EXHIBIT 10.1
                            WEATHERFORD ENTERRA, INC.

                              AMENDED AND RESTATED
                     NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

                                  MAY 15, 1997

ARTICLE I.   ESTABLISHMENT, PURPOSE AND DURATION

      1.1 ESTABLISHMENT OF THE PLAN. Weatherford Enterra, Inc. (the "Company"),
hereby establishes an incentive compensation plan to be known as the Weatherford
Enterra, Inc. Non-Employee Director Stock Option Plan (the "Plan"), as set forth
in this document. The Plan permits the grant of Non-qualified Stock Options to
Non-employee Directors, subject to the terms and provisions set forth herein.

            The Plan was adopted by the Board of Directors of the Company on
March 16, 1995 (the "Effective Date") and approved by the stockholders of the
Company at the 1995 annual stockholders' meeting. Certain amendments to the Plan
were adopted by the Board of Directors on March 11, 1997, and approved by a
majority of stockholders of the Company at the 1997 stockholders' meeting.

      1.2 PURPOSE OF THE PLAN. The purpose of the Plan is to promote the
achievement of long-term objectives of the Company by linking the personal
interests of Non-employee Directors to those of the Company's stockholders by
providing them with additional incentive through an increase in their
proprietary interest in the success of the Company - thereby encouraging them to
continue in their present capacity.

      1.3 DURATION OF THE PLAN. The Plan shall commence on the Effective Date
and shall remain in effect, subject to the right of the Board of Directors to
terminate the Plan at any time pursuant to Article 8 herein, until all Shares
subject to it shall have been purchased or acquired according to the Plan's
provisions. However, in no event may an Award be granted under the Plan on or
after March 15, 2005.

ARTICLE 2.   DEFINITIONS

      Whenever used in the Plan, the following terms shall have the meanings set
forth below and, when the meaning is intended, the initial letter of the word is
capitalized.

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            (a)   "Award" means a grant of Non-qualified Stock Options under the
Plan.

            (b) "Award Agreement" means an agreement entered into by and between
the Company and a Non-employee Director, setting forth the terms and provisions
applicable to an Award granted under the Plan.

            (c) "Board" or "Board of Directors" means the Board of Directors of
the Company, and includes any committee of the Board of Directors designated by
the Board to administer part or all of the Plan.

            (d) "Change of Control" of the Company shall mean: a) any
individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2)
of the Exchange Act) (a "Person") acquires of beneficial ownership of 20 percent
or more of either (i) the then outstanding Shares or (ii) the combined voting
power of the then outstanding voting securities of the Company entitled to vote
generally in the election of Directors; provided, however, that for purposes of
this subsection (a), a Person shall not include the Company or any subsidiary or
any employee benefit plan (or related trust) sponsored or maintained by the
Company or any subsidiary; (b) as a result of, or in connection with, a
contested election for directors, the persons who were directors of the Company
before such election (the "Incumbent Board") shall cease to constitute a
majority of the Board of Directors of the Company; or (c) consummation of a
reorganization, merger or consolidation or sale or other disposition of all or
substantially all of the assets of the Company (a "Corporate Transaction") in
each case, unless, following such Corporate Transaction, (i) all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the outstanding Shares and outstanding voting
securities immediately prior to such Corporate Transaction beneficially own,
directly or indirectly, more than 60 percent of, respectively, the then
outstanding shares of common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting from such Corporate
Transaction (including, without limitation, a corporation which as a result of
such transaction owns the Company or all or substantially all of the Company's
assets either directly or through one or more subsidiaries) in substantially the
same proportions as their ownership, immediately prior to such Corporate
Transaction of the outstanding Shares and the outstanding voting securities, as
the case may be, (ii) no Person (excluding any corporation resulting from such
Corporate Transaction or any employee benefit plan (or related trust) of the
Company or such corporation resulting from such Corporate Transaction)
beneficially owns, directly or indirectly, 20 percent or more of, respectively,
the then outstanding shares of common stock of the corporation resulting from
such Corporate Transaction or the combined voting power of the then outstanding
voting securities of such corporation except to the extent that such ownership
existed prior to the Corporate Transaction and (iii) at least a majority of the
members of

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the board of directors of the corporation resulting from such Corporate
Transaction were members of the Incumbent Board at the time of the execution of
the initial agreement, or of the action of the Board, providing for such
Corporate Transaction; or (d) approval by the stockholders of the Company of a
complete liquidation of the Company. The Committee shall determine whether a
Change of Control has occurred within the herein meaning and shall determine
whether any such Change of Control has been approved, recommended or supported
by the Board of Directors of the Company, and its determination shall be final
and conclusive.

