Executive Compensation Committee
of the Board of Directors of the Company approved a proposed amendment of the
Plan to increase the number of shares of Common Stock of the Company available
for issuance to certain key employees and Nonemployee Directors under the Plan
by 450,000 shares, subject to shareholder approval. The Company's shareholders
approved such increase in the aggregate number of shares of Common Stock of the
Company available for issuance under the Incentive Plan at the Company's Annual
Meeting of Shareholders held on February 28, 2003.

   1.2  Objectives.  This Plan is designed to attract and retain key employees
and Nonemployee Directors of the Company or any Subsidiaries which may later be
created or acquired and is maintained in order to encourage a sense of
proprietorship and to stimulate the active interest of such persons in the
development and financial success of the Company and such Subsidiaries. These
objectives are to be accomplished by making Awards under this Plan.

                                  ARTICLE TWO

                              GENERAL DEFINITIONS

   2.1  General Definitions.  As used herein, the terms set forth below shall
have the following respective meanings:

      (a)  "Authorized Officer" means the Chairman of the Board or the Chief
   Executive Officer of the Company (or any other senior officer of the Company
   to whom either the Chairman or the Chief Executive Officer shall delegate
   the authority to execute any Award Agreement).

      (b)  "Award" means an Employee Award or a Nonemployee Director Award.

      (c)  "Award Agreement" means an Employee Award Agreement or a Nonemployee
   Director Award Agreement.

      (d)  "Board" means the Board of Directors of the Company.

      (e)  "Cash Award" means an Award denominated in cash.

      (f)  "Change of Control" means the occurrence of one or more of the
   following events:

          (i)  The occurrence of an event or series of events that would be
       required to be reported in a response to Item 6(e) of Schedule 14A of
       Regulation 14A promulgated under the Exchange Act, or any successor
       regulation of similar import;

          (ii)  After the date the Board adopts this Plan, a change in
       ownership of the Company through a transaction or series of
       transactions, such that any Person (as described in Sections 13(d) and
       14(d) of the Exchange Act) is or becomes the Beneficial Owner (as
       described in Rule 13d-3 under the Exchange Act), directly or indirectly,
       of securities of the Company representing 50% or more of the combined
       voting power of the Company's then outstanding securities;

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          (iii)  A change in identity of a majority of the members of the Board
       within any twelve month period, excluding any changes in member identity
       approved by a majority of the Board at the time of such change;

          (iv)  A transfer, sale or disposition of 50% or more of the Company's
       assets through a transaction or series of transactions during any 12
       month period; or

          (v)  The execution or approval by the Board (or by the Shareholders
       of if Shareholder approval is required by applicable law or under the
       terms of any relevant agreement) of any agreement, the consummation of
       which would result in one of the foregoing.

      (g)  "Code" means the Internal Revenue Code of 1986, as amended from time
   to time.

      (h)  "Committee" means the Compensation Committee of the Board or a
   committee designated by the Board to administer the Plan.

      (i)  "Common Stock" means the Common Stock of the Company.

      (j)  "Company" means the Imperial Sugar Company, a Texas corporation.

      (k)  "Nonemployee Director" means an individual serving as a member of
   the Board who is not an Employee of the Company or any of its Subsidiaries.

      (l)  "Disability" means permanent and total disability as defined in Code
   section 22(e)(3).

      (m)  "Dividend Equivalents" means, with respect to shares of Restricted
   Stock that are to be issued at the end of the Restriction Period (including
   conditional stock), an amount equal to all dividends and other distributions
   (or the economic equivalent thereof) that are payable to stockholders of
   record during the Restriction Period on a like number of shares of Common
   Stock.

      (n)  "Effective Date" means August 29, 2001.

      (o)  "Employee" means an employee of the Company or a Subsidiary (if any).

      (p)  "Employee Award" means the grant of any Option, SAR, Stock Award,
   Cash Award or Performance Award, whether granted singly, in combination or
   in tandem, to an Employee (or an individual expected to become an Employee
   within six months of the date of the Award) pursuant to such applicable
   terms, conditions and limitations as the Committee may establish in order to
   fulfill the objectives of the Plan.

