ICH CORPORATION
                         1997 DIRECTOR STOCK OPTION PLAN

                                    ARTICLE I

                                     Purpose

The ICH Corporation 1997 Director Stock Option Plan is intended to encourage
outside directors and others selected for participation in the Plan to continue
their association with the Company by providing them with incentives designed to
enable them to acquire an ownership interest in the Company. It is believed that
the availability and granting of stock option awards increases the Company's
ability to attract and retain individuals with outstanding qualifications and
experience.


                                   ARTICLE II

                                   Definitions

The following capitalized terms used in the Plan shall have the respective
meanings set forth in this Article:

2.1     Board:  The Board of Directors of ICH Corporation.

2.2     Code: The Internal Revenue Code of 1986, as amended, and the rules and
        regulations promulgated thereunder.

2.3     Committee: The Compensation Committee of the Board; provided, however,
        the Compensation Committee shall not take any action under this Plan
        unless it is at all times composed solely of not less than three
        "Non-Employee Directors" within the meaning of Rule 16b-3, as
        promulgated under the Securities Exchange Act of 1934, as amended. In
        the event the Compensation Committee is unable to act, the Board shall
        take any and all actions required or permitted to be taken by the
        Committee under this Plan. For purposes of this Section a "Non-Employee
        Director" shall be a director who: (i) is not currently an officer or
        employee of ICH Corporation or of any Subsidiary; (ii) (A) does not
        receive compensation, either directly or indirectly, for any
        non-director service in an amount that would be required to be disclosed
        under Item 404(a) of Regulation S-K or (B) possess an interest in any
        other transaction requiring disclosure

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        under such Item; and (iii) is not engaged in a business relationship
        disclosable under Item 404(b) of Regulation S-K.

2.4     Common Stock:  The common stock, par value $0.01, of ICH Corporation.

2.5     Company:  ICH Corporation and any of its Subsidiaries.

2.6     Disability: Disability within the meaning of Section 22(e)(3) of the
        Code, as determined by the Committee.

2.7     Effective Date:  February 7, 1997

2.8     Eligible Director:  A non-employee member of the Board of Directors.

2.9     Eligible Participant: An Eligible Director or consultant selected by the
        Committee to participate in the Plan.

2.10    Fair Market Value: Fair Market Value shall mean with respect to a share
        of Common Stock the value determined on any relevant date in accordance
        with the following provisions:

               (i) if the Common Stock is at the time traded on the Nasdaq
        National Market, then the Fair Market Value shall be the closing selling
        price per share of Common Stock on the date in question, as such price
        is reported by the National Association of Securities Dealers on the
        Nasdaq National Market or any successor system. If there is no closing
        selling price for the Common Stock on the date in question, then the
        Fair Market Value shall be the closing selling price on the last
        preceding date for which such quotation exists, or

               (ii) if the Common Stock is at the time listed on any national
        Stock Exchange, then the Fair Market Value shall be the closing selling
        price per share of Common Stock on the date in question on the national
        Stock Exchange determined by the Committee to be the primary market for
        the Common Stock, as such price is officially quoted in the composite
        tape of transactions on such exchange. If there is no closing selling
        price for the Common Stock on the date in question, then the Fair Market
        Value shall be the closing selling price on the last preceding date for
        which such quotation exists, or

               (iii) if shares of the Common Stock are not then traded on a
        national market (e.g., the over the counter dealers market) or are not
        then publicly traded, Fair Market Value shall be determined by the
        Committee after taking into account such factors as the Committee shall
        deem appropriate.


2.11    Option: A stock option granted under the Plan that does not qualify as
        an

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        "incentive stock option" under Section 422 of the Code.

2.12    Option Price: The purchase price of a share of Common Stock under an
        Option.

2.13    Optionee: An Eligible Participant who has been granted one or more
        Options under this Plan.

2.14    Plan: The ICH Corporation 1997 Director Stock Option Stock Plan, as from
        time to time amended.

2.15    Subsidiary: A subsidiary corporation, as defined in Section 424(f) of
        the Code.

2.16    Termination Date: A date fixed by the Committee but not later than the
        day following the tenth anniversary of the date on which the Option is
        granted.