            (e) "Change of Control Price" shall mean, the higher of (i) the
highest reported sales price of a Share in any transaction reported on the New
York Stock Exchange during the 60-day period prior to and including the date of
the approval by the stockholders of the Company of such merger, sale of assets
or dissolution or the occurrence of the Change of Control and (ii) if the Change
of Control is the result of a tender or exchange offer, the highest price per
Share paid in such tender or exchange offer; provided, however, that in the case
of an Option which is held by a Participant who is subject to Section 16(b) of
the Exchange Act and was granted within six months of the occurrence of a Change
of Control, then the Change of Control Price for such Option shall be the Fair
Market Value of the Stock on the date such Option is canceled.

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

            (g)   "Company" means Weatherford Enterra, Inc., a Delaware
corporation, or any successor thereto.

            (h) "Director" means any individual who is a member of the Board of
Directors of the Company.

            (i) "Disability" means a permanent and total disability, within the
meaning of Code Section 22(e)(3).

            (j) "Employee" means any full-time, non-union, salaried employee of
the Company. For purposes of the Plan, an individual whose only employment
relationship with the Company is as a Director shall not be deemed to be an
Employee.

            (k) "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, or any successor act thereto.

            (l) "Fair Market Value" means the average of the high and low sales
prices per Share (as reported on the New York Stock Exchange on the relevant

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measuring date, or if there were no sales on the New York Stock Exchange on that
date, then as of the next following date on which there were sales).

            (m) "Non-employee Director" means any individual who is a member of
the Board of Directors of the Company, but who is not otherwise an Employee of
the Company.

            (n) "Non-qualified Stock Option" or "NQSO" means an option to
purchase Shares, granted under Article 6 herein.

            (o)   "Option" means a Non-qualified Stock Option granted under the
Plan.

            (p)   "Option Price" means the price at which a Share may be
purchased under an Option.

            (q) "Participant" means a Non-employee Director of the Company who
has outstanding a viable Award granted under the Plan.

            (r) "Retirement" means retirement from the Board in accordance with
any retirement policy then in effect as respects Non-employee Directors.

            (s)   "Shares" means the shares of common stock, $0.10 par value,
of the Company.

ARTICLE 3.   ADMINISTRATION

      3.1 THE BOARD OF DIRECTORS. The Plan shall be administered by the
Compensation and Stock Plans Committee (the "Committee") of the Board of
Directors of the Company, subject to the restrictions set forth in the Plan. If
the Committee is not composed solely of two or more "Non-Employee Directors" (as
defined in Rule 16b-3 of the Exchange Act) of the Company, then such additional
or different persons shall be appointed by the Board of Directors to act for
purposes of administering the Plan so that the Committee administering the Plan
shall be composed solely of two or more "NonEmployee Directors".

      3.2 ADMINISTRATION BY THE BOARD OF DIRECTORS. The Board shall have the
full power, discretion and authority to interpret and administer the Plan in a
manner which is consistent with the Plan and Rule 16b-3. However, in no event
shall the Board have the power to determine Plan eligibility, or to determine
the number, the value, the vesting period or the timing of Awards to be made
under the Plan (all such determinations are automatic pursuant to the provisions
of the Plan).

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      3.3 DECISIONS BINDING. All determinations and decisions made by the Board
pursuant to the provisions of the Plan, and all related orders or resolutions of
the Board shall be final, conclusive and binding on all persons, including the
Company, its shareholders and employees, the Participants and their estates and
beneficiaries.

ARTICLE 4.   SHARES SUBJECT TO THE PLAN

      4.1 NUMBER OF SHARES. Subject to adjustment as provided in Section 4.3
herein, the total number of Shares with respect to which Options may be granted
shall not exceed 48,500.

