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                                                               EXHIBIT 10.10

                    SOUTHDOWN, INC. EXECUTIVE SEVERANCE PLAN

              (AS AMENDED AND RESTATED EFFECTIVE JANUARY 31, 2000)


I.       PURPOSES OF PLAN AND DEFINITIONS

         1.1 Purposes. This Southdown, Inc. Executive Severance Plan, as adopted
effective January 31, 2000 (the "Plan"), for selected senior management
employees is intended to provide greater incentives to attain and maintain the
high standards of performance, to retain executives of outstanding competence
and ability, to reward such executives for outstanding performance and to
provide protection for loss of salary in the event of certain changes in control
of the Company (as defined herein).

         1.2      Definitions.

                  (a) "Company" means Southdown, Inc., a Louisiana corporation,
         or any successor.

                  (b) "Subsidiary" means any corporation in which the Company
         owns, directly or indirectly, stock possessing 50% or more of the total
         combined voting power of all classes of stock or any affiliated company
         which is controlled by the Company by reason of a management contract
         and stock ownership.

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

                  (d) "Compensation Committee" means the Compensation and
         Development Committee of the Board.

                  (e) "Employee" means any employee of the Company or any
         Subsidiary (whether or not he is also a director thereof), who is
         compensated for employment of the Company or any Subsidiary by a
         regular salary and who is considered by the Compensation Committee to
         be a senior management employee.

                  (f) "Participant" means an Employee who has been selected by
         the Compensation Committee to participate in the Plan.

II.      ADMINISTRATION OF THE PLAN - COMPENSATION COMMITTEE

         2.1      Interpretations. The Compensation Committee shall have full
power and authority to interpret, construe and administer this Plan.

         2.2      Compensation Committee Determinations Conclusive. All
determinations by the Compensation Committee as to which Employees shall be
offered the opportunity to participate herein shall be final, binding and
conclusive upon all persons. The interpretation adopted by the Compensation
Committee with respect to any provision of the Plan and the effect thereof shall
be final, binding and conclusive upon all persons.

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III.     ELIGIBILITY OF EMPLOYEES

         3.1      Eligibility Requirements. The Compensation Committee shall in
its sole discretion from time to time designate those Employees who are to
participate herein. The initial Participants are set forth in Exhibit "A"
attached hereto.

         3.2      Notification of Participation. Each Employee who is
denominated a Participant herein by the Compensation Committee shall be provided
an agreement in writing specifying that the Employee is a Participant in this
Plan together with a copy of the Plan.

         3.3      Termination of Participation. An Employee's status as a
Participant shall terminate at such time as may be determined by the
Compensation Committee; provided, however, that (i) in the case of an Employee
whose employment is terminated prior to a Change in Control, such individual
shall cease participation immediately upon such termination and (ii) in the case
of an Employee who is a Participant immediately prior to a Change in Control (as
defined herein) such Participant's coverage by this Plan may not be terminated
without the consent of the Participant within two years after the Effective Date
of such Change in Control.


IV.      EXECUTIVE SEVERANCE BENEFITS

         4.1      Cash Severance Payment. In the event of the termination of a
Participant's employment with the Company and any Subsidiary within two years
following a Change in Control (as herein defined) for any reason other than
Cause (as herein defined), or by resignation by a Participant under
circumstances constituting Good Reason (as herein defined) within two years
following a Change in Control), the Company shall pay to such a Participant
forthwith an amount in cash equal to the sum of (i) the Participant's annual
salary (at a rate equal to the higher of the rate of salary in effect on the
date immediately prior to the Change in Control or the annual rate of salary in
effect on the date of termination of employment) and (ii) the greater of the
Participant's highest annual incentive bonus earned during the 12 months
preceding termination of employment, the Participant's target annual bonus for
the year in which termination occurs, or the Participant's target annual bonus
for the year immediately prior to the Change in Control.

