<PAGE>

                                                                Exhibit 10.24


                                                                    Plan #194









                            DRESSER INDUSTRIES, INC.

                           RETIREMENT SAVINGS PLAN - A









                             EFFECTIVE MAY 31, 1995
<PAGE>
                              TABLE OF CONTENTS

                                                                            Page

ARTICLE 1 - INTRODUCTION AND MERGER PROVISIONS . . . . . . . . . . . . . . .   1

     Section 1.1.   Establishment of Plan. . . . . . . . . . . . . . . . . .   1
     Section 1.2.   Rules for Merger . . . . . . . . . . . . . . . . . . . .   1

ARTICLE 2 - JOINING THE PLAN . . . . . . . . . . . . . . . . . . . . . . . .   2

     Section 2.1.   Employees Eligible to Participate. . . . . . . . . . . .   2
     Section 2.2.   Initial Enrollment and Membership. . . . . . . . . . . .   3
     Section 2.3.   Transfers. . . . . . . . . . . . . . . . . . . . . . . .   4
     Section 2.4.   Recommencement by Former Employee. . . . . . . . . . . .   5
     Section 2.5.   Leased Employees . . . . . . . . . . . . . . . . . . . .   5
     Section 2.6.   Spinoff. . . . . . . . . . . . . . . . . . . . . . . . .   5

ARTICLE 3 - CONTRIBUTIONS. . . . . . . . . . . . . . . . . . . . . . . . . .   6

     Section 3.1.   Employee Contributions . . . . . . . . . . . . . . . . .   6
     Section 3.2.   Company Contributions. . . . . . . . . . . . . . . . . .   7
     Section 3.3.   Rollover Contributions . . . . . . . . . . . . . . . . .   9
     Section 3.4.   Employee Contribution Elections. . . . . . . . . . . . .   9
     Section 3.5.   Payment of Contributions to Trust. . . . . . . . . . . .  10
     Section 3.6.   Statutory Limitations and Disposition of
                    Excess.. . . . . . . . . . . . . . . . . . . . . . . . .  11
     Section 3.7.   Reemployed Veterans. . . . . . . . . . . . . . . . . . .  14

ARTICLE 4 - ACCOUNTS OF MEMBERS. . . . . . . . . . . . . . . . . . . . . . .  16

     Section 4.1.   Individual Account for Each Member . . . . . . . . . . .  16
     Section 4.2.   Separate Accounting. . . . . . . . . . . . . . . . . . .  17
     Section 4.3.   Benefits Not Assignable. . . . . . . . . . . . . . . . .  17

ARTICLE 5 - INVESTMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . .  19

     Section 5.1.   In General . . . . . . . . . . . . . . . . . . . . . . .  19
     Section 5.2.   Allocation of Contributions to
          Investment Options . . . . . . . . . . . . . . . . . . . . . . . .  19
     Section 5.3.   Transfer of Investments. . . . . . . . . . . . . . . . .  19
     Section 5.4.   Loans. . . . . . . . . . . . . . . . . . . . . . . . . .  20
     Section 5.5.   Named Fiduciary. . . . . . . . . . . . . . . . . . . . .  20

ARTICLE 6 - DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . .  21

     Section 6.1.   When Distribution May Be Made. . . . . . . . . . . . . .  21
     Section 6.2.   Forms of Distribution. . . . . . . . . . . . . . . . . .  21
     Section 6.3.   Elections Regarding Distribution . . . . . . . . . . . .  22
     Section 6.4.   Required Time for Distribution . . . . . . . . . . . . .  23
     Section 6.5.   Statutory Requirements Regarding
     Distribution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
     Section 6.6.   Distribution upon Death. . . . . . . . . . . . . . . . .  25
     Section 6.7.   Direct Rollover of Distribution. . . . . . . . . . . . .  26
     Section 6.8.   Facility of Payment. . . . . . . . . . . . . . . . . . .  28
     Section 6.9.   Forfeitures. . . . . . . . . . . . . . . . . . . . . . .  28
     Section 6.10.  Recovery of Payments Made by Mistake . . . . . . . . . .  29

ARTICLE 7 - WITHDRAWALS. . . . . . . . . . . . . . . . . . . . . . . . . . .  30

     Section 7.1.   Withdrawals from After-tax Account . . . . . . . . . . .  30


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                              TABLE OF CONTENTS

                                                                            Page

     Section 7.2.   Hardship Withdrawals . . . . . . . . . . . . . . . . . .  30

ARTICLE 8 - LOANS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33

     Section 8.1.   Eligibility for Loan . . . . . . . . . . . . . . . . . .  33
     Section 8.2.   Terms of Loan. . . . . . . . . . . . . . . . . . . . . .  33
     Section 8.3.   Accounting for Loans . . . . . . . . . . . . . . . . . .  35
     Section 8.4.   Administration of Loans. . . . . . . . . . . . . . . . .  35
     Section 8.5.   Preemption of Usury Laws . . . . . . . . . . . . . . . .  36
     Section 8.6.   Loans to Military Personnel. . . . . . . . . . . . . . .  36
     Section 8.7.   Disputes . . . . . . . . . . . . . . . . . . . . . . . .  36

ARTICLE 9 - VESTING AND SERVICE. . . . . . . . . . . . . . . . . . . . . . .  37

     Section 9.1.   Vesting. . . . . . . . . . . . . . . . . . . . . . . . .  37
     Section 9.2.   Service. . . . . . . . . . . . . . . . . . . . . . . . .  37

ARTICLE 10 - ADMINISTRATION OF THE PLAN. . . . . . . . . . . . . . . . . . .  40

     Section 10.1.  Appointment of the Committee . . . . . . . . . . . . . .  40
     Section 10.2.  Conduct of Committee Business. . . . . . . . . . . . . .  40
     Section 10.3.  Records and Reports of the Committee . . . . . . . . . .  40
     Section 10.4.  Fiduciary Duties . . . . . . . . . . . . . . . . . . . .  41
     Section 10.5.  Investment Responsibilities. . . . . . . . . . . . . . .  41
     Section 10.6.  Responsibilities of the Board, the
          Committee, and the Trustee . . . . . . . . . . . . . . . . . . . .  42
     Section 10.7.  Allocation or Delegation of Duties and
          Responsibilities . . . . . . . . . . . . . . . . . . . . . . . . .  44
     Section 10.8.  Procedure for the Allocation or
          Delegation of Fiduciary Duties . . . . . . . . . . . . . . . . . .  44
     Section 10.9.  Expenses . . . . . . . . . . . . . . . . . . . . . . . .  45
     Section 10.10. Indemnification. . . . . . . . . . . . . . . . . . . . .  45
     Section 10.11. Disputes . . . . . . . . . . . . . . . . . . . . . . . .  45
     Section 10.12. Claims Procedure . . . . . . . . . . . . . . . . . . . .  46
     Section 10.13. Appeal Procedure . . . . . . . . . . . . . . . . . . . .  47
     Section 10.14. Exhaustion of Administrative Remedies. . . . . . . . . .  49
     Section 10.15. Limitation on Actions. . . . . . . . . . . . . . . . . .  49
     Section 10.16. Federal Preemption . . . . . . . . . . . . . . . . . . .  49
     Section 10.17. No Right to Jury Trial; Evidence . . . . . . . . . . . .  50
     Section 10.18. Scope of Review. . . . . . . . . . . . . . . . . . . . .  50
     Section 10.19. Limitation on Damages. . . . . . . . . . . . . . . . . .  50
     Section 10.20. Member Plan Data . . . . . . . . . . . . . . . . . . . .  51
     Section 10.21. Advisors Not Fiduciaries . . . . . . . . . . . . . . . .  51

ARTICLE 11 - AMENDMENT, TERMINATION OR MERGER. . . . . . . . . . . . . . . .  52

     Section 11.1.  Amendment. . . . . . . . . . . . . . . . . . . . . . . .  52
     Section 11.2.  Termination. . . . . . . . . . . . . . . . . . . . . . .  52
     Section 11.3.  Merger . . . . . . . . . . . . . . . . . . . . . . . . .  53
     Section 11.4.  Representations Contrary to Plan . . . . . . . . . . . .  53

ARTICLE 12 - ESTABLISHMENT OF TRUST. . . . . . . . . . . . . . . . . . . . .  54

     Section 12.1.  Agreements of Trust. . . . . . . . . . . . . . . . . . .  54
     Section 12.2.  The Trustee. . . . . . . . . . . . . . . . . . . . . . .  54
     Section 12.3.  Trust Fund for Exclusive Benefit of
          Members of the Plan and Their Beneficiaries. . . . . . . . . . . .  55


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                              TABLE OF CONTENTS

                                                                            Page

     Section 12.4.  Refund of Certain Company Contributions. . . . . . . . .  55

ARTICLE 13 - TOP-HEAVY REQUIREMENTS. . . . . . . . . . . . . . . . . . . . .  57

     Section 13.1.  Top-Heaviness Determination. . . . . . . . . . . . . . .  57
     Section 13.2.  Effect of Top-Heaviness. . . . . . . . . . . . . . . . .  57