      (q)  "Employee Award Agreement" means a written agreement between the
   Company and an Employee setting forth the terms, conditions and limitations
   applicable to an Employee Award.

      (r)  "Exchange Act" means the Securities and Exchange Act of 1934, as
   amended.

      (s)  "Fair Market Value" of a share of Common Stock means, as of a
   particular date, (i) if shares of Common Stock are listed on a national
   securities exchange, the mean between the highest and lowest sales price per
   share of Common Stock reported on the consolidated transaction reporting
   system for the principal national securities exchange on which shares of
   Common Stock are listed on that date, or, if there shall have been no such
   sale so reported on that date, on the last preceding date on which such a
   sale was so reported or, at the discretion of the Committee, the price
   prevailing on the exchange at the time of exercise, (ii) if shares of Common
   Stock are not so listed but are quoted on the Nasdaq National Market, the
   mean between the highest and lowest sales price per share of Common Stock
   reported by the Nasdaq National Market on that date, or, if there shall have
   been no such sale so reported on that date, on the last preceding date on
   which such a sale was so reported or, at the discretion of the Committee,
   the price prevailing on the exchange at the time of exercise, (iii) if the
   Common Stock is not so listed or quoted, the mean between the closing bid
   and asked price on that date, or, if there are no quotations available for
   such date, on the last preceding date on which such quotations are
   available, as reported by the Nasdaq Stock Market, or, if not reported by
   the Nasdaq Stock Market, by the National Quotation Bureau Incorporated or,
   at the discretion of

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   the Committee, the price prevailing on the exchange at the time of exercise
   or (iv) if shares of Common Stock are not publicly traded, the most recent
   value determined by an independent appraiser appointed by the Company for
   such purpose.

      (t)  "Incentive Option" means an Option that is intended to comply with
   the requirements set forth in Section 422 of the Code.

      (u)  "Nonemployee Director" means an individual serving as a member of
   the Board who is not an Employee of the Company or any of its Subsidiaries.

      (v)  "Nonemployee Director Award" means any Stock Award or Performance
   Award granted, whether singly, in combination, or in tandem, to a
   Participant who is a Nonemployee Director pursuant to such applicable terms,
   conditions and limitations (including treatment as a Performance Award) as a
   Board may establish in order to fulfill the objectives of the Plan.

      (w)  "Nonemployee Director Award Agreement" means a written agreement
   between the Company and a Nonemployee Director setting forth the terms,
   conditions and limitations to a Nonemployee Director Award, to the extent
   the Board determines such an agreement is necessary.

      (x)  "Nonqualified Stock Option" means an Option that is not an Incentive
   Option.

      (y)  "Option" means a right to purchase a specified number of shares of
   Common Stock at a specified price, which may be an Incentive Option or a
   Nonqualified Stock Option.

      (z)  "Participant" means an Employee or Nonemployee Director to whom an
   Award has been made under this Plan.

      (aa)  "Performance Award" means an Award made to an Employee or a
   Nonemployee Director pursuant to this Plan that is subject to the attainment
   of one or more Performance Goals.

      (bb)  "Performance Goal" means a standard established by the Committee to
   determine in whole or in part whether a Performance Award shall be earned.

      (cc)  "Plan" means Imperial Sugar Company Long Term Incentive Plan, as
   amended from time to time.

      (dd)  "Restricted Stock" means any Common Stock that is restricted or
   subject to forfeiture provisions.

      (ee)  "Restriction Period" means a period of time beginning as of the
   date upon which an Award of Restricted Stock is made pursuant to this Plan
   and ending as of the date upon which the Common Stock subject to such Award
   is no longer restricted or subject to forfeiture provisions.

      (ff)  "SAR" means a right to receive a payment, in cash or Common Stock,
   equal to the excess of the Fair Market Value (or other specified valuation)
   of a specified number of shares of Common Stock on the date the right is
   exercised over a specified strike price, in each case, as determined by the
   Committee.

      (gg)  "Stock Award" means an award in the form of shares of Common Stock
   or units denominated in shares of Common Stock, including an award of
   Restricted Stock.

      (hh)  "Stock Based Awards Limitations" shall have the meaning set forth
   in Article Seven.

