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                                                                    Exhibit 10.9







                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                           OF DRESSER INDUSTRIES, INC.



                             EFFECTIVE JUNE 1, 1995


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                      SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                            OF DRESSER INDUSTRIES, INC.


     Dresser Industries, Inc. hereby amends by restatement the Supplemental
Executive Retirement Plan of Dresser Industries, Inc., effective June 1, 1995,
upon the following terms and conditions:

                                    ARTICLE I
                                   DEFINITIONS

     The words and phrases defined hereinafter shall have the following meaning:

     SECTION 1.1.   ACTUARIAL EQUIVALENT. An amount of equal value determined by
using the interest factor and other appropriate actuarial assumptions used in
the latest annual actuarial valuation of the Pension Plan.  In the event the
Pension Plan is formally terminated, the actuarial assumptions shall be those
specified in Code section 417(e)(3)(A).

     SECTION 1.2.   BOARD.  The Board of Directors of Dresser Industries, Inc.

     SECTION 1.3.   CODE.  The Internal Revenue Code of 1986, as amended.

     SECTION 1.4.   COMMITTEE.  The Executive Compensation Committee of the
Board.

     SECTION 1.6.   DB PLANS.  The Pension Plan as defined in Section 1.10 and
the Related Plans as defined in Section 1.12.

     SECTION 1.7.   DC PLAN.  The Dresser Industries, Inc. Retirement Savings
Plan-A.

     SECTION 1.8.   COMPANY.  Dresser Industries, Inc.


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     SECTION 1.9.   EXECUTIVE.  An individual who is employed by the Company and
has attained the position of Corporate Vice President or any higher position,
Division President, or Group President.   The term "Executive" also shall
include any individual found by the Committee to have been employed by the
Company or an entity partially or wholly owned by the Company in an equivalent
position and declared eligible for this Plan.

     SECTION 1.10.  PENSION PLAN.  The Dresser Industries, Inc. Consolidated
Salaried Retirement Plan, as frozen May 31, 1995.

     SECTION 1.11.  PLAN.  The "Supplemental Executive Retirement Plan of
Dresser Industries, Inc.", as set forth herein.

     SECTION 1.12.  RELATED PLAN.  Any Company sponsored qualified defined
benefit pension plan (which may or may not be terminated) for nonunion salaried
employees, other than the Pension Plan.

     SECTION 1.13.  ERISA.  The Employee Retirement Income Security Act of 1974,
as amended.





                                   ARTICLE II
                                 PURPOSE OF PLAN

     SECTION 2.1.   PURPOSE.  The purpose of the Plan is to assure that eligible
Executives do not suffer a diminution of retirement benefits (1) as a
consequence of having participated in the Company's Deferred Compensation Plan,
(2) as a consequence of the freezing of the Pension Plan, or (3) as a
consequence of service with a joint venture company.  This is an unfunded plan
described in sections 201(2), 301(a)(3), and 401(a)(1) of ERISA.


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                                   ARTICLE III
                                   ELIGIBILITY

     SECTION 3.1.   GENERAL ELIGIBILITY.  An Executive shall be covered by this
Plan if he is covered as an active or inactive participant under the Pension
Plan, Related Plan, or DC Plan, and became a participant in the Pension Plan,
Related Plan or DC Plan when he first became eligible to participate in such
plans.

     Furthermore, an employee who has been an employee of a Dresser joint
venture company shall be covered for purposes of protecting pension benefits to
the extent provided in Section 4.2.

     Notwithstanding any other provision of this Plan, no employee of MWK
Acquisition Company or the M. W. Kellogg Company, or any beneficiary of such
employee, shall be eligible to receive benefits under this Plan.

     SECTION 3.2.   ELIGIBILITY FOR BASIC BENEFIT.  An Executive or former
Executive (or his spouse or beneficiary) shall be eligible for a benefit
determined under Section 4.1, under the following circumstances:

     (a)  The Executive dies while employed, or becomes disabled under
circumstances that would entitle him to Disability Benefits under the Pension
Plan (or similar provisions of a Related Plan or DC Plan that are applicable to
him); or

     (b)   The Executive or former Executive meets all the following
requirements:

          (1)  He has earned five years of service as an Executive during the
ten-year period ending on his retirement date;

          (2)  His retirement occurs after Age 55; and

          (3)  If he retires before Age 65, his retirement has been approved by
the Committee.