ARTICLE 14 - MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . .  59

     Section 14.1.  Employment Rights. . . . . . . . . . . . . . . . . . . .  59
     Section 14.2.  Headings . . . . . . . . . . . . . . . . . . . . . . . .  59
     Section 14.3.  Number and Gender. . . . . . . . . . . . . . . . . . . .  59
     Section 14.4.  Construction . . . . . . . . . . . . . . . . . . . . . .  59
     Section 14.5.  Adoption of Plan Contingent upon IRS
          Approval . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  59

ARTICLE 15 - GLOSSARY. . . . . . . . . . . . . . . . . . . . . . . . . . . .  61

     Section 15.1.  Account. . . . . . . . . . . . . . . . . . . . . . . . .  61
     Section 15.2.  Affiliated Company . . . . . . . . . . . . . . . . . . .  61
     Section 15.3.  After-tax Contribution . . . . . . . . . . . . . . . . .  62
     Section 15.4.  Basic Contribution . . . . . . . . . . . . . . . . . . .  62
     Section 15.5.  Beneficiary. . . . . . . . . . . . . . . . . . . . . . .  62
     Section 15.6.  Board. . . . . . . . . . . . . . . . . . . . . . . . . .  63
     Section 15.7.  Break in Service . . . . . . . . . . . . . . . . . . . .  63
     Section 15.8.  Code . . . . . . . . . . . . . . . . . . . . . . . . . .  63
     Section 15.9.  Committee. . . . . . . . . . . . . . . . . . . . . . . .  63
     Section 15.10. Company. . . . . . . . . . . . . . . . . . . . . . . . .  63
     Section 15.11. Date of Employment . . . . . . . . . . . . . . . . . . .  63
     Section 15.12. Date of Separation . . . . . . . . . . . . . . . . . . .  63
     Section 15.13. Disability . . . . . . . . . . . . . . . . . . . . . . .  64
     Section 15.14. Earnings . . . . . . . . . . . . . . . . . . . . . . . .  64
     Section 15.15. Effective Date . . . . . . . . . . . . . . . . . . . . .  65
     Section 15.16. Employee . . . . . . . . . . . . . . . . . . . . . . . .  65
     Section 15.17. ERISA. . . . . . . . . . . . . . . . . . . . . . . . . .  65
     Section 15.18. Former Member. . . . . . . . . . . . . . . . . . . . . .  65
     Section 15.19. Highly Compensated . . . . . . . . . . . . . . . . . . .  66
     Section 15.20. Investment Manager . . . . . . . . . . . . . . . . . . .  68
     Section 15.21. Investment Option. . . . . . . . . . . . . . . . . . . .  68
     Section 15.22. Limitation Year. . . . . . . . . . . . . . . . . . . . .  68
     Section 15.23. Matching Contribution. . . . . . . . . . . . . . . . . .  68
     Section 15.24. Member . . . . . . . . . . . . . . . . . . . . . . . . .  68
     Section 15.25. Non-grandfathered Member . . . . . . . . . . . . . . . .  68
     Section 15.26. Pension Equalizer Contribution . . . . . . . . . . . . .  69
     Section 15.27. Period of Service. . . . . . . . . . . . . . . . . . . .  69
     Section 15.28. Plan . . . . . . . . . . . . . . . . . . . . . . . . . .  69
     Section 15.29. Plan Year. . . . . . . . . . . . . . . . . . . . . . . .  69
     Section 15.30. Predecessor Plan . . . . . . . . . . . . . . . . . . . .  69
     Section 15.31. Pretax Contribution. . . . . . . . . . . . . . . . . . .  69
     Section 15.32. Test Compensation. . . . . . . . . . . . . . . . . . . .  69
     Section 15.33. Trust Agreement. . . . . . . . . . . . . . . . . . . . .  70
     Section 15.34. Trust Fund . . . . . . . . . . . . . . . . . . . . . . .  70
     Section 15.35. Trustee. . . . . . . . . . . . . . . . . . . . . . . . .  70

APPENDIX A -   CALCULATION OF PENSION EQUALIZER PERCENTAGE . . . . . . . . . A-1

APPENDIX B -   CALCULATION OF MEDISAVE CONTRIBUTIONS . . . . . . . . . . . . B-1


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                              TABLE OF CONTENTS

                                                                            Page

APPENDIX C -   TK VALVE & MANUFACTURING PLAN MERGER. . . . . . . . . . . . . C-1

APPENDIX D -   MERGER OF SAVINGS PLAN FOR EMPLOYEES OF BAROID CORPORATION
               WITH AND INTO THE DRESSER INDUSTRIES, INC. RETIREMENT
               SAVINGS PLANS . . . . . . . . . . . . . . . . . . . . . . . . D-1

APPENDIX E     MERGER OF WHEATLEY TXT CORP. EMPLOYEES' SAVINGS PLAN WITH
               AND INTO THE DRESSER INDUSTRIES, INC. RETIREMENT SAVINGS
               PLANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-1

APPENDIX F     MERGER OF AVA INTERNATIONAL CORP. 401K PLAN WITH AND INTO
               THE DRESSER INDUSTRIES, INC. RETIREMENT SAVINGS PLANS . . . . F-1














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<PAGE>

                                    ARTICLE 1

                       INTRODUCTION AND MERGER PROVISIONS

     SECTION 1.1.   ESTABLISHMENT OF PLAN.  Effective at midnight, May 31, 1995
("Effective Date"), Dresser Industries, Inc. establishes the Dresser Industries,
Inc. Retirement Savings Plan - A ("Plan-A" or "Plan").  Plan-A is a spinoff of
the Dresser Industries, Inc. Deferred Savings Plan, also known as Plan 145.  As
of the Effective Date and periodically thereafter, plans or portions of plans
shall be folded into Plan-A, as more particularly described in Appendices D
through F.  The Plan is intended to be a profit-sharing plan.

     SECTION 1.2.   RULES FOR MERGER.  The Dresser Industries, Inc. Employee
Benefits Committee may make rules consistent with the Code and regulations
thereunder, governing the transactions described in Section 1.1, including rules
which specify when and in what manner assets are to be transferred to Plan-A,
how they shall be invested initially, and how and when assets transferred to
Plan-A subsequently may be invested in Investment Options in accordance with the
Members' instructions.


                                       1

<PAGE>

                                    ARTICLE 2

                                JOINING THE PLAN

     SECTION 2.1.   EMPLOYEES ELIGIBLE TO PARTICIPATE.  An individual shall be
eligible to participate in the Plan, if he is an Employee as defined by this
Plan.

     For purposes of this Plan, an Employee is any person employed by the
Company who is compensated on a salaried basis and who is not:

     (a)  in a unit of employees covered by a collective bargaining agreement,
unless such collective bargaining agreement specifically provides for
participation in this Plan;

     (b)  a nonresident alien;

     (c)  employed by an operation located in Puerto Rico;

     (d)  a leased employee within the meaning of Code section 414(n); or

     (e)  covered under any other 401(k) plan or active defined benefit plan
sponsored by the Company or an Affiliated Company, until such time as the
individual is no longer working in covered employment as described in the other
plan.

     The Committee shall have the discretion to determine whether an individual
is compensated on a salaried basis and is an Employee described in this Plan.

     In the event that accounts are transferred from a Predecessor Plan to this
Plan, only accounts of individuals who are Employees as described above, or
former Predecessor Plan participants who, in the judgment of the Committee,
would have participated in the Plan had they not terminated employment before
the transfer, shall be transferred to this Plan.

     SECTION 2.2.   INITIAL ENROLLMENT AND MEMBERSHIP.  An Employee shall be
eligible to become a Member after completing three (3) months of Service (as
defined in Section 9.2).  The Employee shall


                                       2

<PAGE>

join the Plan on the first day of the month coincident with or next following
the date the Employee completes this Service.

      An Employee may enroll in the Plan by completing and delivering to the
Committee an enrollment and beneficiary designation form and by making the
initial investment and contribution elections in such manner as the Committee
may permit.  This information may be gathered electronically.

     An Employee who fails to complete these forms shall become a Member, and
receive Basic and Pension Equalizer Contributions (if applicable).  Such
Member's Beneficiary shall be determined as provided in Section 15.5, and such
Member's Account shall be invested in Investment Options, as provided in the
default procedure adopted by the Committee in accordance with Section 5.1.

     A participant in a Predecessor Plan who is an Employee shall become a
Member on the date the Predecessor Plan is merged into this Plan.  The Committee
shall determine which Investment Option under this Plan most closely resembles
an investment option under a Predecessor Plan, and a Member's  Account shall be
invested accordingly, until the Company receives different investment directions
from the Member.

     SECTION 2.3.   TRANSFERS.

     (a)  A person employed by the Company or an Affiliated Company who
transfers from an ineligible job classification to an eligible job
classification shall join the Plan on the date the person becomes an Employee,
unless the individual has earned less than three months of Service at the time
of the transfer. A person with less than three months of Service who is so
transferred shall join the Plan as provided in Section 2.2.

     (b)  Any person employed by the Company who transfers to a position which
makes that person ineligible to participate in the Plan shall cease
participation and become a Former Member, but shall not be considered to have
terminated employment.


                                       3

<PAGE>

     (c)  If a Member transfers to a position which makes that Member ineligible
to participate in this Plan but eligible under a similar plan (as determined by
the Committee) maintained by the Company or an Affiliated Company, such Member's
Account under this Plan shall be transferred to the similar plan in a trust-to-
trust transfer.

