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                                                         (TRUST AS BENEFICIARY)
                                       
                            DRESSER INDUSTRIES, INC.
                      EXECUTIVE LIFE INSURANCE AGREEMENT

     THIS AGREEMENT is made as of this 18th day of December, 1997 between 
Dresser Industries, Inc. ("DII") and __________________________________  Bank 
N.A. (the "Trustee"), as trustee of the ________________________Trust (the 
"Trust") dated ________________.

     DII has established the Dresser Industries, Inc. Executive Life 
Insurance Program (the "Program"), effective as of February 1, 1998; and

     The Participant is an employee of DII and has been selected to 
participate in the Program by the Employee Benefits Committee (or in the case 
of Corporate Officers, the Executive Compensation Committee of the Board) of 
DII (collectively, the "Committee");                (the "Participant") has 
irrevocably assigned all rights and benefits under the Program to the 
Trustee; and

     The owner of life insurance policy number _________________ (the 
"Insurance Contract") issued by ITT Hartford Life and Annuity Insurance 
Company (the "Insurance Company") on the Participant's life shall be DII; and

     DII is willing to assist in the payment of premiums under the Insurance 
Contract as provided in this Agreement; and

     DII is endorsing an interest in the death benefit proceeds of the 
Insurance Contract to the Trustee;

     In consideration of the mutual covenants and in this Agreement, DII and 
the Trustee agree as follows:

1.   INCORPORATION OF PROGRAM.  The Participant agrees to participate in the
     Program (as it may be amended from time to time) in accordance with its
     provisions.  The terms and conditions of the Program (as it may be amended
     from time to time) are incorporated into this Agreement in their entirety. 
     The terms and conditions of the Insurance Contract are incorporated into
     this Agreement 

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     in their entirety and the Program shall be subject to the terms of the 
     Insurance Contract in all respects.

2.   PAYMENT OF PREMIUMS.  

     (a)  BY DII.  DII shall pay to the Insurance Company the total annual
     premium rate required to maintain the Insurance Contract until the date
     this Agreement terminates under Section 6.  A portion of each such payment
     may be reported as imputed income includable as compensation in the
     Participant's gross income in accordance with federal, state, or local
     income tax laws.

     (b)  BY THE PARTICIPANT.  The Participant nor the Trustee shall not be
     required to pay any of the annual premiums on the Insurance Contract.

3.   INSURANCE CONTRACT BENEFICIARY DESIGNATION.  The right to designate and
     change the beneficiary of the Insurance Contract and to elect an optional
     mode of settlement is reserved to the Trustee.  The Trustee shall have the
     right to designate and change the beneficiaries and contingent
     beneficiaries and to elect an optional mode of settlement in writing
     subject to the interest of DII under Section 4, and DII will make the
     Insurance Contract available to the Trustee if required for endorsement,
     assignment, or a change of beneficiary.

4.   PAYMENT OF INSURANCE CONTRACT PROCEEDS IN EVENT OF DEATH.  DII is required
     to maintain a total life insurance benefit at least equal to the sum of: 

          (i)  the Recovery Amount; and 

          (ii) 2 times the sum of base pay (annual rate as of January 1 of the
          Program Year) and the annual incentive earned in the prior fiscal
          year, without regard for the bonus reserve (the "Participant
          Benefit").  

     If the Participant dies while the Insurance Contract and this Agreement are
     in force, the proceeds of the Insurance Contract will be payable as
     follows:

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     (a)  DII shall be entitled to the amount of the life insurance benefit
     proceeds equal to the aggregate amount of premium paid by DII pursuant to
     this Agreement, less any outstanding Insurance Contract loans received by
     DII prior to the death of the Participant and any interest accrued thereon
     (the "Recovery Amount").

     (b)  The beneficiary designated by the Trustee shall be entitled to the
     Participant Benefit.

     However, in no event shall the amount of (ii) above ever be reduced, 
except for the occurrence of one of the following events, and then the amount 
of (ii) above shall be one half of its amount the day prior to the occurrence 
of the event:

     -    Participant becomes totally disabled as determined or approved by the
          Committee,

     -    Participant voluntarily terminates employment after participating in
          this Program for at least five (5) Program Years, during the ten (10)
          Program Year period ending on his/her termination date, and terminates
          after age fifty-five (55) with ten (10) years of Dresser Industries,
          Inc. (or Dresser Joint Venture Company) service.

     -    Any other situation as determined or approved by the Committee.