         4.2      Change in Control. For purposes of this Plan, a "Change in
Control" shall be conclusively deemed to have occurred if (and only if) any of
the following shall have taken place: (i) a change in control is reported by the
Company in response to either Item 6(e) of Schedule 14A of Regulation 14A
promulgated under the Securities Exchange Act of 1934, as amended ("Exchange
Act"), or Item 1 of Form 8-K promulgated under the Exchange Act, or any


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similar reporting requirement hereafter promulgated by the Securities and
Exchange Commission; (ii) any person, entity or group (as such terms are used in
Sections 13(d) and 14(d) of the Exchange Act), other than any employee benefit
plan sponsored by the Company, is or becomes the beneficial owner (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the
Company representing forty percent or more of the combined voting power of the
Company's then outstanding securities (as determined under paragraph (d) of Rule
13d-3 promulgated under the Exchange Act, in the case of rights to acquire
common stock); or (iii) following the election or removal of directors, a
majority of the Board consists of individuals who were not members of the Board
two years before such election or removal, unless the election of each director
who was not a director at the beginning of such two-year period has been
approved in advance by directors representing at least a majority of the
directors then in office who were directors at the beginning of the two-year
period.

         4.3      Termination for Cause. For purposes of this Plan, a
termination of employment for Cause shall mean termination upon the willful
misappropriation of funds or properties of the Company, the willful
contravention of proper standards of fiduciary responsibility attendant upon his
service and office, or failure to comply with the terms of the Company's Code of
Business Conduct. For purposes of this definition, no act, or failure to act, on
the Participant's part shall be considered "willful" unless done, or omitted to
be done, by the Participant not in good faith and without reasonable belief that
the Participant's action or omission was in the best interest of the Company.

         4.4      Resignation for Good Reason. For purposes of this Plan, a
resignation shall be considered under circumstances constituting Good Reason if
a Participant's salary is materially reduced below the level in effect
immediately prior to a Change in Control.

         4.5      Welfare Benefits Continuation. Any Participant entitled to
benefits under Section 4.1 shall be entitled to receive for the 12 months
following termination of employment continued coverage under the Company's
medical, dental, long-term disability and life insurance plans with benefits and
participant contributions no less favorable to the Participant than those in
effect immediately prior to the Change in Control.

         4.6      Outplacement Services. Any Participant entitled to benefits
under Section 4.1 shall be entitled to receive individual outplacement services
for one year following termination at Company expense in an amount not to exceed
$10,000.

V.       RIGHTS OF PARTICIPANTS

         5.1      Limitation of Rights. Nothing in this Plan shall be construed
to:

                  (a)   Give any Employee of the Company or a Subsidiary any
         right to participate in this Plan;

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                  (b)   Limit in any way the  right of the  Company  or any
         Subsidiary  to  terminate  a  Participant's
         employment with the Company or any Subsidiary at any time;

                  (c)   Give a  Participant  or any spouse of a deceased
         Participant  any  interest  in any fund or any specific asset or assets
         of the Company or any Subsidiary; or

                  (d)   Be evidence of any agreement or understanding, express
         or implied, that the Company or any Subsidiary will employ a
         participant in any particular position or at any particular rate of
         remuneration.

         5.2      Non-alienation of Benefits. No right or benefit under this
Plan shall be subject to anticipation, alienation, sale, assignment, pledge,
encumbrance or charge, and any attempt to anticipate, alienate, sell, assign,
pledge, encumber or charge the same will be void. No right or benefit hereunder
shall in any manner be liable for or subject to any debts, contracts,
liabilities or torts of the person entitled to such benefits.

         5.3      Prerequisites to Benefits. No Participant, or any person
claiming through a Participant shall have any right or interest in the Plan, or
any benefits hereunder unless and until all of the terms, conditions and
provisions of the Plan which affect such Participant or such other person shall
have been complied with as specified herein.

         5.4      Relation to Other Plans and Agreements. Participation in this
Plan is in lieu of, and not in addition to, participation in or the receipt of
benefits under any other service plan of the Company or any Subsidiary,
including, but not limited to, the Company's Special Severance Plan for Salaried
Employees.

         5.5      Expenses. The Company shall pay the costs and expenses,
including, without limitation, reasonable attorneys' fees, incurred by a
Participant in seeking to enforce his or her rights under the Plan.

VI.      MISCELLANEOUS

         6.1      Amendment or Termination of the Plan. The Board may amend or
terminate this Plan at any time; provided, however, that the terms of the Plan
as in effect upon a Change in Control may not be changed in a manner which would
adversely affect the rights of any Employee who, as of the date immediately
prior to the Change in Control, is a Participant in the Plan.