     (d)  Likewise, if an individual becomes a Member of this Plan in accordance
with Section 2.3(a), and was participating previously in a similar plan (as
determined by the Committee) maintained by the Company or an Affiliated Company,
this Plan shall accept a trust-to-trust transfer of his account from that Plan.
However, this Plan will not accept this transfer if the account is subject to
the survivor benefit requirements of Code section 417, unless such requirements
only apply to the portion of the account that is derived from contributions made
to a Predecessor Plan.

     SECTION 2.4.   RECOMMENCEMENT BY FORMER EMPLOYEE. Any Employee who
terminates employment and at a later date again becomes an Employee shall join
the Plan on the Employee's reemployment date or, if later, the first day of the
month coincident with or next following the date the Employee's Service totals
three months.

     SECTION 2.5.   LEASED EMPLOYEES.  Leased employees (within the meaning of
Code section 414(n)) may not become Members.  However, leased employees (within
the meaning of Code section 414(n)) who become common-law employees shall be
credited with Service for their periods of service as leased employees, as if
they had been common-law employees during the time that they performed services
for the Affiliated Companies.

     SECTION 2.6.   SPINOFF.  If a Member is employed by a portion of the
Company that is sold to another entity, divested, or transferred to a joint
venture, that Member shall become a Former Member as of the date of the
transaction.  The Accounts of all Members so affected by this type of
transaction shall be


                                       4

<PAGE>

transferred in a trust-to-trust transfer to a qualified retirement plan
sponsored by the successor employer, if the successor employer agrees to the
transfer.  If the successor employer does not agree to the transfer, then the
provisions of Section 6.1 apply.


                                       5

<PAGE>

                                    ARTICLE 3

                                  CONTRIBUTIONS

     SECTION 3.1.   EMPLOYEE CONTRIBUTIONS.

     (a)  PRETAX CONTRIBUTIONS.  A Member who is not Highly Compensated on the
last day of the preceding Plan Year may defer any whole percentage of Earnings
up to 12% for the Plan Year as a Pretax Contribution.  A Member who is Highly
Compensated as of the last day of the preceding Plan Year may defer up to 10% of
Earnings as a Pretax Contribution.  A Member's pay shall be reduced for each pay
period by the percentage of the elected Pretax Contribution, and this Pretax
Contribution shall be paid to the Trustee as provided in Section 3.5.

     (b)  AFTER-TAX CONTRIBUTIONS.  A Member who is not Highly Compensated on
the last day of the preceding Plan Year may elect to contribute to the Member's
Account for a Plan Year a whole percentage of Earnings up to 12%, as an After-
tax Contribution.  A Member who is Highly Compensated on the last day of the
preceding Plan Year may elect to contribute a whole percentage of Earnings up to
10%.  Contributions shall be withheld from the Member's paycheck each pay period
and shall be paid to the Trustee as provided in Section 3.5.

     (c)  LIMIT ON TOTAL EMPLOYEE CONTRIBUTIONS.  The sum of a non-Highly
Compensated Member's Pretax Contributions and After-tax Contributions shall not
exceed 12% of Earnings.  For a Member who is Highly Compensated on the last day
of the preceding Plan Year, such sum shall not exceed 10% of Earnings.

     SECTION 3.2.   COMPANY CONTRIBUTIONS.

     (a)  BASIC CONTRIBUTIONS.  The Company shall contribute, on behalf of each
Member, 3% of Earnings.  This contribution shall be made semimonthly to the
Basic Account of each Member.

     (b)  MATCHING CONTRIBUTIONS.


                                       6


<PAGE>


          (1)  The Company shall contribute, on behalf of each Member, a
Matching Contribution equal to:

               (A)  100% of the Pretax Contributions or After-tax Contributions
of the Member, to the extent such employee contributions do not exceed 2% of
Earnings;

               (B)  50% of the Pretax Contributions or After-tax Contributions
of the Member, to the extent such employee contributions exceed 2% of Earnings,
but do not exceed 6% of Earnings.

          (2)  Matching Contributions shall be made semimonthly to the Matching
Account of each Member who has made Employee contributions during the
semimonthly period.

     (c)  MEDISAVE CONTRIBUTIONS.  The Company shall make a Medisave
Contribution to each eligible Member specified in Appendix B.  The amount and
timing of this contribution shall be in accordance with the provisions of
Appendix B.

     (d)  PENSION EQUALIZER CONTRIBUTIONS.  The Company shall contribute, on
behalf of each eligible Member, the Equalizer Percentage of the Member's
Earnings.  This contribution shall be made semimonthly to the Pension Equalizer
Account of each eligible Member.  The Equalizer Percentage for a Member shall be
determined under the formula described in Appendix A.  A Member who was an
active participant in the Dresser Industries, Inc. Consolidated Salaried
Retirement Plan ("DIICON") on the Effective Date shall be eligible for Pension
Equalizer Contributions, unless such Member was not employed by the Company on
such date, and was an active participant merely because such Member was (i)
employed by an entity described in Articles 11 or 12 of DIICON, or (ii) Totally
Disabled as described in Section 1.48 of DIICON.

     As soon as administratively feasible following the date a Member attains
age 65, that Member's Pension Equalizer Account balance (plus any hypothetical
equalizer account balance under a


                                      7


<PAGE>

nonqualified plan) shall be compared to the single-sum value, calculated as
of the Member's Equalizer Age, of the Shortfall Amount determined under the
Fourth Step of Appendix A.  This single-sum value shall be determined by the
DIICON Actuary, using the conversion factor described in the Third Step of
Appendix A.

     If the balance determined under the preceding paragraph is equal to or
greater than the single-sum value of the Shortfall Amount, then the Member's
Pension Equalizer Contribution shall cease permanently.  However, if the balance
determined under the preceding paragraph is less than the single-sum value of
the Shortfall Amount, then the minimum number of additional semimonthly Pension
Equalizer Contributions that are necessary to cause such balance to equal or
exceed the single-sum value of the Shortfall Amount shall be estimated.  The
Member's Pension Equalizer Account shall continue to receive Pension Equalizer
Contributions until the earlier of (i) the date the Member retires or otherwise
terminates employment, or (ii) the date the Member receives the estimated number
of Pension Equalizer Contributions, after which date the Member's Pension
Equalizer Contributions shall cease permanently.

     SECTION 3.3.   ROLLOVER CONTRIBUTIONS.  The Plan shall accept cash Rollover
Contributions (within the meaning of Code section 402(c), including optional
direct transfers under Code 401(a)(31)) on behalf of a Member from any plan
qualified under section 401(a) of the Code.  Rollover Contributions may be made
at such time and in such manner as the Committee may prescribe.  A Rollover
Contribution shall be forwarded to the Trustee as provided in Section 3.5, if it
is not paid directly to the Trustee.

     SECTION 3.4.   EMPLOYEE CONTRIBUTION ELECTIONS.  A Member shall designate
the level of Pretax Contributions and the level of After-tax Contributions at
the time the Member enrolls in the Plan.  These elections shall remain in effect
until changed by the Member,


                                      8


<PAGE>

unless the Member's elections are suspended as a consequence of a hardship
withdrawal or any other in-service withdrawal.

     A Member may change the rate of employee contributions at any time, and the
most recent change will be implemented semimonthly.  Elections under this
Section shall be made at such time, in such manner and in such form as the
Committee may prescribe through uniform and nondiscriminatory rules.

     Additionally, a Member may elect to suspend all employee contributions at
any time.  Such suspension shall take effect with  the next available pay period
following the date of the suspension request.  If a Member suspends all employee
contributions, that Member shall not be permitted to share in Matching
Contributions during the suspension or to resume employee contributions until
four (4) months after the effective date of the suspension.

     The Committee may reduce, suspend, or refund a Highly Compensated Member's
contributions, if the Committee finds that it is necessary to ensure compliance
with any of the nondiscrimination tests set forth in Section 3.6.  Unless a
Member has changed or revoked elections in the meantime, such Member's elections
may be restored as of the first day of the Plan Year following such an action by
the Committee, or such earlier date as the Committee deems appropriate.

     SECTION 3.5.   PAYMENT OF CONTRIBUTIONS TO TRUST.  The Company shall
forward contributions made by Employees to the Trustee on the earliest date the
contributions reasonably may be segregated from the Company's general assets.
Pretax Contributions and After-tax Contributions shall be forwarded no later
than 90 days after the date these contributions are withheld from the
contributing Member's pay.  If a Rollover Contribution is not paid directly to
the Trustee, the contribution shall be forwarded no later than 90 days after the
date the Company receives the contribution.


                                      9


<PAGE>


     SECTION 3.6.   STATUTORY LIMITATIONS AND DISPOSITION OF EXCESS.

     (a)  The maximum Pretax Contribution that a Member may make to this Plan
(when combined with any other plan containing a cash or deferred arrangement
sponsored by the Company or an Affiliated Company) is specified in Code section
402(g)(1). The limit is $9,240 for 1995 and is adjusted for cost-of-living by
the Secretary of the Treasury.

     If a Member elects a rate of Pretax Contributions that, in the judgment of
the Committee, would cause the Code section 402(g)(1) limit to be violated, then
the contributions that are elected by the Member that are in excess of the limit
shall be made as After-tax Contributions.  If the Committee discovers after the
close of a calendar year that Pretax Contributions in excess of the 402(g)(1)
limit have been made for that calendar year, the Committee shall implement the
procedures described in Section 3.6(b)(1).