5.   DII'S EXERCISE OF RIGHTS AS OWNER.  During the lifetime of the Participant
     and prior to the termination of this Agreement, DII may exercise any of its
     rights as Owner of the Insurance Contract without the consent of the
     Trustee.  If an Insurance Contract loan is made by DII, DII shall be
     responsible for the interest thereon and shall pay such interest as it
     becomes due.  The Insurance Contract shall be held by DII until the
     termination of this Agreement.

6.   TERMINATION OF AGREEMENT.  This Agreement shall terminate upon the first 
to occur of the following:

     (a) the termination date specified in written notice given by DII pursuant
     to Section 7(c);

     (b) the termination date specified in written notice given by the
     Participant pursuant to Section 7(c);

     (c) the date Participant terminates employment voluntarily; 

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     (d) the date of surrender of the Insurance Contract;

     (e) the date of the termination of Participants employment "for cause"
     (gross, willful or  intentional misconduct which causes harm to DII);

     (f) the date an employee does not maintain an eligible position within DII;
     or

     (g) the date of death of the Participant.

     If this Agreement terminates under 6(b), (c) or (f) above, the Participant
     may elect to have DII transfer the Insurance Contract to the Participant
     simultaneous to the occurrence of payment to DII by the Participant of the
     greater of the aggregate amount of the premium payments made by DII
     pursuant to this Agreement or the Insurance Contract cash surrender value. 
     If this Agreement terminates under 6(a) or (d) above, DII will immediately
     transfer ownership of the Insurance Contract to the Participant.

7.   AMENDMENT AND ASSIGNMENT OF AGREEMENT.  

     (a)  This Agreement shall not be modified or amended except in writing,
     signed by the Program Administrator and the Trustee.

     (b)  This Agreement is binding upon DII, its successors, the Participant
     (and the Participant's heirs, executors, administrators, and transferees),
     the Trustee and any Insurance Contract beneficiary.

     (c)  This Agreement may be terminated by either the Trustee or DII by 30
     days written notice to the other.

8.   TAXES.  DII makes no guarantees and assumes no obligation or responsibility
     with respect to the Participant's or Trustee's federal, state, or local
     income, estate, inheritance, or gift tax obligations, if any, under the
     Program, this Executive Life Insurance Agreement, or any Agreement or
     Insurance Contract entered into in connection with the Program.  DII may
     deduct from the amount of any 

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     benefits payable pursuant to this Executive Life Insurance Agreement any 
     tax required to be withheld by any federal, state or local government.

9.   PROGRAM YEAR.  For purposes of this agreement, each Program Year shall
     begin on January 1 (except for the first Program Year which shall begin on
     February 1) of each calendar year and end on December 31 of the same
     calendar year.

10.  PROGRAM ADMINISTRATOR.  The Committee shall be responsible for the
     interpretation, control and administration of the Program.  The Committee
     can delegate its responsibilities to the Vice President, Human Resources of
     DII.

11.  MISCELLANEOUS.  Nothing contained in this Agreement shall be construed as
     giving the Participant the right to be retained in the employment of DII,
     or to limit the power of DII to assign the Participant to other duties or
     responsibilities or to terminate the Program at any time.

12.  CHANGE OF CONTROL.  Upon Change of Control of DII, the Program shall
     continue for a period of at least five (5) years from the date of such
     event as if the Change of Control had not occurred.  Further, if a
     Participant's employment is terminated by reason of such event or is
     Constructively Terminated (reduction in the authority, duties,
     responsibilities of his position within five (5) years of the Change of
     Control), the Participant's Benefit shall continue for the remainder of the
     five (5) year period without reduction.  If a Participant becomes eligible
     for a reduced benefit under Section 4 any time during this five (5) year
     period (or would have become eligible if the Participant's employment had
     continued during this five (5) year period), then the Program shall
     continue for the life of the Participant at the reduced level described in
     Section 4. Change of Control is defined as:

     (a)  The sale of all or a majority of DII's assets;

     (b)  DII's liquidation or dissolution;

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     (c)  The purchase by any persons or entities of beneficial ownership of at
     least 30% of DII's common stock (or 30% of the combined voting power of
     DII's then outstanding voting securities entitled to vote generally in the
     election of directors);or,

     (d)  The approval by DII's stockholders of a reorganization, merger, or
     consolidation, the result of which is that the persons or entities which
     were stockholders immediately before the transaction do not own more than
     50% of the combined voting power of the surviving entity's then outstanding
     voting securities entitled to vote generally in the election of directors.

13.  STATE LAW.  This Agreement shall be subject to and construed in accordance
     with the laws of the State of Texas.



IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.






                                   By: 
                                       -------------------------------


------------------------------     -----------------------------------
WITNESS                            PARTICIPANT




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