      4.2 SHARE COUNTING. For purposes of determining at any time the number of
Shares that remain available for grant under this Plan, the number of Shares
then authorized pursuant to Section 4.1 of the Plan shall be (i) decreased by
the "gross" number of Shares issued pursuant to exercised Awards, (ii) decreased
by the "gross" number of Shares issuable pursuant to outstanding unexercised
Awards, and (iii) increased by the difference between the "gross" number of
Shares and the "net" number of Shares issued pursuant to exercised Awards. As
used herein, the "gross" number of Shares refers to the maximum number of Shares
that may be issued upon the exercise of an Award. The "net" number of Shares
refers to the net number of Shares actually issued to an Award holder upon
exercise of an Award, after reducing the "gross" number of Shares by the number
of Shares tendered back to the Company in payment of the Award's exercise price
for the satisfaction of any tax payment obligation. If a Participant shall
forfeit, voluntarily surrender or otherwise permanently lose his or her right to
exercise and Award under any provisions of this Plan or otherwise, or if any
Award shall terminate or expire pursuant to its terms, the Shares subject to the
Award shall once again be available to be awarded and sold under this Plan
pursuant to a new Award grant hereunder.

      4.3 ADJUSTMENTS IN AUTHORIZED SHARES. In the event of any merger,
reorganization, consolidation, recapitalization, separation, liquidation, stock
dividend, split-up, combination of Shares or other change in the corporate
structure of the Company affecting the Shares, the Board may make such
adjustments to outstanding Awards as may be determined to be appropriate and
equitable by the Board in its sole discretion, to prevent dilution or
enlargement of rights; provided, however, that no such adjustment shall be made
if the adjustment may cause the Plan to fail to comply with the "formula award"
exception for grants of Awards to Directors, as set forth in Rule 16b-
3(c)(ii)(A) of the Exchange Act.

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ARTICLE 5.   ELIGIBILITY AND PARTICIPATION

      5.1 ELIGIBILITY. Persons eligible to participate in the Plan are limited
to Non- employee Directors who are serving on the Board on the date of each
scheduled grant under the Plan.

      5.2 ACTUAL PARTICIPATION. All eligible Non-employee Directors shall
receive grants of Options pursuant to the terms and provisions set forth in
Article 6 herein.

ARTICLE 6.   NON-QUALIFIED STOCK OPTIONS

      6.1   INITIAL GRANT OF OPTIONS.

            (a) For so long as the Plan is in effect and shares are available
for grant of Options, each individual who is a Non-employee Director on the
Effective Date shall be granted an Option to purchase 2,500 Shares.

            (b) For so long as the Plan is in effect and shares are available
for the grant of Options, any individual who becomes a Non-employee Director
after the Effective Date shall be granted an Option to purchase 2,500 Shares
upon his or her election or appointment as director.

      6.2 SUBSEQUENT GRANTS OF OPTIONS. For so long as the Plan is in effect and
shares are available for the grant of Options, on the day following each annual
meeting of stockholders, beginning with the meeting after the Effective Date,
each Non-employee Director shall be granted an Option to purchase 2,000 Shares.

      6.3 LIMITATION ON GRANT OF OPTIONS. Other than those grants of Options set
forth in Section 6.1 and 6.2 herein, no additional Options shall be granted
under the Plan.

      6.4 OPTION AWARD AGREEMENT. Each Option grant shall be evidenced by an
Award Agreement that shall specify the Option Price, the duration of the Option,
the number of Shares available for purchase under the Option and such other
provisions as the Board shall determine.

      6.5 OPTION PRICE. The purchase price per Share available for purchase
under an Option shall equal the Fair Market Value of a Share on the date the
Option is granted.

      6.6 DURATION OF OPTIONS. Except as otherwise provided herein, each Option
shall expire on the tenth (10th) anniversary date of its grant.

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      6.7   VESTING AND EXERCISABILITY OF SHARES SUBJECT TO OPTION.

            (a) Subject to the terms of the Plan, Options granted pursuant to
Sections 6.1 and 6.2 hereof shall vest and become exercisable six (6) months
after the date of grant, provided that the Participant is serving as a Director
on the vesting date.