     SECTION 3.3.   SPOUSES AND BENEFICIARIES.  The extent of a surviving
spouse's or beneficiary's eligibility to receive benefits



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after an Executive's death is determined by the eligibility of the Executive for
Plan coverage under Section 3.1 and Section 3.2(a).

                                   ARTICLE IV
                                    BENEFITS

     SECTION 4.1.   AMOUNT OF BASIC BENEFITS.  The amount of the benefit payable
under this Section 4.1, if any, shall be determined as follows:

     STEP (1)  DETERMINATION OF THE RETIREMENT INCOME AMOUNT.  Compute the
Executive's monthly pension benefit in a life-only form under the Normal
Retirement formula of the Pension Plan (assuming there had been no curtailment
of benefits under that plan as of May 31, 1995, and, in the part of the formula
related to Covered Compensation, treating all compensation as if it were in
excess of Covered Compensation rather than treating part of the compensation as
being total and part as in excess of Covered Compensation), excluding (a) the
reduction for Social Security Pension, (b) the reduction for amounts payable
under an annuity purchased upon termination of a prior plan described in Section
4.01(d) of the Pension Plan, (c) the pensionable compensation limitations in the
Pension Plan and (d) the benefit limitations described in Code section 415 and
Code section 401(a)(17).  For purposes of the computation, compensation shall
include in the respective years accrued, all amounts deferred under the
Company's Deferred Compensation Plan; provided, however, that if the Executive
at the time of retirement is not serving in an eligible position, only amounts
with respect to periods he was in such a position will be included as
compensation. Compensation also shall include compensation from Dresser
Industries, Inc.


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     STEP (2) DETERMINATION OF BENEFITS USED IN SATISFYING THE RETIREMENT INCOME
AMOUNT.  With respect to the Executive, determine the sum of:

     (a)  his monthly pension computed under the Pension Plan and any Related
Plan,

     (b)  the Actuarial Equivalent of his account under the DC Plan,

     (c)  his monthly pension payable under the ERISA Excess Benefit Plan for
Dresser Industries, Inc. (including the Actuarial Equivalent of benefits related
to the DC Plan),

     (d)  his monthly pension payable under the ERISA Compensation Limit Benefit
Plan for Dresser Industries, Inc. (including the Actuarial Equivalent of
benefits related to the DC Plan),

     (e)  the amount of the primary monthly Social Security Pension as defined
in the Pension Plan, which he is entitled to receive, or if not then eligible,
to which he will be entitled at age 65 (reduced proportionately if the Executive
has less than 35 years of Credited Service),

     (f)  his "monthly pension equivalent annuity credit" (as described below);
and

     (g)  the Actuarial Equivalent of any benefits related to the DC Plan under
Section 4.3.

     STEP (3) DETERMINATION OF THE BENEFIT (IF ANY) PAYABLE UNDER THIS SECTION
4.1.  If the amount determined in Step 1 exceeds the amount determined in Step
2, the difference will be paid under this Plan normally as a monthly benefit. If
the amount determined in Step 1 does not exceed the amount determined in Step 2,
no benefit is payable under this Section 4.1.

     The Executive's "monthly pension equivalent annuity credit" will be the
amount of monthly pension calculated on an Actuarial


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Equivalent basis at the Executive's attained age, from an amount equal to the
sum of:

     (a)  1.33 times the dollar amount of all pension equivalent credits to his
account under the Company's Deferred Compensation Plan as of May 31, 1995;

     (b)  1.333 times the dollar amount of all dividend equivalents credited to
the Executive's account under the Company's Deferred Compensation Plan, with
respect to Unit Shares credited as a result of such pension equivalents (and
earlier dividend equivalents thereon).