                                   ARTICLE III

                                 Administration

3.1     Except as otherwise provided in the Plan, the Committee shall administer
        the Plan and shall have full power to grant Options, construe and
        interpret the Plan, establish and amend rules and regulations for its
        administration, and perform all other acts relating to the Plan,
        including the delegation of administrative responsibilities, which it
        believes reasonable and proper.

3.2     The Committee shall consist of not less than three members of the Board.
        The members of the Committee shall serve at the pleasure of the Board,
        which shall have the power, at any time and from time to time, to remove
        members from the Committee or to add members thereto. Vacancies on the
        Committee, however caused, shall be filled by the Board.

3.3     Subject to the provisions of the Plan, the Committee shall establish the
        policies and criteria pursuant to which it shall grant Options and
        administer the Plan. Subject to the provisions of the Plan, the
        Committee shall, in its discretion, determine which Eligible
        Participants shall be granted discretionary Options, the number of
        shares subject to any such Options, the dates after which Options may be
        exercised, in whole or in part, and the terms and conditions of the
        Options.

3.4     The Committee may at any time, with the consent of the Optionee, in its
        sole discretion, cancel any Option and issue to the Optionee a new
        Option for an equivalent or lesser number of Common Stock shares, and at
        a lesser Option Price.

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3.5     Any decision made, or action taken, by the Committee or the Board
        arising out of or in connection with the interpretation and
        administration of the Plan shall be final and conclusive.


                                   ARTICLE IV

                           Shares Subject to the Plan

4.1     The total number of shares of Common Stock available for grants of
        Options under the Plan shall be 400,000 subject to adjustment in
        accordance with Article IXof the Plan. These shares may be either
        authorized but unissued shares or treasury shares. If an Option or
        portion thereof shall expire or terminate for any reason without having
        been exercised in full, the unpurchased shares covered by such Option
        shall be available for future grants of Options.


                                    ARTICLE V

                           Automatic Grant of Options

5.1     Options granted pursuant to this Article V shall only be granted to
        Eligible Directors.

5.2     Grant Dates.  Option grants shall be made on the dates specified below:

        a) Each Eligible Director, as of the date of adoption of the Plan by the
        Board or, if later, the date such Director is first elected or appointed
        as a non employee Director, shall be granted an Option to purchase 5,000
        shares of Common Stock provided, however, that such Options shall be
        exercisable only after the date of the approval of the Plan by the
        shareholders of the Company.

        b) On each anniversary date of such grant thereafter, each Eligible
        Director shall automatically be granted an Option to purchase 5,000
        shares of Common Stock; provided, however, Options shall not be granted
        under this Section 5.2 of the Plan if such grant or grants would cause
        any Eligible Director, individually, to accumulate Options to purchase
        more than an aggregate of 40,000 shares of Common Stock under the Plan
        or if such grant or grants would cause all Eligible Directors, together
        as a group, to accumulate Options to purchase more that an aggregate of
        280,000 shares of Common Stock under the Plan.

                                   ARTICLE VI

                          DISCRETIONARY GRANT OF OPTION

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6.1     Options granted pursuant to this Article VI may be granted to any
        Eligible Participant.

6.2     The Committee may, from time to time select one or more Eligible
        Directors who may be granted Options at such time an in such amounts as
        the Committee may determine in its discretion, provided, however, no
        Options shall not be granted under this Section 6.2 of the Plan if such
        grant or grants would cause any Eligible Director, individually, to
        accumulate Options to purchase more than an aggregate of 40,000 shares
        of Common Stock under the Plan or if such grant or grants would cause
        all Eligible Directors, together as a group, to accumulate Options to
        purchase more that an aggregate of 280,000 shares of Common Stock under
        the Plan.

6.3     The Committee may, from time to time select one or more consultants who
        are neither non-employee members of the Board nor employees of the
        Company to participate in the Plan. A person so selected shall become an
        "Eligible Participant". The Committee may grant Options to such Eligible
        Participants at such time and in such amounts as the Committee may
        determine in its discretion, subject to any maximum limitation the Board
        of Directors may institute with respect to the aggregate amount of
        shares of Common Stock that may be subject to Options held by such
        Optionee or Optionees, either individually or together as a group, under
        the Plan.