      (ii)  "Subsidiary" means (i) in the case of a corporation, any
   corporation of which the Company directly or indirectly owns shares
   representing more than 50% of the combined voting power of the shares of all
   classes or series of capital stock of such corporation which have the right
   to vote generally on matters submitted to a vote of the stockholders of such
   corporation and (ii) in the case of a partnership or other business entity
   not organized as a corporation, any such business entity of which the
   Company directly or indirectly owns more than 50% of the voting, capital or
   profits interests (whether in the form of partnership interests, membership
   interests or otherwise).

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                                 ARTICLE THREE

                                  ELIGIBILITY

   3.1  Eligibility for Awards.

   (a)  Employees.  Individuals eligible for Employee Awards under this Plan
are (i) those key Employees who hold positions of responsibility and whose
performance, in the judgment of the Committee, can have a significant effect on
the success of the Company and its Subsidiaries and (ii) individuals who are
expected to become such Employees within six months of the date of the Award.

   (b)  Nonemployee Directors.  Members of the Board who are Nonemployee
Directors are eligible for Nonemployee Director Awards under this Plan.

                                 ARTICLE FOUR

                  SHARES OF COMMON STOCK SUBJECT TO THE PLAN

   4.1  Maximum Number of Shares Available for Awards.  Subject to the
provisions of Article Fifteen, there shall be available for Awards under this
Plan granted wholly or partly in Common Stock (including rights or options that
may be exercised for or settled in Common Stock) an aggregate of 1,684,568
shares of Common Stock. All 1,684,568 shares of Common Stock shall be available
for Incentive Options. The number of shares of Common Stock that are the
subject of Awards under this Plan, if forfeited or terminated, unexercised upon
expiration, are settled in cash in lieu of Common Stock or in a manner such
that all or some of the shares covered by an Award are not issued to a
Participant, or if exchanged for Awards that do not involve Common Stock, shall
again immediately become available for Awards hereunder. The Committee may from
time to time adopt and observe such procedures concerning the counting of
shares against the Plan maximum as it may deem appropriate. The Board and the
appropriate officers of the Company shall from time to time take whatever
actions are necessary to file any required documents with governmental
authorities, stock exchanges and transaction reporting systems to ensure that
shares of Common Stock are available for issuance pursuant to Awards.

                                 ARTICLE FIVE

                          ADMINISTRATION OF THE PLAN

   5.1  The Committee.

   (a)  This Plan shall be administered by the Committee, except as otherwise
provided herein. The Committee shall consist of at least two Nonemployee
Directors. Subject to the provisions hereof, the Committee shall have full and
exclusive power and authority to administer this Plan and to take all actions
that are specifically contemplated hereby or are necessary or appropriate in
connection with the administration hereof. The Committee shall also have full
and exclusive power to interpret this Plan and to adopt such rules, regulations
and guidelines for carrying out this Plan as it may deem necessary or proper,
all of which powers shall be exercised in the best interests of the Company and
in keeping with the objectives of this Plan. The Committee may, in its
discretion, subject only to the legal requirements or restrictions which relate
to Awards, provide for the extension of the exercisability of an Award,
accelerate the vesting or exercisability of an Award, eliminate or make less
restrictive any restrictions contained in an Award, waive any restriction or
other provision of this Plan or an Award or otherwise amend or modify an Award
in any manner that is either (i) not adverse to the Participant to whom such
Award was granted or (ii) consented to by such Participant. The Committee may
make an Award to an individual whom it expects to become an Employee within the
next six months, provided that such award shall be subject to the individual
actually becoming an Employee within such time period. The Committee may
correct any defect or supply any omission or reconcile any inconsistency in
this Plan or in any

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Award in the manner and to the extent the Committee deems necessary or
desirable to further the Plan purposes. Any decision of the Committee in the
interpretation and administration of this Plan shall lie within its sole and
absolute discretion and shall be final, conclusive and binding on all parties
concerned.

   (b)  The Board shall have the same powers, duties and authority to
administer the Plan with respect to Nonemployee Director Awards as the
Committee retains with respect to other Awards as described above.