     (b)  As of the end of a Plan Year, the Committee shall determine if the
limitations imposed by this Article 3 are sufficient or if contributions must be
forfeited, distributed to the Employee, or allocated to a suspense account, in
the order provided below:

          (1)  First, the Committee shall determine if Pretax Contributions in
excess of the Code section 402(g)(1) limit have been made to the Plan.  If so,
the excess deferral shall be returned to the Member who made it.  This
distribution shall include earnings allocable to the contribution and shall be
reduced by any allocable losses.  The Committee shall endeavor to make a
distribution to the Member by the April 15 following the year in which the
excess deferral was made.

          (2)  Second, the Committee shall determine whether contributions to
the Plan have been made which exceed the


                                     10


<PAGE>

limitations of sections 415(c) and (e) of the Code.  The Committee shall use
W-2 compensation (as defined in Treas. Reg. Section 1.415-2(d)(11)(i)) in
making this determination.  If, as a result of the allocation of forfeitures,
a reasonable error in determining the Member's W-2 compensation, or a
reasonable error in determining the amount of Pretax Contributions that may
be made with respect to a Member, the annual addition to a Member's Account
exceeds that which may be allocated, Company contributions which constitute
excess annual additions (and any gains on such contributions) shall be
forfeited, and used to reduce the Company's contributions for the next
succeeding Plan Year.  Removal of excess annual additions shall be made first
from the Member's Basic Account, then from the Member's Pension Equalizer
Account, then from the Member's Medisave Account, and finally from the
Member's Matching Account.  If further corrective measures are required,
excess annual additions resulting from employee contributions (and any gains
thereon) shall be distributed first from the Member's After-tax Account and
then from the Member's Pretax Account.

          (3)  Third, the Committee shall determine whether the actual
deferral percentage ("ADP") test set forth in Treas. Reg. Section
1.401(k)-1(b) has been met for the Plan Year.  If the test is not met, the
Committee shall return the excess Pretax Contributions of Highly Compensated
Members, beginning with the Member with the highest actual deferral
percentage, until the maximum deferral percentage permitted under the test is
reached.  Excess amounts, increased by any gains or reduced by any losses
attributable to the excess, shall be distributed within two and one-half
months after the close of the Plan Year, or as soon thereafter as is
practicable.

          (4)  Fourth, the Committee shall determine whether the actual
contribution percentage ("ACP") test set forth in Treas. Reg. Section
1.401(m)-1(b) has been met for the Plan Year.  If the test is

                                     11


<PAGE>

not met, the Committee shall return excess contributions of Highly
Compensated Members, beginning with the excess contributions of the Member
with the highest actual contribution percentage, until the maximum
contribution percentage permitted under the test is reached.  Excess
contributions may be purged by any consistently applied method, including the
forfeiture of non-vested excess Medisave or Matching Contributions, if the
method is not discriminatory.  Excess contributions, increased by any gains
or reduced by any losses attributable to the excess, shall be distributed or
forfeited within two and one-half months of the close of the Plan Year, or as
soon thereafter as is practicable.

          (5)  Fifth, the Committee shall determine whether the multiple use
test ("MUT") set forth in Treas. Reg. Section 1.401(m)-2(b) is met for the Plan
Year.  If the test is not met, the Committee shall reduce the actual
contribution percentage of the group of Highly Compensated Members in accordance
with the provisions of Section 3.6(b)(4).

          (6)  Sixth, any Medisave or Matching Contribution of a Member based on
an employee contribution returned to a Member, and not distributed or forfeited
in accordance with Section 3.6(b)(4) or (5), shall be forfeited and applied to
reduce Company contributions under the Plan.

     SECTION 3.7.   REEMPLOYED VETERANS.  If a Member terminates employment to
serve in a uniformed service (as defined in the Uniformed Services Employment
and Reemployment Rights Act of 1994) and returns to the employ of the Company
before the date the Member's reemployment rights under such statute expire,
then:

     (a)  The Member shall receive the Basic and Pension Equalizer Contributions
such Member would have received except for the fact that the Member was in a
uniformed service;

     (b)  The Member shall be permitted to make the Pretax Contributions and the
After-tax Contributions the Member would have


                                     12


<PAGE>

been able to make, except for the fact that the Member was in a uniformed
service;

     (c)  The Company shall match the Member's make-up contributions in the
manner that such contributions would have been matched had they been made during
the Member's stint in a uniformed service.

     This Section 3.7 shall apply only if such application would not cause the
Plan to violate the qualification requirements of section 401(a) of the Code, as
interpreted by the Secretary of the Treasury.


                                     13



<PAGE>

                                    ARTICLE 4

                               ACCOUNTS OF MEMBERS

     SECTION 4.1.   INDIVIDUAL ACCOUNT FOR EACH MEMBER.  The Committee or, if
the Committee so determines, an agent of the Committee, shall maintain an
Account for each Member and Former Member having an amount credited in the Trust
Fund. Each Account shall be divided into separate subaccounts:

     (a)  a Pretax Account to accept Pretax Contributions pursuant to Section
3.1(a),

     (b)  an After-tax Account to accept After-tax Contributions pursuant to
Section 3.1(b),

     (c)  a Basic Account to accept Basic Contributions pursuant to Section
3.2(a),

     (d)  a Matching Account to accept Matching Contributions pursuant to
Section 3.2(b),

     (e)  a Medisave Account to accept Medisave Contributions under Section
3.2(c).

     (f)  a Pension Equalizer Account to accept Pension Equalizer Contributions
pursuant to Section 3.2(d),

     (g)  a Rollover Account to accept Rollover Contributions pursuant to
Section 3.3, and

     (h)  such additional subaccounts as the Committee deems necessary to keep
track of a Member's interest in the Trust Fund.

     SECTION 4.2.   SEPARATE ACCOUNTING. The amounts in a Member's Pretax
Account, After-tax Account, Matching Account, Basic Account, Medisave Account,
Pension Equalizer Account, and Rollover Account (to the extent that a Member has
such subaccounts) shall at all times be separately accounted for.  Withdrawals,
distributions, and other credits or charges shall be separately allocated among
such subaccounts on a reasonable and consistent basis.


                                      14

<PAGE>

     Cash dividends on shares held in a subaccount on any record date applicable
to such shares shall be credited to such subaccount on the date the dividend is
paid and reinvested in the security with respect to which the dividends were
paid.  Stock dividends and stock splits with respect to shares held in a
subaccount will be credited to that subaccount.  Other distributions of
securities and rights to subscribe with respect to shares held in a subaccount
shall be sold and the net proceeds handled as a cash dividend.

     SECTION 4.3.   BENEFITS NOT ASSIGNABLE.  An interest in a Member's Account
may not be assigned, transferred or alienated in any manner whatsoever by any
Member or Beneficiary, except to secure a loan under the provisions of Article
8. The preceding sentence also shall apply to the creation, assignment, or
recognition of a right to any benefit payable with respect to a Member pursuant
to a domestic relations order, unless such order is determined to be a qualified
domestic relations order, as defined in section 414(p) of the Code. If a
qualified domestic relations order so provides, benefits may be paid to an
alternate payee even if there has not been a separation from service by the
Member whose benefits are the subject of such order. Written consent of the
alternate payee to receive amounts in excess of $3,500 prior to the time the
Member attains age 65 shall not be necessary, unless the qualified domestic
relations order so provides.  The Committee shall adopt written procedures for
processing domestic relations orders.


                                      15

<PAGE>

                                    ARTICLE 5

                                   INVESTMENTS

     SECTION 5.1.   IN GENERAL.  A Member may elect to have amounts credited to
the Member's Account invested in one or more Investment Options.  A Member who
fails to make this election shall have his Account invested by the Committee in
one or more Investment Options in accordance with a uniform and
nondiscriminatory default procedure adopted by the Committee.

     The Investment Options available to a Member shall be selected by the
Committee, and may be changed by the Committee at any time.  Such Investment
Options shall be valued as soon as administratively practicable following each
business day.

     SECTION 5.2.   ALLOCATION OF CONTRIBUTIONS TO INVESTMENT OPTIONS.
Semimonthly, a Member may elect how contributions to the Member's subaccounts
described in Section 4.1 shall be allocated among the Investment Options.  These
elections shall become effective for the first available payroll period
following the date in which the elections are made.  Elections under this
Section shall be made at such time, in such manner, and in such form as the
Committee may prescribe through uniform and nondiscriminatory rules.  The
contributions to a Member's various subaccounts may be allocated among the
Investment Options in any proportion, as long as whole percentages are used.

     SECTION 5.3.   TRANSFER OF INVESTMENTS.  A Member may elect to transfer the
amounts in such Member's subaccounts among the Investment Options in any whole
percentages.  Elections under this Section shall be made at such time, in such
manner, and on such forms or electronic media as the Committee may prescribe
through uniform and nondiscriminatory rules.

     Investment in an Investment Option may be subject to a condition that funds
be held in the Investment Option for a


                                      16

<PAGE>

specified length of time.  If such a restriction is imposed on an Investment
Option held by the Member, a Member's right to transfer funds from or into
such Investment Option shall be subject to this restriction.