     (c)  The Basic Contributions and Pension Equalizer Contributions that would
have been made after May 31, 1995, to the Executive's Account under the DC Plan,
the ERISA Excess Benefit Plan for Dresser Industries, Inc., and the ERISA
Compensation Limit Plan for Dresser Industries, Inc., had the Executive not made
deferrals under the Company's Deferred Compensation Plan; and

     (d)  The earnings that would have been credited on the contributions
described in subparagraph (c) had such contributions been made to the
Executive's account in the Company's Deferred Compensation Plan.

     Should the Executive's regular pension be derived in whole or in part from
a Related Plan, or should the Executive have deferred amounts in the Deferred
Compensation Plan of the Company in cash units rather than Unit Shares,
appropriate adjustments in or to the above formula shall be made by the
Committee to carry out the intent inherent in such formula.

     If the Executive retires before attaining age 65, and/or receives benefits
in a form other than life-only, appropriate actuarial adjustments will be made
to such benefit in accordance with the actuarial adjustments used in the Pension
Plan for these situations, except that there will be no adjustment to the amount


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in paragraph (f) of step 2 and the only adjustment to the amount in paragraph
(e) of step 2 will be in the case of early retirement.

     SECTION 4.2.  RESTORATION OF DB PLAN BENEFITS LOST DUE TO TRANSFER TO A
JOINT VENTURE COMPANY.  For purposes of this Section 4.2 only, all amounts
payable in the form of a defined contribution benefit shall be converted, using
the appropriate actuarial basis as stated herein, to a benefit payable in the
form of a monthly life annuity.  After the benefit payable from this Plan in
respect of joint venture service has been determined, the Executive may elect to
receive it in a lump sum that is the Actuarial Equivalent of the monthly
benefit.

     If an Executive transfers to a joint venture company, this Plan shall pay
an additional benefit equal to the excess of (1) the benefit that the Executive
would have received from all of the Company's qualified and nonqualified defined
benefit pension plans, if participation under all of those plans had continued
uninterrupted  for the period during which the Executive is employed by the
joint venture company, and if such plans had not been curtailed, over (2) the
actual amounts payable from the combination of the Company's qualified and
nonqualified pension plans (including the Actuarial Equivalent amounts from or
related to the DC Plan) plus the joint venture company qualified and
nonqualified pension and capital accumulation plans as described below.

     For purposes of this Section 4.2, the joint venture company plans
considered and the bases for imputing pension amounts that are paid in the form
of a monthly life annuity from such plans for purposes of calculating the excess
described in the preceding paragraph shall be as follows:

*    Notwithstanding any distribution or any transfer of benefits to a defined
     contribution plan, all qualified defined benefit plans, ERISA excess
     defined benefit plans, and compensation


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     limit defined benefit plans, with monthly benefits assumed payable in the
     form of a single life annuity commencing at the same time as benefits
     commence under this Section 4.2.

*    All qualified defined contribution pension plan, ERISA excess defined
     contribution pension plan, and compensation limit defined contribution
     pension plan accumulations or book accruals resulting from contributions of
     the joint venture company along with investment gains or losses on such
     accumulations or accruals, excluding any amounts transferred from a defined
     benefit plan. For purposes of imputing the pension amount, the account
     balance or book accrual at the time benefits under this Section 4.2
     commence shall be converted to a single life annuity commencing at the same
     time as benefits commence under this Section 4.2 using the mortality and
     interest rate assumptions set out in such plan or, if such plan does not
     state such assumptions, then using the Actuarial Equivalent basis defined
     in Section 1.1 of this Plan.

*    All qualified 401(k) plan, ERISA excess 401(k) plan, or compensation limit
     401(k) plan accumulations or book accruals resulting from employer basic,
     matching, or equalizer contributions (but not employee deferral
     contributions) and investment earnings or losses credited to such
     contributions or accruals in such plans of the joint venture company. For
     purposes of imputing the pension amount, the account balance or book
     accrual at the time benefits under this Section 4.2 commence shall be
     converted to a single life annuity commencing at the same time as benefits
     commence under this Section 4.2, using the Actuarial Equivalent basis
     defined in Section 1.1 of this Plan.