   5.2  Liability of Committee Members.  No member of the Committee or officer
of the Company to whom the Committee has delegated authority in accordance with
the provisions of Section 5.3 of this Plan shall be liable for anything done or
omitted to be done by him or her, by any member of the Committee or by any
officer of the Company in connection with the performance of any duties under
this Plan, except for his or her own willful misconduct or as expressly
provided by statute.

   5.3  Delegation of Authority.  The Committee may delegate to the Chief
Executive Officer and to other senior officers of the Company its duties under
this Plan pursuant to such conditions or limitations as the Committee may
establish.

                                  ARTICLE SIX

                                    AWARDS

   6.1  Employee Awards.

   (a)  The Committee shall determine the type or types of Employee Awards to
be made under this Plan and shall designate from time to time the individuals
who are to be the recipients of such Awards. Each Employee Award shall be
embodied in an Employee Award Agreement, which shall contain such terms,
conditions and limitations as shall be determined by the Committee in its sole
discretion and shall be signed by the individual to whom the Award is made and
by an Authorized Officer for and on behalf of the Company. Employee Awards may
consist of those reflected in Section 6.1(a) and may be granted singly, in
combination or in tandem. Employee Awards may also be made in combination or in
tandem with, in replacement of, or as alternatives to, grants or rights under
this Plan or any other employee plan of the Company or any of its Subsidiaries,
including the plan of any acquired entity. An Employee Award may provide for
the grant or issuance of additional, replacement or alternative Awards upon the
occurrence of specified events, including the exercise of the original Employee
Award granted to a Participant. All or part of an Employee Award may be subject
to conditions established by the Committee, which may include, but are not
limited to, continuous service with the Company and its Subsidiaries,
achievement of specific business objectives, increases in specified indices,
attainment of specified growth rates and other comparable measurements of
performance. Upon the termination of employment by a Participant who is an
Employee any unexercised, deferred, unvested or unpaid Awards shall be treated
as set forth in the applicable Employee Award Agreement.

      (i)  Option.  An Employee Award may be in the form of an Option. An
   Option awarded pursuant to this Plan may consist of an Incentive Option or a
   Nonqualified Stock Option. The price at which shares of Common Stock may be
   purchased upon the exercise of an Option shall not be less than the Fair
   Market Value of the Common Stock on the date of grant; provided, however,
   that the initial exercise price of any Options granted to the Initial
   Management of the Company and its subsidiaries, pursuant to the grant
   allocation set forth in the Plan or Reorganization, shall not exceed the
   lessor of (i) $9.00 per share or (ii) the initial exercise price determined
   by the Committee. Subject to the foregoing provisions, the terms, conditions
   and limitations applicable to any Option awarded pursuant to this Plan,
   including the term of any Option and the date or dates upon which it becomes
   exercisable, shall be determined by the Committee. Capitalized terms used in
   Section 6.2 that are not otherwise defined herein shall have the meanings
   assigned to such terms in the Plan or Reorganization.

      (ii)  SAR.  An Employee Award may be in the form of an SAR. The terms,
   conditions and limitations applicable to any SAR awarded pursuant to this
   Plan, including the term of any SAR and the date or dates upon which it
   becomes exercisable, shall be determined by the Committee.

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      (iii)  Stock Award.  An Employee Award may be in the form of a Stock
   Award, including the award of Restricted Stock or conditional stock units.
   The terms, conditions and limitations applicable to any Stock Award granted
   pursuant to this Plan shall be determined by the Committee.

      (iv)  Cash Award.  An Employee Award may be in the form of a Cash Award.
   The terms, conditions and limitations applicable to any Cash Award granted
   pursuant to this Plan shall be determined by the Committee.