     SECTION 5.4.   LOANS.  Members may receive loans from their Account, to the
extent permitted in Article 8. A loan to a Member shall be considered an
earmarked investment of such Member's Account and proportionately shall reduce
the amounts invested in the Investment Options.  Repayments of a loan shall
reduce the amount of the loan investment and shall be invested in Investment
Options in accordance with the Member's then current investment direction.

     SECTION 5.5.   NAMED FIDUCIARY.  The Committee shall be the Plan fiduciary
that is obligated to comply with Members' investment instructions under this
Article, but may delegate this duty to an agent in accordance with Section 10.7.






                                      17


<PAGE>

                                    ARTICLE 6
                                  DISTRIBUTION

     SECTION 6.1.   WHEN DISTRIBUTION MAY BE MADE.  A Member may receive a
distribution from the vested portion of the Member's Account under the following
circumstances:

     (a)  Termination of active employment, including retirement (or, if later,
termination of an authorized leave of absence, or the commencement of an
unauthorized leave of absence);

     (b)  Termination of employment on account of Disability; or

     (c)  Termination of employment with the Company, because of a joint venture
creation, sale, transfer, or other disposition involving all or part of the
Company's business, but only if the Member's Account is not transferred, as
provided in Section 2.6, to a plan of the Member's new employer.

     SECTION 6.2.   FORMS OF DISTRIBUTION.  A Member may elect that the Member's
vested Account be paid in any one of the following forms:

     (a)  An immediate or deferred single sum in cash.

     (b)  Periodic installments, paid monthly, quarterly, or annually over five
years, ten years, fifteen years, or the life expectancy of the Member.

     (c)  Periodic installments, paid monthly, quarterly, or annually, which are
equal to a specified dollar amount chosen by the Member.

     Installment payments shall not be made over a period exceeding the Member's
life expectancy.

     A Member whose vested Account balance does not exceed $3,500, and has not
exceeded $3,500 at the time of any prior distribution or withdrawal, shall
receive the vested Account balance in a single sum as soon as administratively
practicable after the end of the calendar month in which he terminates
employment.


                                      18

<PAGE>

     SECTION 6.3.   ELECTIONS REGARDING DISTRIBUTION.  A Member eligible to
receive a distribution shall designate the time he will receive the distribution
and the form of the distribution, if his vested Account is not cashed out as
described in Section 6.2.  A Member who fails to make this election shall have
the vested Account distributed as described in Section 6.4(a).

     Not earlier than 90 days, but not later than 30 days before the date the
vested portion of the Member's Account is scheduled to be distributed, the
Committee shall provide a benefit notice to a Member who is eligible to make an
election under this Section 6.3.  The benefit notice shall contain a general
explanation of the features of the optional forms of payment available under the
Plan and explain the Member's right to defer distribution until age 65.

     Notwithstanding anything in the preceding paragraph to the contrary,
distribution may begin less than 30 days after the notice required in the
preceding paragraph is given, as long as:

     (a)  The benefit notice clearly informs the Member that the Member has a
right to a period of at least 30 days after receiving the notice to consider the
decision of whether or not to elect a distribution; and

     (b)  The Member, after receiving the notice, affirmatively elects a
distribution.

     SECTION 6.4.   REQUIRED TIME FOR DISTRIBUTION.

     (a)  A Member, who terminates employment before attaining age 65 and defers
or does not designate the time of distribution in accordance with Section 6.3,
shall receive his Account balance as soon as administratively practicable after
the end of the calendar month in which the Member attains age 65.  A Member who
terminates employment upon or after attaining age 65, shall receive his Account
balance as soon as administratively practicable after the end of the calendar
month in which the Member retires or otherwise terminates employment.  However,
distribution shall be delayed, if


                                      19

<PAGE>

necessary, to comply with the direct rollover notice and election rules
described in Section 6.6.

     If the Member has not elected a form of payment by the time distribution
must begin under this Section 6.4(a), the vested portion of the Member's Account
shall be paid to that Member in a single sum in cash.

     (b)  If a Member is employed on the April 1 of the calendar year following
the calendar year in which the Member attains age 70-1/2, that Member shall
receive a minimum distribution on such April 1, and shall receive a minimum
distribution on each following December 31, until the Member retires or
terminates active employment.

     The amount of the initial minimum distribution shall be equal to the value
of the vested portion of the Member's Account as of the December 31 preceding
the Member's attainment of age 70-1/2, divided by the applicable divisor.  The
amount of any subsequent minimum distribution is equal to the value of the
Member's vested Account as of the December 31 preceding the minimum distribution
date, divided by the applicable divisor.  "Applicable divisor" means the amount
in (2), if the Member's Beneficiary is his spouse, and, in any other case, the
lesser of:

          (1)  The applicable divisor determined in accordance with Prop. Reg.
Section 1.401(a)(9)-2, Q&A-4; or

          (2)  The joint life expectancy of the Member and Beneficiary, as
determined under Prop. Reg. Section 1.401(a)(9)-1, Q&A E1 - E4, using the
expected return multiples in Tables V and VI of Treas. Reg. Section 1.72-9.

     (c)  If a Member is required to receive a distribution, but the Committee
is unable to locate the Member (or the Member's Beneficiary) within five years,
the Member's Account shall be forfeited, and the forfeiture shall be applied to
reduce the Company's contribution for the Plan Year.  Such forfeited Account


                                      20

<PAGE>

shall be restored and distributed to the Member or Beneficiary, if a claim for
such Account is made by such Member or Beneficiary, or if the Committee is able
to locate the Member or Beneficiary.  Payment of such a restored Account shall
be made approximately 60 days after the date the Committee locates the Member or
Beneficiary, or, if earlier, the date a claim is filed.

     SECTION 6.5.   STATUTORY REQUIREMENTS REGARDING DISTRIBUTION.
     (a)  Regardless of any contrary provision of the Plan, a distribution from
the Plan to a Member shall begin no later than the 60th day after the close of
the Plan Year in which the latest of the following occurs:

          (1)  the date on which a Member attains age 65,

          (2)  the 10th anniversary of the year in which a Member commenced
participation under the Plan, or

          (3)  the Member's termination of employment with the Affiliated
Companies.

     (b)  Notwithstanding anything herein to the contrary, any distribution
hereunder shall be determined in accordance with Code section 401(a)(9) and the
proposed regulations thereunder, including the "minimum distribution incidental
benefit requirement" of Section 1.401(a)(9)-2 of the proposed regulations.

     SECTION 6.6.   DISTRIBUTION UPON DEATH.  If the Member dies before
distribution of the Member's vested Account begins, the Member's benefit shall
be distributed in a single sum to the Member's Beneficiary.  Generally,
distribution shall occur as soon as administratively practicable after the end
of the calendar month in which the Committee receives satisfactory evidence of
the death of the Member.  However, the Beneficiary may elect to delay
distribution to the earlier of:

     (a)  the fifth anniversary of the Member's death; or

     (b)  the date the Member would have reached age 65.


                                      21

<PAGE>

     SECTION 6.7.   DIRECT ROLLOVER OF DISTRIBUTION.  A distributee may elect to
have an eligible rollover distribution paid directly to at most one eligible
retirement plan specified by the distributee.  However, this election may not be
made if the total eligible rollover distributions paid to the distributee will
be less than $200.

     A distributee may elect to divide an eligible rollover distribution so that
part is paid directly to an eligible retirement plan and part is paid to the
distributee.  However, the part paid directly to the eligible retirement plan
must total at least $500.

     A distributee may elect a direct rollover after having received a written
notice that complies with the rules of section 402(f) of the Code.  In general,
payment to a distributee shall not begin until 30 days after the section 402(f)
notice is given.  However, payment may be made sooner if the notice clearly
informs the distributee of the right to a period of at least 30 days to consider
the decision of whether or not to make a direct rollover, and the distributee,
after receiving the notice, makes an affirmative election.  A distributee who
fails to make an election in the thirty-day period shall receive the eligible
rollover distribution immediately after the 30-day period expires.

     For purposes of this Section, the following terms have the meanings set
forth below:

     (a)  An "eligible rollover distribution" is any distribution or withdrawal
payable under the terms of this Plan to a Member, which is described in section
402(c)(4) of the Code. In general, this term includes any single-sum
distribution, and any distribution that is one in a series of substantially
equal periodic payments made over a period that is less than ten (10) years, and
is less than the distributee's life expectancy.  However, an eligible rollover
distribution does not include the


                                      22

<PAGE>

portion of any distribution which constitutes a minimum required distribution
under section 401(a)(9) of the Code, or the portion of any distribution which
is a return of the After-tax Contributions of a Member.  Such term also does
not include a distribution to the Member's Beneficiary, unless the
Beneficiary is the Member's spouse.

     (b)  "Eligible retirement plan" means:

          (1)  An individual retirement account described in section 408(a) of
the Code;

          (2)  An individual retirement annuity described in section 408(b) of
the Code;

          (3)  An annuity plan described in section 403(a) of the Code; and

          (4)  A retirement plan qualified under section 401(a) of the Code, but
only if the terms of such plan permit the acceptance of rollover distributions.

     However, in the case of an eligible rollover distribution to a distributee
who is a surviving spouse, an eligible retirement plan is an individual
retirement account or an individual retirement annuity.