     SECTION 4.3.   AMOUNT OF BENEFIT RELATED TO THE DC PLAN.  For purposes of
this Section 4.3, the Company shall establish a



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bookkeeping account for each Executive, that is tied to the respective
Executive's Account under Section 4.1 of the DC Plan.  The Company shall
allocate amounts to the respective bookkeeping accounts of Executives that are
not allocated to their Accounts under the DC Plan, the ERISA Compensation Limit
Benefit Plan for Dresser Industries, Inc., and the ERISA Excess Benefit Plan for
Dresser Industries, Inc., because the Executive deferred amounts under the
Company's Deferred Compensation Plan or because the Executive transferred to a
joint venture company as provided in Section 4.2.  The Company further shall
segregate the Executive accounts under this Plan into subaccounts that are tied
to the respective Executives' Pretax Contributions, Matching Contributions,
Basic Contributions, and Pension Equalizer Contributions under the DC Plan.  The
Company further shall accrue the same rate of investment return to these
subaccounts as earned on the Executives' respective subaccounts in the DC Plan.

     SECTION 4.4.   INDIVIDUAL EXCEPTION.  Due to the loss of retirement
benefits experienced because of departure from his prior employer, and as an
incentive to accept employment with the Company, the Company will provide George
Juetten a retirement benefit which is at least the Actuarial Equivalent of a
straight life annuity of $125,000 per year commencing at age 65.  To the extent
that the Actuarial Equivalent of this retirement benefit exceeds the Actuarial
Equivalent of the total amount payable to George Juetten from all of the
Company's defined contribution and defined benefit plans (both qualified and
nonqualified), then, notwithstanding the amount of benefits payable to George
Juetten under Sections 4.1-4.3 of this Plan, the balance of the promised benefit
shall be paid from this Plan, in accordance with the terms of Section 4.5.

     Notwithstanding the foregoing, no benefit shall be paid under this Section
4.4 if:


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     (a)  George Juetten terminates employment with the Company before earning
five (5) years of service; or

     (b)  George Juetten is terminated with cause (including, but not by way of
limitation, termination for unsatisfactory job performance, insubordination, or
failure to adhere to Company policy) after earning five (5) years of service,
but before earning fifteen (15) years of service.

     SECTION 4.5.   FORM OF BENEFIT RELATED TO DB PLANS.

     (a)  Regarding married Executives who die while employed, the form of
benefit shall be the Spouse's Death Benefit as provided in the Pension Plan or
the comparable benefit, if any, provided in a Related Plan (whichever is
applicable). If there is no comparable benefit under the Related Plan, no
benefit will be payable under this Plan with respect to service under the
Related Plan.

     (b)  For Executives who retire, the form of benefit shall be the Standard
Benefit Form as provided in the Pension Plan or the comparable benefit provided
in a Related Plan, whichever is applicable. Provided, however, an Executive may
request payment in another form of benefit provided in the Pension Plan or a
comparable option in a Related Plan, that is different from the form in which he
will receive benefits under the Pension Plan or a Related Plan, in which case
the Committee shall in its sole discretion grant or deny such request. All forms
of benefit shall be calculated using the same factors as those used in
determining such forms of benefit under the Pension Plan or comparable benefit
provided under a Related Plan.

     (c)  If the benefit is to be paid in a lump-sum form of payment, the basic
principle is eligibility for payment in this form and the calculation of the
benefit from this Plan shall be determined using the criteria from the Pension
Plan or the Related Plan from which the lump sum under this Plan emanates.
Furthermore, the lump sum payable from this Plan shall restore the amount of


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lump sum otherwise payable from the Pension Plan, a Related Plan, or any
nonqualified pension plans of the Company, lost because actuarial conversion
factors of the various qualified and nonqualified plans of the joint venture
company are not the same as the Pension Plan.

     SECTION 4.6.   FORM OF BENEFIT RELATED TO THE DC PLAN.  Benefits under this
Plan that are tied to the DC Plan shall be payable in a lump sum to the
Employee, or to the Employee's DC Plan Beneficiary in the event of the
Employee's death.  The Employee may elect that Plan benefits be paid to another
person or in a different form authorized under the DC Plan.