            (b) Regardless of the vesting schedule set forth hereinabove, all
Options held by a Participant shall immediately become 100 percent vested and
exercisable upon the first to occur of the following events, provided that he or
she is then serving as a Director:

                  1)     The death of the Participant;

                  2)     The Disability of the Participant;

                  3)     The Retirement of the Participant; or

                  4)     The effective date of a Change in Control of the
                         Company;

provided, however, that in the discretion of the Committee, on a case-by-case
basis, the options may become 100 percent vested and exercisable in the event a
Participant (a "withdrawing Non-employee Director") terminates his or her
service as a member of the Board (A) for reasons of personal or financial
hardship; (B) to serve in any governmental, diplomatic or any other public
service position or capacity; (C) to avoid or protect against a conflict of
interest of any kind; (D) on the advice of legal counsel; or (E) for any other
extraordinary circumstance that the Board determines to be comparable to the
foregoing. The withdrawing Non-employee Director shall abstain from
participating in any determination made by the Committee with respect to any
matter relating to the foregoing.

      6.8   TERMINATION OF DIRECTORSHIP.

            (a) In the event a Participant ceases to be a Director for any
reason other than death, Disability or Retirement, all Options not vested as of
the effective date of such cessation shall be forfeited and shall revert back to
the Company (with no further vesting to occur). All Options which are vested as
of such date shall remain exercisable for six (6) months following the date on
which the Director's service on the Board of Directors terminates, or until
their expiration date, whichever period is shorter.

            (b) In the event a Participant ceases to be a Director by reason of
his or her death, all Options shall remain exercisable at any time prior to
their expiration date, or for one (1) year after the date of death, whichever
period is shorter, by such persons

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that have acquired the Participant's rights under the Option by will or by the
laws of descent and distribution.

            (c) In the event a Participant ceases to be a Director by reason of
his or her Disability or Retirement, all Options shall remain exercisable at any
time prior to their expiration date, or for one (1) year after the effective
date of such cessation, whichever period is shorter, by the Participant.

      6.9   EXERCISE OF OPTIONS.

            (a) Options shall be exercised by the delivery of a written notice
of exercise to the Secretary of the Company, setting forth the number of Shares
with respect to which the Option is to be exercised, accompanied by full payment
for the Shares. The date of the notice letter shall be the "Notice Date".

            (b) The Option Price upon exercise of any Option shall be payable to
the Company in full (a) in cash or its equivalent, (b) with previously acquired
Shares having a Fair Market Value at the time of exercise equal to the total
Option Price (provided that the Shares tendered upon Option exercise have been
held by the Participant for at least six (6) months prior to their tender to
satisfy the Option Price, and provided further that at the time of exercise the
Company has unrestricted earned surplus in an amount not less than the Option
Price of such Shares, all accrued cumulative preferential dividends and other
current preferential dividends on all outstanding preferred stock of the Company
have been fully paid, the reacquisition or exchange between the Company of its
own Shares for such purpose is permitted by applicable law and without the
consent of stockholders and the Board shall have adopted a resolution, which
remains in full force and effect, authorizing such reacquisition of Shares), (c)
by a combination of (a) and (b). Alternatively, subject to the provisions of
Rule 16b-3 of the Exchange Act, payment of the Option Price may be made by the
Participant's delivering to the Company the exercise notice together with
irrevocable instructions to a broker to promptly deliver to the Company an
amount equal to the Option Price of such Shares, such amount being either from
loan proceeds or from the sale of the Shares to be issued to the Participant.

      6.10 RESTRICTIONS ON SHARE TRANSFERABILITY. The Board shall impose such
restrictions on any Shares acquired pursuant to the exercise of an Option under
the Plan as it may deem advisable, including without limitation, restrictions
under applicable Federal securities laws, under the requirements of any stock
exchange or market upon which such Shares are then listed and/or traded, and
under any blue sky or state securities laws applicable to such Shares; provided,
however, that no such restrictions shall be imposed if the restriction could
result in the failure to comply with the "formula award" exception for grants of
Awards to Directors, as set forth in Rule 16b-3(c)(ii)A) of the Exchange Act.

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      6.11 NON-TRANSFERABILITY OF OPTIONS. No Option granted under the Plan may
be sold, transferred, pledged, assigned or otherwise alienated or hypothecated,
other than by will or by the laws of descent and distribution. Further, all
Options granted to a Participant under the Plan shall be exercisable during his
lifetime only by such Participant.

ARTICLE 7.  CHANGES IN THE COMPANY'S CAPITAL STRUCTURE.

