DRAFT - 11/18/99





                           J.B. Poindexter & Co., Inc.


                           Long Term Performance Plan

                                    SECTION 1


                                     General

1.1. Purpose and Effective Date. J.B.  Poindexter & Co. Inc. (the "Company") has
established  the J.B.  Poindexter & Co.,  Inc. Long Term  Performance  Plan (the
"Plan" or the "LTPP"),  effective  January 1, 2000, the "Effective  Date" of the
Plan as set  forth  herein.  The  purpose  of the  Plan is to  provide  approved
participants  who are key  members  of the  Company's  and the  Affiliates'  (as
defined  in  subsection  1.2)  management  team with  financial  incentives  for
achieving strategic long term financial objectives of the Company.


1.2.  Affiliates.  For  purposes  of the Plan,  the term  "Affiliate"  means any
subsidiary of the Company.  Any Affiliate that, with the consent of the Company,
adopts the Plan for the benefit of its eligible  employees  shall be referred to
herein as an "Adopting Affiliate". The Company and each Adopting Affiliate shall
be referred to herein  collectively as the  "Employers"  and  individually as an
"Employer".


1.3. Plan Administration. The authority to operate and administer the Plan shall
be vested in the Board of  Directors  (the  "Board") of the  Company.  The Board
shall have full power and authority to interpret,  construe and  administer  the
Plan.  The Board's  interpretations  and  construction  of the Plan, and actions
thereunder,  shall be binding and conclusive on all persons for all purposes. No
member  of the  Board  shall be liable to any  person  for any  action  taken or
omitted in connection with the  interpretation  and  administration  of the Plan
unless attributable to his own willful misconduct or lack of good faith.

1.4.  Source of Payments.  The  obligations of the Employers  under the Plan are
purely contractual. Any amount payable under the terms of the Plan shall be paid
from the general  assets of the  Employers  and no trust or other  separate fund
shall be established for this purpose.


1.5.  Notices.  Any notice or document required to be filed under the Plan shall
be  considered to be properly  filed if delivered or mailed by registered  mail,
postage  prepaid,  to the  Board,  in  care  of the  Company,  at its  corporate
headquarters  or such other address the Company has  designated for such purpose
hereunder and communicated to  Participants.  Any notice required under the Plan
may be waived by the person entitled thereto.

1.6. Action by Employers. Any action required or permitted to be taken under the
Plan by an Employer that is a corporation shall be by resolution of its Board of
Directors, by a duly authorized officer of the Employer, or by such other person
or entity as may be designated by the Board of Directors of the Employer.


<PAGE>

1.7.  Gender and Number.  Where the context  admits,  words in any gender  shall
include any other gender,  words in the singular  shall include the plural,  and
the plural shall include the singular.


1.8.  Governing Law. The Plan shall be construed and  administered in accordance
with the internal  laws of the State of Texas,  to the extent that such laws are
not preempted by the laws of the United States of America.


1.9. Plan Year. The Plan Year shall be the calendar year.


1.10. Plan Not Guarantee of Employment. The Plan does not constitute a guarantee
of employment by the Employers,  and participation in the Plan will not give any
individual  the right to be  retained  in the employ of the  Employers,  nor any
right or claim to any  benefit  under the Plan,  unless  such right or claim has
specifically arisen under the Plan. The Employers reserve all of their rights to
discharge  employees  at-will  or to  amend  or  modify  any  of the  terms  and
conditions of their employment.

                                    SECTION 2

                                  Participation

2.1.  Participation.  Each key employee of an Employer whose  position  directly
impacts the Company's  success and who is designated by the Board shall become a
"Participant"  in the Plan  effective  on the  first  day of the LTPP  Cycle (as
defined  in  subsection  3.1) that  begins  after  such  designation;  provided,
however, the Board may designate a key employee as a Participant in a LTPP Cycle
that  started  fewer  than six  months  before  the  employee  was  hired or was
transferred into a Plan-eligible position for the first time.