      (v)  Performance Award.  Without limiting the type or number of Employee
   Awards that may be made under the other provisions of this Plan, an Employee
   Award may be in the form of a Performance Award. A Performance Award shall
   be paid, vested or otherwise deliverable solely on account of the attainment
   of one or more pre-established, objective Performance Goals established by
   the Committee prior to the earlier to occur of (i) 90 days after the
   commencement of such period of service to which the Performance Goal relates
   and (ii) the lapse of 25% of such period of service (as scheduled in good
   faith at the time the goal is established), and in any event while the
   outcome is substantially uncertain. A Performance Goal is objective if a
   third party having knowledge of the relevant facts could determine whether
   the goal is met. Such a Performance Goal may be based on one or more
   business criteria that apply to the individual, one or more business units
   of the Company, or the Company as a whole, and may include one or more of
   the following: increased revenue; net income; earnings before interest,
   taxes, depreciation and amortization; other earnings measures; economic
   value added; cash flow measures; stock price; market share; return on equity
   or capital; return on revenue measures; costs; and safety and environmental
   performance measures. Unless otherwise stated, such a Performance Goal need
   not be based upon an increase or positive result under a particular business
   criterion and could include, for example, maintaining the status quo or
   limiting economic losses (measured, in each case, by reference to specific
   business criteria). In interpreting Plan provisions applicable to
   Performance Goals and Performance Awards, it is the intent of the Plan to
   conform with the standards of Section 162(m) of the Code and Treasury
   Regulation (S) 1.162-27(e)(2), and the Committee in establishing such goals
   and interpreting the Plan shall be guided by such provisions. Prior to the
   payment of any compensation based on the achievement of Performance Goals,
   the Committee must certify in writing that applicable Performance Goals and
   any of the material terms thereof were, in fact, satisfied. Subject to the
   foregoing provisions, the terms, conditions and limitations applicable to
   any Performance Awards made pursuant to this Plan shall be determined by the
   Committee.

   6.2  Nonemployee Director Awards.

   (a)  The Board may grant Nonemployee Director Awards to the Nonemployee
Directors of the Company from time to time in accordance with Section 6.2.
Nonemployee Director Awards may consist of those listed in Section 6.2(a) and
may be granted singly, in combination or in tandem. Each Nonemployee Director
Award may, in the discretion of the Board, be embodied in a Nonemployee
Director Award Agreement, which shall contain such terms, conditions and
limitations as shall be determined by the Board in its sole discretion and, if
required by the Board, shall be accepted by the Participant to whom the
Nonemployee Director Award is granted and signed by an Authorized Officer for
and on behalf of the Company.

      (i)  Stock Awards.  A Nonemployee Director Award may be in the form of a
   Stock Award. A Nonemployee Director may not sell, transfer, assign, pledge
   or otherwise encumber or dispose of any portion of a Stock Award until he or
   she terminates service as a Nonemployee Director, and any attempt to sell,
   transfer, assign, pledge or encumber any portion of the Stock Award prior to
   such time shall have no effect. Any additional terms, conditions and
   limitations applicable to any Stock Awards granted to a Nonemployee Director
   pursuant to this Plan shall be determined by the Board.

      (ii)  Performance Awards.  Without limiting the type or number of
   Nonemployee Director Awards that may be made under the other provisions of
   this Plan, a Nonemployee Director Award may be in the form of a Performance
   Award. A Nonemployee Director may not sell, transfer, assign, pledge or
   otherwise encumber or dispose of any portion of the Performance Award until
   he or she terminates service as a Nonemployee Director, and any attempt to
   sell, transfer, assign, pledge or encumber any portion of the

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   Performance Award prior to such time shall have no effect. Any additional
   terms, conditions and limitations applicable to any Performance Awards
   granted to a Nonemployee Director pursuant to this Plan shall be determined
   by the Board. The Board shall set performance goals in its discretion which,
   depending on the extent to which they are met, will determine the value
   and/or amount of Performance Awards that will be paid out to the Nonemployee
   Director.

   (b)  Notwithstanding anything to the contrary contained in this Plan, no
Participant may be granted, during any calendar year, Nonemployee Director
Awards consisting of Stock Awards (including Stock Awards that are granted as
Performance Awards) covering or relating to more than 10,000 shares of Common
Stock (the limitation set forth in this Section 6.2(b) being hereinafter
referred to as a "Stock Based Awards Limitation").