      The existence of outstanding Options shall not affect in any way the right
or power of the Company or its stockholders to make or authorize all
adjustments, recapitalizations, reorganizations or other changes in the
Company's capital structure or its business, or any merger or consolidation of
the Company, or any issue of bonds, debentures, preferred or prior preference
stock ahead of or affecting the Shares or the rights thereof, or the dissolution
or liquidation of the Company, or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise.

      If the Company shall effect a subdivision or consolidation of Shares or
other capital readjustment, the payment of a stock dividend, or other increase
or reduction of the number of Shares outstanding, without receiving compensation
therefor in money, services or property, then (a) the number, class and per
share price of Shares subject to outstanding Options hereunder shall be
appropriately adjusted in such a manner as to entitle a Participant to receive
upon exercise of an Option, for the same aggregate cash consideration, the same
total number and class of Shares as he would have received had he exercised his
Option in full immediately prior to the event requiring the adjustment; and (b)
the number and class of Shares then reserved for issuance under the Plan shall
be adjusted by substituting for the total number and class of Shares then
reserved that number and class of Shares that would have been received by the
owner of an equal number of outstanding Shares of each class of stock as the
result of the event requiring the adjustment.

      Notwithstanding any other provision of this Article 7, if a Change of
Control occurs, the Participant shall have the right, within 60 days after the
occurrence of such Change of Control, to elect to surrender all or part of such
Options outstanding, irrespective of whether such Options are then exercisable,
in exchange for a cash payment by the Company in an amount equal to the number
of Shares subject to the Option held by such Participant multiplied by the
difference between the Change of Control Price and the Option Price of a
particular Option; provided, however, that if the occurrence of an event
specified herein is within six months after the date of grant of a particular
Option held by a Participant who is subject to Section 16(b) of the Exchange
Act, any cash payment to the Participant shall be made on the day which is six
months and one day after the date of grant of such Option. Notwithstanding the
foregoing, if any

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right granted pursuant to the foregoing would make any of the occurrences
specified above ineligible for pooling of interests accounting treatment under
APB No. 16 that but for this provision would otherwise be eligible for such
accounting treatment, the Participant shall receive Shares with a Fair Market
Value equal to the cash that would otherwise be payable hereunder in
substitution for the cash. If a Participant does not elect to surrender all
outstanding Options for a cash payment (or Shares) as provided above, such
Options, or replacement or substitution Options to be issued by the surviving or
acquiring corporation, shall become fully exercisable, to the extent they are
not, and shall remain exercisable for seven months after the Participant's
termination of the Non- employee Director's term or until the stated expiration
of the term of the Option, whichever is shorter. In the event that the
consideration offered to stockholders of the Company in any transaction
described in this paragraph consists of anything other than cash, the Committee
shall determine the fair cash equivalent of the portion of the consideration
offered which is other than cash.

ARTICLE 8.   AMENDMENT, MODIFICATION AND TERMINATION

      8.1 Subject to the terms set forth in this Section 8.1, the Board may
amend, modify or terminate the Plan at any time from time to time, provided,
however, that the provisions set forth in the Plan regarding the amount of
securities to be awarded to Directors, the price of securities awarded to
Directors and the timing of awards to Directors, may not be amended more than
once within any six (6) month period, other than to comport with changes in the
Code, the Employee Retirement Income Security Act of 1974, as amended from time
to time, or the rules thereunder.

      8.2 Without the approval of the stockholders of the Company (as may be
required by the Code, by the insider trading rules of Section 16 of the Exchange
Act, by any national securities exchange or system on which the Shares are then
listed or reported, or by a regulatory body having jurisdiction with respect
thereto) no such amendment, modification or termination may:

            (a) increase the total number or value of Shares which may be
available for grant of Awards under the Plan, except as provided in Section 4.3
herein; or

            (b) change of the class of Participants eligible to participate in
the Plan; or

            (c) materially increase the cost of the Plan or materially increase
the benefits accruing to Participants.

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      8.3 Unless required by law, no amendment, modification or termination of
the Plan shall in any manner adversely affect any Award previously granted under
the Plan, without the written consent of the Participant holding the Award.

      8.4 No Award shall be granted pursuant to the Plan after March 15, 2005.

ARTICLE 9.   MISCELLANEOUS

      9.1 GENDER AND NUMBER. Except where otherwise indicated by the context,
any masculine term used herein also shall include the feminine, the plural shall
include the singular and the singular shall include the plural.