                                   ARTICLE VII

                                Terms of Options

7.1     Option Agreements: All Options shall be evidenced by written agreements
        executed by the Company and the Optionee. Such Options shall be subject
        to the applicable provisions of the Plan, and shall contain such
        provisions as are required by the Plan and any other provisions the
        Committee may prescribe. All agreements evidencing Options shall specify
        the total number of shares subject to each grant, the Option Price and
        the Termination Date.

7.2     Option Price: The Option Price shall not be less than the Fair Market
        Value of a share of Common Stock on the date the Option is granted.

7.3     Vesting: Unless otherwise determined by the Committee (which
        determination shall be evidenced by specification in a written grant
        agreement), all Options granted pursuant Sections 5.2 and 6.2 of this
        Plan shall be fully vested upon the date such Option is granted and all
        Options granted pursuant to Section 6.3 of this Plan shall vest over a
        period of four (4) years, with twenty-five (25%) percent of the Option
        vesting on each of the first, second, third and fourth anniversaries

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        of the date the Option is granted, subject to accelerated vesting upon
        certain events as may be determined by the Committee.

7.4     Period of Exercise: Unless the Committee provides otherwise in an
        Optionee's written agreement, Options, to the extent vested, shall be
        exercisable at any time after the date of the Option grant. However, no
        Option or portion thereof shall be exercisable after the Termination
        Date which, unless the Committee provides otherwise in an Optionee's
        written agreement, shall be the day following the tenth anniversary of
        the date on which the Option is granted.

7.5     Manner of Exercise and Payment: An option, or portion thereof, shall be
        exercised by delivery of a written notice of exercise to the Company and
        payment of the full price of the shares being purchased pursuant to the
        Option. An Optionee may exercise an Option with respect to less than the
        full number of shares for which the Option may then be exercised, but an
        Optionee must exercise the Option in full shares of Common Stock. The
        price of Common Stock purchased pursuant to an Option, or portion
        thereof, may be paid:

               (a)    in United States dollars in cash or by check, bank draft
                      or money order payable to the order of the Company;

               (b)    through the delivery of shares of Common Stock with an
                      aggregate Fair Market Value on the date of exercise equal
                      to the Option Price, if so specified in the relevant
                      Option agreement; or

               (c)    by any combination of the above methods of payment.

        The Committee shall determine acceptable methods for tendering Common
        Stock as payment upon exercise of an Option and may impose such
        limitations and prohibitions on the use of Common Stock to exercise an
        Option as it deems appropriate, including, without limitation, any
        limitation or prohibition designed to avoid certain accounting
        consequences which may result from the use of Common Stock as payment
        upon exercise of an Option. The Committee may in its discretion allow an
        Optionee to exercise his Options through a special sale and remittance
        procedure. To the extent the option is exercised for vested shares
        through a special sale and remittance procedure the Optionee shall
        concurrently provide irrevocable written instructions to (a) a Company
        designated brokerage firm to effect the immediate sale of the purchased
        shares and remit to the Company, out of the sale proceeds available on
        the settlement date, sufficient funds to cover the aggregate exercise
        price payable for the purchase shares plus all applicable Federal, state
        and local income required to be withheld by the Company by reason of
        such exercise and (b) the Company to deliver the certificates for the
        purchased shares directly to such brokerage firm in order to complete
        the sale. Except to the extent such sale and remittance procedure is
        utilized, payment of the exercise price for the purchased shares

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        must be made on the exercise date.

7.6     Nontransferability of Options: Each Option shall, during the Optionee's
        lifetime, be exercisable only by the Optionee, and neither it nor any
        right hereunder shall be transferable otherwise than by will or the laws
        of descent and distribution or be subject to attachment, execution or
        other similar process. In the event of any attempt by the Optionee to
        alienate, assign, pledge, hypothecate or otherwise dispose of an Option
        or of any right hereunder, except as provided for herein, or in the
        event of any levy or any attachment, execution or similar process upon
        the rights or interests hereby conferred, the Company may terminate the
        Option by notice to the Optionee and the Option shall thereupon become
        null and void.

7.7     Termination of the Optionee's Services: If an Optionee's service on the
        Board or for the Company as applicable, shall cease for any reason, each
        Option held by the Optionee, to the extent vested on the date the
        Optionee's service ceases, shall remain exercisable until the earlier
        of:

               i.     the Option's Termination Date;

               ii.    the first anniversary of the date of the cessation of the
                      Optionee's service for any reason including due to death
                      or Disability;

        and thereafter, all such Options to the extent not previously exercised
        shall terminate together with all rights hereunder. All Options not
        vested as of the date of termination of Optionee's service shall be
        forfeited.