     SECTION 4.7.   TIME OF BENEFIT PAYMENTS.  Benefits due under this Plan
shall be determined by the Committee at the time of the Executive's termination
of employment.  Except in the case of a lump-sum payment, such benefits shall be
paid by the Company monthly in advance.  In the case of a lump-sum payment, such
payment shall be made as closely as practicable to the time such payment would
be made if it were paid from the Pension Plan. Such payments shall be made by
the Company out of its general assets and shall not be funded in any manner.


                                    ARTICLE V
                             VESTING AND FORFEITURE

     SECTION 5.1.   VESTING.  No person shall have or vest in any benefits under
this Plan prior to the time such person becomes eligible under Section 3.2.  No
Executive (nor the spouse of such person) whose employment is terminated for
cause, as determined by the Committee, shall vest in any benefits under this
Plan, even if such termination is deemed a retirement under provisions of the
Pension Plan, a Related Plan or the DC Plan.


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     SECTION 5.2.   FORFEITURE.  The Committee may declare forfeited any or all
future benefits of an Executive (and/or his spouse) if the Committee in its sole
discretion determines that such person has taken or allowed any action that is
inimical to the best interest of the Company, including but not limited to
competing with or assisting others to compete with the Company.

                                   ARTICLE VI
                                 ADMINISTRATION

     SECTION 6.1.   DUTIES OF COMMITTEE.  This Plan shall be administered by the
Committee in accordance with its terms and purposes. The Committee shall have
the sole discretionary duty and authority to interpret the provisions of this
Plan (and any private letter agreement affecting an Executive's benefits under
the Plan) and determine the amount and manner of payments of the benefits due to
or on behalf of each Executive from this Plan and shall cause them to be paid
accordingly.

     SECTION 6.2.   FINALITY OF DECISIONS.  The decisions made and the actions
taken by the Committee in the administration of this Plan shall be final and
conclusive on all persons, and the members of the Committee shall not be subject
to individual liability with respect to this Plan.

                                   ARTICLE VII
                          CLAIMS AND APPEAL PROCEDURES

     SECTION 7.1.   PURPOSE.  The purpose of the claims and appeal provisions
set forth in Sections 7.1 through 7.11 is to secure the speedy, inexpensive
resolution of all disputes over Plan benefits and rights granted by the Plan.
These provisions shall be


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liberally construed so as to avoid litigation and its attendant expenses.

     SECTION 7.2.   CLAIMS PROCEDURE.  Each person who claims entitlement to any
right or benefit under the Plan ("claimant") may submit a claim with respect to
that benefit or right under the procedure set forth in the Dresser Industries,
Inc. Retirement Savings Plan-A.

     SECTION 7.3    APPEAL PROCEDURE.  When a claim has been or is deemed
denied, the claimant (hereinafter referred to as appellant) shall have the right
within 60 days after receipt of written notice thereof or the date the claim is
deemed denied to file an appeal with the Committee and to go through the appeal
procedure herein set forth.  All appeals shall be in writing, and shall set
forth the reasons why the appellant believes the decision denying his claim is
erroneous.  The Committee shall render a decision on the appeal in writing not
later than 60 days after receipt of the written appeal.

     The decision of the Committee shall be final and shall be binding upon the
appellant, his beneficiaries, heirs, and assigns and all other persons claiming
by, through or under him.

     A failure to file a claim and an appeal in the manner and within the time
limits set forth herein shall be deemed a failure by the aggrieved party to
exhaust his administrative remedies and shall constitute a waiver of the rights
or benefits sought to be established under the Plan.

     SECTION 7.4.   EXHAUSTION OF ADMINISTRATIVE REMEDIES.  No legal action to
recover Plan benefits or to enforce or to clarify rights under the Plan shall be
commenced under section 502(a)(1)(B) of ERISA, or under any other provisions of
law, whether or not statutory, unless and until the claimant first shall have
exhausted the claims and appeal procedures available to him hereunder in
Sections 7.1-7.3.  A claimant must raise all issues and present all


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theories relating to his claim to the Committee at one time.  Otherwise, the
claimant shall be deemed to have abandoned forever all issues and theories not
raised and presented to the Committee.