                                 ARTICLE SEVEN

                          EMPLOYEE AWARD LIMITATIONS

   The following limitations shall apply to any Employee Award made hereunder:

   (1)  no Participant may be granted, during any one calendar year period,
Employee Awards consisting of Options or SARs that are exercisable for more
than 300,000 shares of Common Stock;

   (2)  no Participant may be granted, during any one calendar year period,
Stock Awards covering or relating to more than 300,000 shares of Common Stock
(the limitation set forth in this clause (2), together with the limitation set
forth in clause (1) above and the limitation set forth in Section 8.2 of this
Plan, being hereinafter collectively referred to as the "Stock Based Awards
Limitations"); and

   (3)  no Participant may be granted Employee Awards consisting of cash or in
any other form permitted under this Plan (other than Employee Awards consisting
of Options or SARs or otherwise consisting of shares of Common Stock or units
denominated in such shares) in respect of any one calendar year period having a
value determined on the date of grant in excess of $3,000,000.

                                 ARTICLE EIGHT

                               PAYMENT OF AWARDS

   8.1  Payment of Awards Generally.  Payment of Awards may be made in the form
of cash or Common Stock, or a combination thereof, and may include such
restrictions as the Committee shall determine, including, in the case of Common
Stock, restrictions on transfer and forfeiture provisions. If payment of an
Award is made in the form of Restricted Stock, the applicable Award Agreement
relating to such shares shall specify whether they are to be issued at the
beginning or end of the Restriction Period. In the event that shares of
Restricted Stock are to be issued at the beginning of the Restriction Period,
the certificates evidencing such shares (to the extent that such shares are so
evidenced) shall contain appropriate legends and restrictions that describe the
terms and conditions of the restrictions applicable thereto. In the event that
shares of Restricted Stock are to be issued at the end of the Restricted
Period, the right to receive such shares shall be evidenced by book entry
registration or in such other manner as the Committee may determine.

   8.2  Deferral.  With the approval of the Committee, amounts payable in
respect of Awards may be deferred and paid either in the form of installments
or as a lump-sum payment. The Committee may permit selected Participants to
elect to defer payments of some or all types of Awards in accordance with
procedures established by the Committee. Any deferred payment of an Award,
whether elected by the Participant or specified by the Award Agreement or by
the Committee, may be forfeited if and to the extent that the Award Agreement
so provides.

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   8.3  Dividends, Earnings and Interest.  Rights to dividends or Dividend
Equivalents may be extended to and made part of any Award consisting of shares
of Common Stock or units denominated in shares of Common Stock, subject to such
terms, conditions and restrictions as the Committee may establish. The
Committee may also establish rules and procedures for the crediting of interest
and other earnings on deferred cash payments and on Dividend Equivalents for
Awards consisting of shares of Common Stock or units denominated in shares of
Common Stock.

   8.4  Substitution of Awards.  Subject to the limitations of Section 5.1 and
Article Seven, at the discretion of the Committee, a Participant who has been
granted an Award may be offered an election to substitute an the Award received
for another Award or Awards of the same or different type.

   8.5  Cash-out of Awards.  At the discretion of the Committee, an Award that
is an Option or SAR may be settled by a cash payment equal to the difference
between the Fair Market Value per share of Common Stock on the date of exercise
and the exercise price of the Award, multiplied by the number of shares with
respect to which the Award is exercised.

                                 ARTICLE NINE

                                OPTION EXERCISE

   The price at which shares of Common Stock may be purchased under an Option
shall be paid in full at the time of exercise in cash or, if elected by the
optionee, the optionee may purchase such shares by means of tendering Common
Stock or surrendering another Award, including Restricted Stock, valued at Fair
Market Value on the date of exercise, or any combination thereof. The Committee
shall determine acceptable methods for Participants to tender Common Stock or
other Awards; provided that any Common Stock that is or was the subject of an
Award may be so tendered only if it has been held by the Participant for six
months. The Committee may provide for procedures to permit the exercise or
purchase of such Awards by use of the proceeds to be received from the sale of
Common Stock issuable pursuant to an Award. Unless otherwise provided in the
applicable Award Agreement, in the event shares of Restricted Stock are
tendered as consideration for the exercise of an Option, a number of the shares
issued upon the exercise of the Option, equal to the number of shares of
Restricted Stock used as consideration therefor, shall be subject to the same
restrictions as the Restricted Stock so submitted as well as any additional
restrictions that may be imposed by the Committee. The Committee may adopt
additional rules and procedures regarding the exercise of Options from time to
time, provided that such rules and procedures are not inconsistent with the
provisions of this paragraph.