     (c)  "Distributee" means a Member, Former Member, the spouse of a deceased
Member, or a spouse who is an alternate payee under a qualified domestic
relations order.

     SECTION 6.8.   FACILITY OF PAYMENT.  If the Committee deems any person
entitled to receive any amount under the provisions of this Plan incapable of
receiving or disbursing the same by reason of minority, illness or infirmity,
mental incompetency, or incapacity of any kind, the Committee may, in its
discretion, direct the Trustee to take any one or more of the following actions:

     (a)  To apply such amount directly for the comfort, support and maintenance
of such person;


                                      23

<PAGE>

     (b)  To reimburse any person for any such support previously supplied to
the person entitled to receive any such payment;

     (c)  To pay such amount to a court appointed legal representative or
guardian selected by the Committee to disburse it for such comfort, support and
maintenance.

     SECTION 6.9.   FORFEITURES.  A Member who terminates employment and who, as
a result, receives a distribution of the vested portion of an Account, shall
forfeit all non-vested amounts in the Account.  A Member who is not vested in
the portion of the Account derived from employer contributions shall be deemed
to have received a distribution of the entire vested Account upon termination of
employment.  Forfeitures under this Section shall reduce Company contributions
under Section 3.5.

     If the Member later returns to the employ of the Company or an Affiliated
Company before incurring a Break in Service, that Member's non-vested Account
shall be restored, and the Member may repay the amount of the distribution.

     SECTION 6.10.  RECOVERY OF PAYMENTS MADE BY MISTAKE.  Notwithstanding
anything to the contrary, a Member or Beneficiary is entitled to only those
benefits provided by the Plan and promptly shall return any payment, or portion
thereof, made by mistake of fact or law.  Further notwithstanding anything to
the contrary, an alternate payee under a qualified domestic relations order is
entitled to only those benefits from the Plan as are designated by the order and
promptly shall return any payment, or portion thereof, made by mistake of fact
or law.  The Committee may offset the future benefits of any recipient who
refuses to return an erroneous payment, in addition to pursuing any other
remedies provided by law.


                                      24

<PAGE>


                                    ARTICLE 7

                                   WITHDRAWALS

     SECTION 7.1.   WITHDRAWALS FROM AFTER-TAX ACCOUNT.  A Member may make a
single-sum withdrawal from the Member's After-tax Account at any time.  However,
there are three conditions on this right:

     (a)  A withdrawal must total at least $500;

     (b)  A Member may make only one withdrawal in a Plan Year; and

     (c)  A Member must have made contributions to this Plan (or a Predecessor
Plan), for at least one year.

     SECTION 7.2.   HARDSHIP WITHDRAWALS.

     (a)  ELIGIBILITY.  A Member may request a hardship distribution, if:

          (1)  That Member has received all distributions available under this
Plan, including After-tax Account distributions described in Section 7.1, and
any in-service distribution available to a Member from a subaccount derived from
a Predecessor Plan;

          (2)  That Member has received the maximum loan available under this
Plan;

          (3)  That Member has received all in-service distributions and loans
available under any other plan of the Company or an Affiliated Company, and

          (4)  That Member is requesting the distribution in order to:

               (A)  pay medical expenses for the Member, the Member's spouse, or
dependents;

               (B)  purchase the Member's principal residence;

               (C)  pay tuition, related educational fees, or room and board for
next twelve months of post-secondary education for the Member, the Member's
spouse, or dependents;


                                      25

<PAGE>

               (D)  prevent the Member's eviction from the Member's principal
residence; or

               (E)  prevent foreclosure on the mortgage on the Member's
principal residence.

     (b)  AMOUNT.  In general, the Committee shall permit the Member to
designate the amount to be withdrawn.  However, the withdrawal amount shall not
be more than the amount necessary to both meet the Member's financial need and
pay any reasonably anticipated federal, state, and local income taxes or
penalties that may result from the distribution.

     The amount that may be withdrawn is further limited to the amount held in
the Member's Pretax, Rollover, and After-tax Accounts, as of the date of the
withdrawal, minus any income earned on the Member's Pretax Account after
December 31, 1988, as specified in Treas. Reg. Section 1.401(k)-1(d)(2)(ii).

     (c)  CONSEQUENCES.  A Member who makes a hardship withdrawal shall not be
eligible to make Pretax Contributions or After-tax Contributions to this Plan,
or any other plan sponsored by the Company or an Affiliated Company, for the 12-
month period beginning on the date of the withdrawal.

     In addition, in the calendar year following the date of the withdrawal, the
Member's Pretax Contribution shall be limited to the limit applied to these
contributions by Section 3.1(a), minus the Member's Pretax Contributions for the
year in which he received the hardship distribution.

     (d)  ADMINISTRATION.  The Committee shall determine whether a Member is
eligible to make a hardship withdrawal, as soon as possible following receipt of
an application for such a withdrawal.  If it approves the application, the
Committee shall direct the Trustee to pay to the Member the amount requested by
the Member (or any lesser amount dictated by subsection (b)) in a single sum.
If


                                      26

<PAGE>

all or part of the distribution is an eligible rollover distribution, the
rules of Section 6.6 shall apply.

     A hardship withdrawal shall be made first from the Member's After-tax
Account, then from the Member's Rollover Account, and then from the Member's
Pretax Account.








                                      27

<PAGE>

                                    ARTICLE 8

                                      LOANS

     SECTION 8.1.   ELIGIBILITY FOR LOAN.  A Member may borrow from the Member's
Account in accordance with this Article 8 and the loan procedure which the
Committee shall establish, provided:

     (a)  The Member has not received a loan during the Plan Year in which the
loan request is made; and

     (b)  The Member has repaid all loans made from this Plan or any Predecessor
Plan.

     SECTION 8.2.   TERMS OF LOAN.  The terms of each loan shall be set by the
Committee in accordance with its loan procedure, and the following provisions of
this Section 8.2:

     (a)  The minimum loan amount shall be $1,000.

     (b)  The maximum loan amount shall be the least of:

          (1)  $50,000, minus the highest outstanding balance of loans from the
Plan, any Predecessor Plan, and any plan of an Affiliated Company during the
one-year and one-day period ending on the date the loan is granted;

          (2)  50% of the Member's vested Account balance under the Plan, valued
as of the date the loan is processed; or

          (3)  The aggregate balance of the Member's subaccounts which do not
contain Basic Contributions or Pension Equalizer Contributions.

     (c)  The interest rate charged on the unpaid balance of the loan shall be
equal to the prime rate charged for loans, as published in the Wall Street
Journal on the first business day of the month in which the loan is made.

     (d)  All loans shall be repaid within 5 years, except for a loan used to
purchase the Member's principal residence.

     (e)  Loans shall be repaid by payroll deduction, as described in the loan
procedure established by the Committee.  In the event


                                      28

<PAGE>

the Member is on an approved leave of absence and not receiving paychecks
from the Company, the Member shall make regular repayments to the Trust Fund,
with payments made not less frequently than quarterly.  These payments shall
be made at the time and in the manner described in the Committee's loan
procedure.  All loan repayments shall be invested in accordance with the
Member's current investment election.

     (f)  Early payment of a loan may be made without penalty. However, a
single-sum repayment of a loan by an active Employee may not be made unless
normal payroll deduction payments have been made for a period of six (6) months.
Loans and loan repayments shall not be treated as elections of allocations or
transfers under Sections 5.2 and 5.3.

     (g)  Upon the termination of active employment (or, if later, the
termination of an approved leave of absence) of a Member, the loan shall become
immediately due and payable.  Any loan balance remaining at such time shall be
repaid by direct payment to the Plan.  If the Member does not make such payment,
the Member's Account shall be reduced by the amount necessary to pay off the
loan.  If the termination is due to the sale of a business unit by the Company,
the foregoing provisions shall apply unless negotiated otherwise with the
purchaser.

     SECTION 8.3.   ACCOUNTING FOR LOANS.

     (a)  Loan funds for a Member shall be taken first from any subaccount
holding pretax deferrals made by a Member to a Predecessor Plan, then from the
Member's Pretax Account, then from the vested portion of any subaccount holding
matching contributions made on behalf of a Member under a Predecessor Plan
(other than the Savings Plan for Employees of Baroid Corporation), then from any
subaccount holding rollover contributions made by a Member to a Predecessor
Plan, then from the Member's Rollover Account, then from the Member's Matching
Account (if vested), then from the


                                      29

<PAGE>

vested portion of the subaccount holding matching contributions made on
behalf of a Member from the Savings Plan for Employees of Baroid Corporation,
then from any subaccount holding voluntary after-tax contributions made by a
Member to a Predecessor Plan, then from the Member's After-tax Account.

     (b)  A subaccount, equal to the amount of the outstanding loan, shall be
established for the Member, and shall be maintained until the loan has been
repaid.  The loan shall be the sole, directed investment of such subaccount.

     SECTION 8.4.   ADMINISTRATION OF LOANS.  The loan program under the Plan
shall be administered by the Committee in a uniform and nondiscriminatory manner
in accordance with the loan procedures it establishes and the provisions of this
Article 8.