     SECTION 7.5.   LIMITATION ON ACTIONS.  Any suit brought to contest a
decision of the Committee shall be filed in a court of competent jurisdiction
within 1 year from receipt of written notice of the Committee's final decision
or from the date the appeal is deemed denied, and any suit not filed within this
1-year limitation period shall be dismissed by the court.  Service of legal
process shall be made upon the Plan by service upon the Committee.

     SECTION 7.6.   FEDERAL PREEMPTION.  All state law causes of action that
arise out of or relate to this Plan or to entitlement to rights or benefits
under the Plan shall be deemed to have been preempted by section 514 of ERISA.

     SECTION 7.7.   NO RIGHT TO JURY TRIAL; EVIDENCE.  In any suit contesting a
decision of the Committee, all issues of fact shall be tried by the court and
not by a jury.  No evidence may be introduced in court which was not previously
presented to the Committee and no evidence may be introduced to modify or
contradict the terms of the Plan document.

     SECTION 7.8.   SCOPE OF REVIEW.  The Committee shall have full
discretionary authority to interpret and apply the terms of this Plan document
and other relevant documents and relevant provisions of law, and deference shall
be afforded the Committee's decisions.  This grant of authority shall be broadly
construed and shall include the authority to find facts, to reach conclusions of
law, to interpret and apply ambiguous terms, and to supply missing terms
reasonably necessary to resolution of claims and appeals.  No finding of fact by
the Committee shall be set aside by a court unless the party contesting the
finding shall prove by clear and convincing evidence that the finding is
arbitrary and capricious.  No conclusion of law reached by the Committee shall
be reversed by


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a court unless the party contesting the conclusion shall demonstrate that the
Committee is guilty of manifest disregard of law.

     SECTION 7.9.   LIMITATION ON DAMAGES.  In any suit over Plan benefits or
rights, recovery shall be limited to the amount of benefits found due, without
interest, or to specific enforcement of rights established under the Plan, and
shall not include any other damages whether denominated incidental, special,
consequential, collateral, compensatory, exemplary, punitive or whatever.

     SECTION 7.10.  PARTICIPANT PLAN DATA.  The Committee may issue, or cause to
be issued, from time to time statements to employees, participants, retirees or
beneficiaries indicating eligibility, service or other data regarding their Plan
benefits.  If any such person wishes to challenge the accuracy of such data, the
person shall do so in the manner and within the time limits set forth above in
Sections 7.1-7.9.

     SECTION 7.11.  FINAL DETERMINATION OF RIGHTS AND BENEFITS.  After
termination of the Plan, the Committee may direct a final determination of the
rights and benefits of some or all persons having an interest in the Plan.  The
determination with respect to any person may be mailed to that person at his
last known address and that person may be given 90 days within which to
challenge the determination through the claims and appeal procedures set forth
in Sections 7.1-7.10.  The mailing of a copy of a determination to a person at
his last known address shall be deemed constructive receipt by that person of a
copy of the determination.  Any determination not challenged through the claims
and appeals procedures shall govern a person's rights under the Plan, and the
rights of any person claiming by, through or under him.


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                                  ARTICLE VIII
                            AMENDMENT AND TERMINATION

     SECTION 8.1.   AMENDMENT AND TERMINATION.  The Company intends to maintain
this Plan as long as it is appropriate. However, the Company reserves the right
to amend and/or terminate it at any time.


                                   ARTICLE IX
                                  MISCELLANEOUS

     SECTION 9.1.   NO EMPLOYMENT RIGHTS.  Nothing contained in this Plan shall
be construed as a contract of employment between the Company or any subsidiary
or joint venture company and any employee, or as a right of any employee to be
continued in the employment of the Company, or as a limitation of the right of
the Company to discharge any of its employees with or without cause.



     SECTION 9.2.   ASSIGNMENT.  The benefits payable under this Plan may not be
assigned or alienated.

                                   DRESSER INDUSTRIES, INC.

                                   By:        P. M. Bryant
                                   ----------------------------------------

                                   Title: V.P. - Human Resources



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