                                  ARTICLE TEN

                               CHANGE OF CONTROL

   10.1  Change of Control.  In the event of a "Change of Control" of the
Company, the Committee may, in its discretion, without obtaining shareholder
approval, take any one or more of the following actions, with respect to any
Participant:

      (a)  Accelerate the exercise dates of any or all SARs or Options or make
   some or all such SARs or Options immediately fully vested and exercisable;

      (b)  Accelerate the restriction (lapse of forfeiture provision) period of
   any Restricted Stock subject to restrictions;

      (c)  Grant SARs to holders of outstanding Options;

      (d)  Pay cash to any or all holders of Options in exchange for the
   cancellation of their outstanding Options;

      (e)  Make payment for any outstanding Performance Awards based on such
   amounts as the Committee may determine;

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      (f)  Grant new Awards to any Participants; or

      (g)  Make any other adjustments or amendments to outstanding Awards and
   substitute new Awards for outstanding Awards.

                                ARTICLE ELEVEN

                                     TAXES

   The Company shall have the right to deduct applicable taxes from any
Employee Award payment and withhold, at the time of delivery or vesting of cash
or shares of Common Stock under this Plan, an appropriate amount of cash or
number of shares of Common Stock or a combination thereof for payment of taxes
required by law or to take such other action as may be necessary in the opinion
of the Company to satisfy all obligations for withholding of such taxes. The
Committee may also permit withholding to be satisfied by the transfer to the
Company of shares of Common Stock theretofore owned by the holder of the
Employee Award with respect to which withholding is required. If shares of
Common Stock are used to satisfy tax withholding, such shares shall be valued
based on the Fair Market Value when the tax withholding is required to be made.
The Committee may provide for loans, on either a short term or demand basis,
from the Company to a Participant to permit the payment of taxes required by
law.

                                ARTICLE TWELVE

              AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION

   The Board may amend, modify, suspend or terminate this Plan for the purpose
of meeting or addressing any changes in legal requirements or for any other
purpose permitted by law, except that (i) no amendment or alteration that would
adversely affect the rights of any Participant under any Award previously
granted to such Participant shall be made without the consent of such
Participant and (ii) no amendment or alteration shall be effective prior to its
approval by the stockholders of the Company to the extent such approval is
required by applicable legal requirements.

                               ARTICLE THIRTEEN

                                 ASSIGNABILITY

   Unless otherwise determined by the Committee and provided in the Award
Agreement, no Award or any other benefit under this Plan shall be assignable or
otherwise transferable, except by will or the laws of descent and distribution
or pursuant to a qualified domestic relations order as defined by the Code or
Title I of the Employee Retirement Income Security Act of 1974, as amended, or
the rules thereunder. The Committee may prescribe and include in applicable
Award Agreements other restrictions on transfer. Any attempted assignment of an
Award or any other benefit under this Plan in violation of this Article
Fourteen shall be null and void.

                               ARTICLE FOURTEEN

                                  ADJUSTMENTS

   14.1  General.  The existence of outstanding Awards shall not affect in any
manner the right or power of the Company or its stockholders to make or
authorize any or all adjustments, recapitalizations, reorganizations or other
changes in the capital stock of the Company or its business or any merger or
consolidation of the Company, or any issue of bonds, debentures, preferred or
prior preference stock (whether or not such issue is prior to, on a parity with
or junior to the Common Stock) or the dissolution or liquidation of the
Company, or any sale or

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transfer of all or any part of its assets or business, or any other corporate
act or proceeding of any kind, whether or not of a character similar to that of
the acts or proceedings enumerated above.