     Loans granted under the terms of a Predecessor Plan shall be administered
by the Committee in accordance with this Article 8, to the extent that any
change in prior administrative practices would not violate the terms of the note
governing such a loan.  A note negotiated under the terms of a Predecessor Plan
which is extended or modified after the date the Predecessor Plan is merged into
this Plan shall meet the requirements of this Article and the Committee's loan
procedures.

     SECTION 8.5.   PREEMPTION OF USURY LAWS.  In any action to collect payments
due under a Plan loan or to foreclose a security interest for such a loan, no
party may interpose state usury laws as a defense to nonpayment or foreclosure.
All such laws shall be deemed preempted by section 514 of ERISA, to the extent
they purport to relate to the Plan and loans thereunder.

     SECTION 8.6.   LOANS TO MILITARY PERSONNEL.  Notwithstanding anything in
these loan provisions to the contrary, the interest rate charged to a Member in
military service, on a loan taken out prior to the Member's entry into such
service, shall not exceed six percent (6%) per annum, during any part of the
period of military


                                      30

<PAGE>

service, as limited by the Soldiers' and Sailors' Civil Relief Act of 1940.

     SECTION 8.7.   DISPUTES.  All disputes over loans shall be resolved through
the Plan's claims and appeal procedures.














                                      31
<PAGE>


                                 ARTICLE 9

                             VESTING AND SERVICE

     SECTION 9.1.   VESTING.

     (a)  A Member's interest in the Member's Pretax Account, After-tax Account,
and Rollover Account at all times shall be fully vested and nonforfeitable.

     (b)  A Member's interest in the Member's Matching Account, Basic Account,
Medisave Account, and Pension Equalizer Account shall become fully vested and
nonforfeitable upon the Member's completion of 5 years of Service (as defined in
Section 9.2); upon the later of the attainment of age 65 or the 5th anniversary
of the Member's participation in the Plan; or upon death or Disability.

     SECTION 9.2.   SERVICE.  In general, Service is the total time of an
Employee's employment with the Company, counted in years and months.  In
determining the length of an Employee's Service, all of the Employee's Periods
of Service shall be counted, unless cancelled or excluded under subsection (b).

     (a)  The following periods constitute Service, even if they would not
constitute Service under the first paragraph of this Section:

          (1)  Service credited under the terms of a Predecessor Plan, and any
additional service credited under the terms of a merger agreement involving the
Predecessor Plan;

          (2)  Periods of employment with an Affiliated Company for the period
that such an entity is an Affiliated Company;

          (3)  Periods of employment with a predecessor to the Company or an
Affiliated Company, if:

               (A)  The period is credited under the terms of a plan of the
predecessor which is maintained by the Company or an Affiliated Company; or


                                     32


<PAGE>

               (B)  The Committee, by resolution, agrees to count such periods
as Service under the Plan for all Employees who are or may be covered under the
Plan;

          (4)  Service with a joint venture of the Company, an entity which has
ceased to be an Affiliated Company, or an entity spun off from the Company, if
the Committee, by resolution, agrees to count such periods as Service under the
Plan;

          (5)  A leave of absence approved by the Company (or an Affiliated
Company) in writing; provided, however, if an individual does not return from
the leave, that individual's Service shall include only the first year of the
leave;

          (6)  A period of employment in a uniformed service (as defined in the
Uniformed Services Employment and Reemployment Rights Act of 1994), if the
Employee was an Employee before the Employee's employment in the uniformed
service and the Employee returns to the Company before the Employee's
reemployment rights under the statute expire; and

          (7)  Service following the date an Employee's active employment with
the Company or an Affiliated Company terminates, if the Employee resumes active
employment within 12 months.

     (b)  The following periods do not constitute Service, regardless of any
provision in this Section to the contrary:

          (1)  Service prior to a Break in Service, unless the Employee was
vested in any portion of the Employee's Account derived from Company
contributions at the time of the Break in Service; and

          (2)  The interim maternity or paternity leave period between the first
and second anniversaries of absence, as described in Section 15.12(d).


                                     33


<PAGE>

                                 ARTICLE 10

                          ADMINISTRATION OF THE PLAN

     SECTION 10.1.  APPOINTMENT OF THE COMMITTEE.  The administration of the
Plan, including the payment of all benefits to Members or their Beneficiaries,
shall be the responsibility of the Dresser Industries, Inc. Employee Benefits
Committee, which is the administrator of the Plan. In addition, the Committee
and each Committee member shall be named fiduciaries of the Plan.  The Committee
shall consist of at least three persons appointed from time to time by the
Board, who shall serve at the pleasure of the Board.

     SECTION 10.2.  CONDUCT OF COMMITTEE BUSINESS.  The Committee shall elect a
Chairman who shall be a member of the Committee and a Secretary who may or may
not be a member of the Committee. The Committee may appoint such subcommittees
as it shall deem necessary and appropriate. The Committee shall conduct its
business according to the provisions of this Article 10 and shall hold meetings
in any convenient location. A majority of all of the members of the Committee
shall have power to act with or without a meeting, and the concurrence or
dissent of any member may be by telephone, e-mail, fax, wire, cablegram or
letter.

     SECTION 10.3.  RECORDS AND REPORTS OF THE COMMITTEE.  The Committee shall
keep such written records as it shall deem necessary or proper, which records
shall be open to inspection by the Company. The Committee shall obtain from the
Trustee regular reports with respect to the current value of the assets held in
the Trust Fund, in such form as is acceptable to the Committee.

     SECTION 10.4.  FIDUCIARY DUTIES.  In performing their duties, all
fiduciaries with respect to the Plan shall act solely in the interest of the
Members and their Beneficiaries and:


                                     34


<PAGE>

     (a)  For the exclusive purpose of providing benefits to the Members and
their Beneficiaries;

     (b)  With the care, skill, prudence and diligence under the circumstances
then prevailing that a prudent man acting in like capacity and familiar with
such matters would use in the conduct of an enterprise of a like character and
with like aims;

     (c)  To the extent a fiduciary possesses and exercises investment
responsibilities, by diversifying the investments of the Trust Fund so as to
minimize the risk of large losses, unless under the circumstances it is clearly
prudent not to do so; and

     (d)  In accordance with the documents and instruments governing the Plan,
insofar as such documents and instruments are consistent with the provisions of
Title I and Title IV of ERISA.

     SECTION 10.5.  INVESTMENT RESPONSIBILITIES.  The Committee shall possess
the authority to appoint an Investment Manager or Managers (as defined in ERISA
section 3(38)) to manage (including the power to acquire and dispose of) all or
any of the assets of the Trust Fund. In the event of any such appointment, the
Committee shall establish the portion of the assets of the Trust Fund which
shall be subject to the management of the Investment Manager and shall so notify
the Trustee in writing. Likewise, the Committee may establish that all or a
portion of the assets of the Trust Fund shall be subject to the investment
jurisdiction of the Committee itself and shall advise the Trustee of such
determination. With respect to such assets over which either an Investment
Manager or the Committee has investment responsibility, the Investment Manager
or the Committee shall possess all of the investment powers and responsibilities
granted to the Trustee under the Trust Agreement, and the Trustee shall invest
and reinvest such assets pursuant to the written directions of the Investment
Manager or the Committee, as the case may be. If the Committee so directs, an
Investment Manager shall have the power to acquire and dispose of assets in


                                     35


<PAGE>

the name of the Trust Fund.  The investment jurisdiction of the Committee
may be exercised in any manner consistent with its duties as a fiduciary,
including:

     (a)  directing the Investment Manager or the Trustee that certain
investments or types of investments be made or liquidated;

     (b)  directing the Investment Manager or the Trustee that certain
investments or types of investments not be made;

     (c)  requiring that the Trustee or the Investment Manager obtain approval
prior to acquiring or disposing of any asset.

     SECTION 10.6.  RESPONSIBILITIES OF THE BOARD, THE COMMITTEE, AND THE
TRUSTEE.  The Board, the Company, the Committee, and the Trustee possess certain
specified powers, duties, responsibilities and obligations under the Plan and
the Trust Agreement. It is intended under this Plan and the Trust Agreement that
each be responsible solely for the proper exercise of its own functions and that
each shall not be responsible for any act or failure to act of another, unless
otherwise responsible as a breach of its fiduciary duty or for breach of duty by
another fiduciary under the rules of co-fiduciary responsibility. In general,

     (a)  the Board is responsible:

          (1)  for appointing and removing the Committee,

          (2)  for making any amendments that would increase or decrease the
Company's contributions to the Plan, and

          (3)  for terminating the Plan;

     (b)  the Committee is responsible:

          (1)  for administering the Plan,

          (2)  for construing and interpreting the Plan, as provided in
Section 10.18,

          (3)  for amending the Plan, except to the extent provided in Sections
10.6(a)(2) and (3),


                                     36


<PAGE>

          (4)  for adopting such rules and regulations as in the opinion of the
Committee are necessary or advisable to implement and administer the Plan and to
transact its business,

          (5)  for providing a procedure for carrying out a funding policy and
method consistent with the objectives of the Plan and the requirements of Title
I of ERISA,

          (6)  for complying with Member investment instructions under
Article 5,

          (7)  and for exercising certain investment responsibilities as
described in this Article 10; and

     (c)  the Trustee is responsible for the management and control of the Plan
assets, to the extent provided in the Trust Agreement. The Committee
periodically shall review the performance of the Trustee and all other persons
to whom fiduciary duties have been delegated or allocated pursuant to the
provisions of Sections 10.7 and 10.8.