         6.2      Employment Status. This Plan does not constitute a contract of
employment or impose on the Company or any subsidiary any obligation to retain
the Participant as an employee, to change or not change the status of the
Participant's employment, or to change the Company's policies or those of its
subsidiaries regarding termination of employment.


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         6.3      Claims Procedure.

                  (a)   All claims for benefits shall be in writing and shall be
         filed with the Compensation Committee.

                  (b)   If the Compensation Committee wholly or partially denies
         a former employee's claim for benefits, the Compensation Committee
         shall give the claimant written notice within sixty (60) days after the
         Plan's receipt of the claim setting forth (i) the specific reason(s)
         for the denial, (ii) specific reference to pertinent Plan provisions on
         which the denial is based, (iii) a description of any additional
         material or information which must be submitted to perfect the claim,
         and an explanation of why such material or information is necessary,
         and (iv) an explanation of the Plan's review procedure.

                  (c)   In the event of a benefit claim denial, the Company
         shall appoint a person who is not a member of the Compensation
         Committee to serve as Claim Reviewer. The person designated as the
         Claim Reviewer shall be reasonably acceptable to the claimant. The
         claimant shall have sixty (60) days after the day on which such written
         notice of denial is handed or mailed to him or her by the Compensation
         Committee in which to apply (in person or by authorized representative)
         in writing to the Claim Reviewer for a full and fair review of the
         denial of his or her claim. In connection with such review, the
         claimant (or his or her representative) shall be afforded a reasonable
         opportunity to review pertinent documents, and may submit issues and
         comments in writing. The Claim Reviewer shall arrange to meet
         personally with the claimant and/or representative within thirty (30)
         days after the Claim Reviewer's receipt of such written request for
         review for the purpose of hearing the claimant's contentions and
         receiving such relevant evidence as the claimant may wish to offer.

                  (d)   The Claim Reviewer shall issue his decision on review
         within sixty (60) days after meeting with the claimant or claimant's
         personal representative, unless in the sole discretion of the Claim
         Reviewer special circumstances require an extension to not later than
         one hundred twenty (120) days after such meeting. The decision shall be
         in writing and shall set forth specific reasons for the decision and
         specific references to pertinent Plan provisions on which the decision
         is based.

                  (e)   The Company or its subsidiary shall pay the costs and
         expenses, including without limitation, reasonable attorneys' fees,
         incurred by an employee in seeking to enforce his or her rights under
         the Plan.

         6.4      Applicable Laws. This Plan shall be construed, administered
and governed in all respects under the laws of the State of Texas.

         6.5      Validity and Severability. The invalidity or unenforceability
of any provision of the Plan shall not affect the validity or enforceability of
any other provision of the Plan, which


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shall remain in full force and effect, and any prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.

                                     SOUTHDOWN, INC.



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                                    EXHIBIT A

                       PARTICIPANTS IN THE SOUTHDOWN, INC.
                            EXECUTIVE SEVERANCE PLAN


P. Alsop
R. Arredondo
J. Bloom
S. Bryan
T. Daman
S. Davis
L. Hoffis
R. Johns
P. Miller
D. Newquist
W. Vines




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                    SOUTHDOWN, INC. EXECUTIVE SEVERANCE PLAN

                            PARTICIPATION CERTIFICATE


         This Participation Certificate given this ___ day of
____________________, ____, by Southdown, Inc., a Louisiana corporation
("Company"), to __________ ("Employee") with terms herein having the meaning
assigned to such terms in the Southdown, Inc. Executive Severance Plan, as
established effective January 31, 2000 (the "Plan"), unless otherwise stated.

                  1. The Compensation Committee hereby designates Employee as a
         Participant in the Plan effective as of Effective Date.

                  2. Upon Employee's termination of employment following a
         Change in Control under the circumstances and subject to the terms and
         conditions described Article IV of the Plan, Employee will be entitled
         to the benefits specified in Sections 4.1, 4.5 and 4.6 of the Plan.

                  3. Employee's status as a Participant in the Plan may be
         terminated by action of the Compensation Committee but only after
         formal notice in writing to the Employee; provided, however, that
         Employee's status as a Participant may not be terminated after a Change
         in Control.

                                            COMPENSATION COMMITTEE


                                            By:
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