   14.2  Following Subdivision of Consolidation.  In the event of any
subdivision or consolidation of outstanding shares of Common Stock, declaration
of a dividend payable in shares of Common Stock or other stock split, then (i)
the number of shares of Common Stock reserved under this Plan, (ii) the number
of shares of Common Stock covered by outstanding Awards in the form of Common
Stock or units denominated in Common Stock, (iii) the exercise or other price
in respect of such Awards, (iv) the appropriate Fair Market Value and other
price determinations for such Awards and (v) the Stock Based Awards Limitations
shall each be proportionately adjusted by the Board to reflect such
transaction. In the event of any other recapitalization or capital
reorganization of the Company, any consolidation or merger of the Company with
another corporation or entity, the adoption by the Company of any plan of
exchange affecting the Common Stock or any distribution to holders of Common
Stock of securities or property (other than normal cash dividends or dividends
payable in Common Stock), then (i) the number of shares of Common Stock covered
by outstanding Awards in the form of Common Stock or units denominated in
Common Stock, (ii) the exercise or other price in respect of such Awards, (iii)
the appropriate Fair Market Value and other price determinations for such
Awards and (iv) the Stock Based Awards Limitations shall each be
proportionately adjusted by the Board to reflect such transaction; provided
that such adjustments shall only be such as are necessary to maintain the
proportionate interest of the holders of the Awards and preserve, without
exceeding, the value of such Awards. In the event of a corporate merger,
consolidation, acquisition of property or stock, separation, reorganization or
liquidation, the Board shall be authorized (x) to issue or assume Awards by
means of substitution of new substitute Awards, as appropriate, for previously
issued Awards or to assume previously issued Awards as part of such adjustment
or (y) to cancel the Awards that are Options or SARs by giving the holder
notice and opportunity to exercise for 30 days prior to such cancellation. Any
substitute Awards shall not be subject to the limitations on Common Stock
available for Awards under Section 4.1 or the limitations of Article Seven.

                                ARTICLE FIFTEEN

                                 RESTRICTIONS

   No Common Stock or other form of payment shall be issued with respect to any
Award unless the Company shall be satisfied based on the advice of its counsel
that such issuance will be in compliance with applicable federal and state
securities laws. Certificates evidencing shares of Common Stock delivered under
this Plan (to the extent that such shares are so evidenced) may be subject to
such stop transfer orders and other restrictions as the Committee may deem
advisable under the rules, regulations and other requirements of the Securities
and Exchange Commission, any securities exchange or transaction reporting
system upon which the Common Stock is then listed or to which it is admitted
for quotation and any applicable federal or state securities law. The Committee
may cause a legend or legends to be placed upon such certificates (if any) to
make appropriate reference to such restrictions.

                                ARTICLE SIXTEEN

                           MISCELLANEOUS PROVISIONS

   16.1  Unfunded Plan.  Insofar as it provides for Awards of cash, Common
Stock or rights thereto, this Plan shall be unfunded. Although bookkeeping
accounts may be established with respect to Participants who are entitled to
cash, Common Stock or rights thereto under this Plan, any such accounts shall
be used merely as a bookkeeping convenience. The Company shall not be required
to segregate any assets that may at any time be represented by cash, Common
Stock or rights thereto, nor shall this Plan be construed as providing for such
segregation, nor shall the Company, the Board or the Committee be deemed to be
a trustee of any cash, Common Stock or rights thereto to be granted under this
Plan. Any liability or obligation of the Company to any

                                      10

<PAGE>

Participant with respect to an Award of cash, Common Stock or rights thereto
under this Plan shall be based solely upon any contractual obligations that may
be created by this Plan and any Award Agreement, and no such liability or
obligation of the Company shall be deemed to be secured by any pledge or other
encumbrance on any property of the Company. Neither the Company nor the Board
nor the Committee shall be required to give any security or bond for the
performance of any obligation that may be created by this Plan.

   16.2  Governing Law.  This Plan and all determinations made and actions
taken pursuant hereto, to the extent not otherwise governed by mandatory
provisions of the Code or the securities laws of the United States, shall be
governed by and construed in accordance with the laws of the State of Texas.

   16.3  Effective Date.  This Plan shall be effective without need for further
action, including shareholder approval, on the date on which the Second Amended
and Restated Joint Plan for Reorganization in Case No. 01-00140 before the
United States Bankruptcy Court for the District of Delaware becomes effective.

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