      9.2 SEVERABILITY. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.

      9.3 NO RIGHT OF NOMINATION. Nothing in the Plan shall be deemed to create
any obligation on the part of the Board to nominate any Director for reelection
by the Company's stockholders.

      9.4 SHARES AVAILABLE. The Shares made available pursuant to Awards under
the Plan may be either authorized but unissued Shares or Shares which have been
or may be reacquired by the Company, as determined from time to time by the
Board.

      9.5 ADDITIONAL COMPENSATION. Shares granted under the Plan shall be in
addition to any annual retainer, attendance fees or other compensation payable
to each Participant as a result of his service on the Board.

      9.6   REQUIREMENTS OF LAW.

            (a) The granting of Awards under the Plan shall be subject to all
applicable laws, rules and regulations, and to such approvals by any
governmental agencies or national securities exchanges as may be required. The
Company shall not be required to sell or issue any Shares under any Option if
the issuance of such Shares shall constitute or result in a violation by the
Participant or the Company of any provision of any law, statute or regulation of
any governmental authority. Specifically in connection with the Securities Act
of 1933, as now in effect or hereafter amended (the "Securities Act"), upon
exercise of any Option, the Company shall not be required to issue such Shares
unless the Committee has received evidence satisfactory to it to the effect that
the holder of such Option will not transfer such Shares except pursuant to a
registration statement in effect under such Act or unless an opinion of counsel
satisfactory

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to the Company has been received by the Company to the effect that such
registration is not required. Any determination in this connection by the
Committee shall be final, binding and conclusive.

            (b) The Company may, but shall in no event be obligated to, register
any securities covered hereby pursuant to the Securities Act.

            (c) The Company may imprint the following legend or any other legend
which counsel for the Company considers necessary or advisable to comply with
the Securities Act:

      "The shares of stock represented by this certificate have not been
      registered under the Securities Act of 1933 or under the securities laws
      of any State and may not be sold or transferred except upon such
      registration or upon receipt by the Corporation of an opinion of counsel
      satisfactory to the Corporation, in form and substance satisfactory to the
      Corporation, that registration is not required for such sale or transfer."

            (d) The Company shall not be obligated to take any other affirmative
action in order to cause the exercise of an Option or the issuance of Shares
pursuant thereto to comply with any law or regulation of any governmental
authority.

      9.7 GOVERNING LAW. To the extent not preempted by federal law, the Plan
and all agreements hereunder, shall be construed in accordance with and governed
by the laws of the State of Delaware.

      9.8 INDEMNIFICATION OF THE COMMITTEE AND THE BOARD. With respect to
administration of the Plan, the Company shall indemnify each present and future
member of the Committee and the Board of Directors against, and each member of
the Committee and the Board of Directors shall be entitled without further act
on his or her part to indemnity from the Company for, all expenses (including
the amount of judgments and the amount of approved settlements made with a view
to the curtailment of costs of litigation, other than amounts paid to the
Company itself) reasonably incurred by him or her in connection with or arising
out of any action, suit, or proceeding in which he or she may be involved by
reason of his or her being or having been a member of the Committee and the
Board of Directors, whether or not he or she continues to be such member of the
Committee and the Board of Directors at the time of incurring such expenses;
provided, however, that such indemnity shall not include any expenses incurred
by any such member of the Committee and the Board of Directors (i) in respect of
matters as to which he or she shall be finally adjudged in any such action, suit
or proceeding to have been guilty of gross negligence or willful misconduct in
the performance of his or her duty as such member of the Committee and the Board
of

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Directors, or (ii) in respect of any matter in which any settlement is effected,
to an amount in excess of the amount approved by the Company on the advice of
its legal counsel; and provided further, that no right of indemnification under
the provisions set forth herein shall be available to or enforceable by any such
member of the Committee and the Board of Directors unless, within 60 days after
institution of any such action, suit or proceeding, he or she shall have offered
the Company, in writing, the opportunity to handle and defend same at its own
expense. The foregoing right of indemnification shall inure to the benefit of
the heirs, executors or administrators of each such member of the Committee and
the Board of Directors and shall be in addition to all other rights to which
such member of the Committee and the Board of Directors may be entitled as a
matter of law, contract or otherwise.

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