2.2.  Duration of  Participation.  A Participant who is entitled to payment of a
benefit under the provisions of Section 3 shall remain a Participant in the Plan
until the full amount of his benefit has been paid.
<PAGE>



                                    SECTION 3


                                   LTPP Awards

3.1.  Amount of LTPP Award.  At the  beginning  of each  three-year  period that
begins on the Effective Date and each anniversary thereof (a "LTPP Cycle"),  the
Board will determine (i) each Participant's LTPP target award for the LTPP Cycle
as a percentage of the  Participant's  base salary,  and (ii) the percentages of
Participants'  LTPP  target  awards  that  will be  payable  upon the  Company's
achieving,  in full or in part,  or  exceeding  the EBT that is  targeted in the
Company's  long-term  planning and budgeting  process for the LTPP Cycle. In the
event a Participant transfers from one Plan-eligible  position to another with a
different  LTPP target award level (or is deemed not eligible for future awards)
during  a LTPP  Cycle,  the  Participant's  award  for the  LTPP  Cycle  will be
calculated on a pro rata basis according to the proportion of time spent in each
position during the LTPP Cycle. The amount of each LTPP Award will be determined
by the Board and will be based on audited year-end results.  For purposes of the
Plan, "EBT" means earnings before taxes.

3.2.  Payment of LTPP Award. The LTPP Awards described in subsection 3.1 will be
paid in cash as soon as  practicable  after  the end of the LTPP  Cycle to which
they  relate  after the books of the Company are closed and audited for the last
year of the Cycle,  except to the extent the  Participant  has  elected to defer
such payment  under either or both of the Company's  qualified and  nonqualified
deferred  compensation  plans.  A Participant  who receives a pro-rata  award by
reason of his  termination  of  employment  during a LTPP Cycle may not elect to
defer the award.

3.3.  Vesting.  A Participant  shall be 100% vested in the LTPP Award for a LTPP
Cycle if he is an  employee  of an  Employer  on the last  day of the  Cycle.  A
Participant  who terminates  employment  after the first year of a LTPP Cycle by
reason of involuntary termination (other than for cause), retirement, disability
or death is entitled to a pro-rata  portion of the LTPP Award for the LTPP Cycle
based on the  Participant's  actual months of service  during the LTPP Cycle.  A
Participant  who resigns  (other than by reason of  retirement) or is terminated
for cause  during a LTPP Cycle  shall not be entitled to the LTPP Award for that
Cycle.  For purposes of the Plan,  "retirement"  means voluntary  termination of
employment  or  involuntary   termination  of  employment  without  cause  after
attainment  of age 60  years.  Notwithstanding  the  foregoing,  if the stock or
assets of an Employer are sold, an affected  Participant shall be vested in each
LTPP Award that has accrued as of the date of the sale.

3.4.   Nonalienation.   Participants   shall  not  have  any  right  to  pledge,
hypothecate,  anticipate, or in any way create a lien upon any benefits provided
under the  Plan,  and no  benefits  payable  hereunder  shall be  assignable  in
anticipation  of  payment,  either  by  voluntary  or  involuntary  acts,  or by
operation of law.  Nothing in this  subsection  3.4 shall limit a  Participant's
rights or powers to dispose of his property by will,  limit any rights or powers
which his executor or administrator would otherwise have with regard to benefits
to which a Participant is entitled hereunder,  or restrict any right of set-off,
counterclaim  or recoupment  which the Employers may otherwise  have against any
Participant.

3.5. Withholding. All payments with respect to a Participant under the Plan will
be subject to such  deductions  as may be required  to be made  pursuant to law,
government  regulations or order.  All tax liability of the recipient  resulting
from the payments under the Plan shall be the responsibility of the recipient.

<PAGE>

3.6.  Benefits on Death.  In the event of a  Participant's  death after becoming
entitled to a benefit under the Plan but before complete payment of his benefit,
his benefit shall be paid to his estate.


                                    SECTION 4


                            Amendment or Termination

4.1.  Amendment or  Termination.  The Board in its sole  discretion may amend or
terminate the Plan at any time;  provided,  however,  that the Plan shall not be
terminated with respect to any LTPP Cycle that has commenced and no amendment or
termination shall adversely affect the Plan benefits, if any, which have vested.