                                  ARTICLE VIII

                                   Adjustments

8.1     If (a) the Company shall at any time be involved in a transaction to
        which Section 424(a) of the Code is applicable; (b) the Company shall
        declare a dividend payable in, or shall subdivide or combine, its Common
        Stock; or (c) any other event shall occur which in the judgment of the
        Committee necessitates action by way of adjusting the terms of the
        outstanding Options, the Committee shall take any such action, including
        price adjustment, as in its judgment shall be necessary to preserve the
        Optionee's rights substantially proportionate to the rights existing
        prior to such event, and to the extent that such action shall include an
        increase or decrease in the number of shares of Common Stock subject to
        outstanding Options, the number of shares available under Article IV
        above shall be increased or decreased, as the case may be,
        proportionately. The judgment of the Committee with respect to any
        matter referred to in this Article VIII shall be conclusive and binding
        upon each Optionee.

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                                   ARTICLE IX

                        Amendment and Termination of Plan

9.1     The Board may at any time, or from time to time, suspend or terminate
        the Plan in whole or in part, or amend it in such respects as the Board
        may deem appropriate.

9.2     No amendment, suspension or termination of this Plan shall, without the
        Optionee's consent, alter or impair any of the rights or obligations
        under any Option theretofore granted to an Optionee under the Plan.

9.3     The Board may amend this Plan, subject to the limitations cited above,
        in such manner as it deems necessary to permit the granting of Options
        meeting the requirements of future amendments or issued regulations, if
        any, to the Code and to Rule 16b-3, promulgated under the Securities
        Exchange Act of 1934, as amended.


                                    ARTICLE X

                        Government and Other Regulations

10.1    The obligation of the Company to issue, or transfer and deliver shares
        for Options exercised under the Plan shall be subject to all applicable
        laws, regulations, rules, orders and approvals which shall then be in
        effect and required by governmental entities and any stock exchanges on
        which Common Stock is traded.

10.2    In addition to, and without limiting, the Company's rights and
        obligations under the preceding paragraph, the Committee may postpone
        any exercise of an Option for such time as the Committee in its
        discretion may deem necessary in order to permit the Company with
        reasonable diligence (i) to effect or maintain the listing of the Common
        Stock on the New York Stock Exchange or to effect or maintain
        registration under the Securities Act of 1933, as amended, of the Plan
        or the shares issuable upon the exercise of the Option; (ii) to
        determine that such shares and Plan are exempt from registration; or
        (iii) to comply with any applicable laws, regulations, rules, orders or
        approval requirements then in effect and required by governmental
        entities or any stock exchange on which the Common Stock is traded. Any
        such postponement shall not extend the term of an Option, and neither
        the Company nor its directors or officers shall have any obligation or
        liability to any Optionee or Optionee's successor with respect to any
        shares subject to an Option that lapses unexercised because of such

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        postponement.


                                   ARTICLE XI

                            Miscellaneous Provisions

11.1    Plan Does Not Confer Stockholder Rights: Neither the Optionee nor any
        person entitled to exercise the Optionee's rights in the event of the
        Optionee's death shall have any rights as a stockholder with respect to
        the shares subject to each Option, except to the extent that, and until,
        such shares shall have been issued as soon as practicable after the
        exercise of each Option.

11.2    Plan Expenses: Any expenses of administering this Plan shall be borne by
        the Company.

11.3    Use of Exercise Proceeds: Payments received from Optionees upon the
        exercise of Options shall be used for the general corporate purposes of
        the Company, except that any Common Stock received in payment may be
        retired, or retained in the Company's treasury and reissued.


                                   ARTICLE XII

                 Effective Date and Shareholder Approval of Plan

12.1    The Effective Date of the Plan is February 7, 1997. The Plan has been
        approved by shareholders pursuant to the First Amended Joint Plan of
        Reorganization under Chapter 11 (Dated: November 15, 1996), filed in the
        United States Bankruptcy Court for the Northern District of Texas,
        Dallas Division and the applicable disclosure statement filed in such
        Bankruptcy Court with respect thereto. The Bankruptcy Court authorized
        and approved the adoption of the Plan.


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