     SECTION 10.7.  ALLOCATION OR DELEGATION OF DUTIES AND RESPONSIBILITIES.  In
furtherance of its duties and responsibilities under the Plan, the Committee
may, subject always to the requirements of Section 10.4,

     (a)  Employ agents to carry out nonfiduciary responsibilities;

     (b)  Employ agents to carry out fiduciary responsibilities (other than
trustee responsibilities as defined in section 405(c)(3) of ERISA);

     (c)  Consult with counsel and advisors, who may be counsel and advisors to
the Company; and

     (d)  Provide for the allocation of fiduciary responsibilities (other than
trustee responsibilities as defined in section 405(c)(3) of ERISA) among
Committee members.

     SECTION 10.8.  PROCEDURE FOR THE ALLOCATION OR DELEGATION OF FIDUCIARY
DUTIES.  Any action described in subsections (b) or (d) of


                                     37


<PAGE>

Section 10.7 may be taken by the Committee in accordance with the following
procedure:

     (a)  Such action shall be taken by a majority of the Committee in a meeting
or by unanimous action by way of consent resolutions;

     (b)  Any delegation of fiduciary duties or any allocation of fiduciary
duties among members of the Committee may be modified or rescinded by the
Committee according to the procedure set forth in subsection(a) of this Section
10.8.

     SECTION 10.9.  EXPENSES.  The expenses of administering the Plan and the
compensation of all employees, agents, counsel, or advisors of the Committee,
including the Trustee's fees, shall be paid from the Trust Fund, unless paid by
the Company.  In determining whether to pay Plan expenses, the Company acts in a
corporate and not a fiduciary capacity.

     SECTION 10.10. INDEMNIFICATION.  The Company agrees to indemnify and
reimburse members of the Committee and employees acting for the Company, and all
such Former Members and former employees, for any and all expenses, liabilities,
or losses arising out of any act or omission relating to the rendition of
services for, or the management and administration of, the Plan.
Indemnification and reimbursement shall be made to the fullest extent permitted
by law, Dresser Industries, Inc.'s Certificate of Incorporation, and any
indemnification policy purchased by the Company.

     SECTION 10.11. DISPUTES.  Any dispute over the interpretation or
application of this Plan or any Predecessor Plan shall be resolved through the
claims and appeal procedures set forth in Sections 10.11 - 10.20.  For purposes
of Sections 10.11 - 10.20, "Plan" includes this Plan and any Predecessor Plan.

     The purpose of these claims and appeal provisions is to secure the speedy,
inexpensive resolution of all disputes over Plan benefits and rights granted by
the Plan.  These provisions shall be


                                     38

<PAGE>

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

     SECTION 10.12. 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.  All claims shall be submitted in writing to the
Committee and shall be accompanied by such information and documentation as the
Committee determines are required to make a ruling on the claim.  Upon receipt
of a claim, the Committee shall consider the claim and shall render a decision
and communicate the same to the claimant.

     The Committee shall render a decision within 90 days after receipt of the
claim, unless special circumstances require an extension of time for processing
the claim.  If such an extension of time for processing is required, written
notice of the extension shall be furnished to the claimant prior to the
termination of the initial 90-day period.  In no event shall such extension
exceed a period of 90 days from the end of such initial period.  The extension
notice shall indicate the special circumstances requiring an extension of time
and the date by which the Committee expects to render a decision.

     In the event that the claim is denied in whole or in part, the claimant
shall be given notice in writing, which shall set forth the following in a
manner reasonably calculated to be understood by the claimant:

     (a)  the specific reason(s) for the denial;

     (b)  specific reference to pertinent Plan provisions on which the denial is
based;

     (c)  a description of any additional material or information necessary for
the claimant to perfect the claim and an explanation of why such material or
information is necessary.

     (d)  an explanation of the Plan's appeal procedure.


                                     39


<PAGE>

     The failure of the Committee to render a decision on a claim within the
time specified shall be deemed to be a denial of such claim.

     Any claim under this claims procedure must be submitted within 12 months
from the earlier of (i) the date on which the claimant learned of facts
sufficient to enable the claimant to formulate such claim, or (ii) the date
on which the claimant reasonably should have been expected to learn of facts
sufficient to enable the claimant to formulate such claim.

     SECTION 10.13. 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 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
the claim is erroneous.  The appellant may be represented by counsel, or by
other representative authorized in writing by appellant in a manner specified
by the Committee, and appellant or appellant's counsel or duly authorized
representative may review pertinent documents and may submit issues and
comments in writing to the Committee.  The expense of a paid representative
shall be borne by the appellant.

     Within 60 days after such written appeal is received, the Committee
shall conduct a full and fair review of the entire claim.  The Committee
shall render a decision on the appeal in writing not later than 60 days after
receipt of the written appeal, unless special circumstances (such as the need
to hold a hearing, which shall be determined by the Committee) require an
extension of time for processing, in which case a decision shall be rendered
as soon as possible, but not later than 120 days after receipt of a written
appeal.  If special circumstances require an extension of time for
processing, the Committee shall so notify the appellant prior to


                                    40

<PAGE>

the commencement of the extension.  If the Committee does not render a
decision within 60 days (120 days if special circumstances arise), the appeal
shall be deemed denied.

     The decision shall include specific references to provisions of this
Plan and of law and shall be written in a manner reasonably calculated to be
understood by the appellant.  The decision of the Committee shall be final
and shall be binding upon the appellant, the appellant's Beneficiaries,
heirs, and assigns and all other persons claiming by, through or under the
appellant.

     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 that party's administrative remedies and shall
constitute a waiver of the rights or benefits sought to be established under
the Plan.

     SECTION 10.14. 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 the
claimant hereunder in Sections 10.12 - 10.13.  A claimant must raise all
issues and present all 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 10.15. LIMITATION ON ACTIONS.  Any suit brought to contest a
decision of the Committee shall be filed in a court of competent jurisdiction
within one (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 one-year limitation period shall be dismissed by the court.
Service of


                                    41

<PAGE>

legal process shall be made upon the Plan by service upon the Committee.

     SECTION 10.16. 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 10.17. 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 10.18. SCOPE OF REVIEW.  The Committee shall have full
discretionary authority to interpret and apply the terms of the 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 a court unless the party contesting the
conclusion shall demonstrate that the Committee is guilty of manifest
disregard of law.

     SECTION 10.19. 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


                                    42

<PAGE>

damages whether denominated incidental, special, consequential, collateral,
compensatory, exemplary, punitive or whatever.

     SECTION 10.20. MEMBER PLAN DATA.  The Committee may issue, or cause to
be issued, from time to time, statements to Employees, Members, Former
Members, and Beneficiaries, indicating eligibility, Service or other data
regarding their Plan benefits.  If any such person wishes to challenge the
accuracy of such data or of any information issued in response to a request
within the terms of sections 105(a) or 209(a)(1) of ERISA, the person shall
do so in the manner and within the time limits set forth above in Sections
10.11 - 10.19.

     SECTION 10.21. ADVISORS NOT FIDUCIARIES.  The Committee and other Plan
fiduciaries may solicit the advice of attorneys, actuaries, accountants,
consultants and other professionals and may rely upon their advice in the
performance of duties under the Plan.  No such advisor shall be considered a
fiduciary by virtue of having advised a fiduciary but shall be a fiduciary
only to the extent he expressly accepts that role.






                                    43

<PAGE>

                                   ARTICLE 11

                        AMENDMENT, TERMINATION OR MERGER

     SECTION 11.1.  AMENDMENT.  Dresser Industries, Inc. shall have the right
to amend the Plan in writing at any time and in any respect whatsoever,
provided that no amendment shall be made which would deprive any Member
retroactively of the vested portion of the Member's Account or make it
possible for any part of the Trust Fund to be used for or diverted to
purposes other than for the exclusive benefit of the Members and their
Beneficiaries (except for refunds as provided in Section 12.4).  When making
decisions regarding Plan amendments, the Committee, the Board, and their
agents act in a corporate and not a fiduciary capacity.

     A plan merger agreement between Dresser Industries, Inc. and any entity
which sponsors a Predecessor Plan shall serve as a formal amendment to this
Plan, to the extent that the merger agreement relates to this Plan.

     SECTION 11.2.  TERMINATION.  Although Dresser Industries, Inc.  intends
to continue the Plan, the Plan may be terminated by written action of the
Board at any time and for any reason. In the event of the termination or
partial termination of the Plan or upon the complete discontinuance of
contributions under the Plan, the rights of each affected Member to the
Member's Account on the date of such termination or discontinuance shall be
nonforfeitable and fully vested. Subject to the distribution requirements of
Article 6, payment of such amounts to each Member or Beneficiary, upon the
termination of the Plan or upon the complete discontinuance of contributions
under the Plan, shall be made by the Trustee at such time and in such manner
as is directed by the Committee, provided, however, that all Members and
Beneficiaries similarly situated shall be treated in a nondiscriminatory
manner.  Distribution of Pretax Accounts shall commence only if a successor
defined


                                    44

<PAGE>

contribution plan, as defined in Treas. Reg. Section 1.401(k)-1(d)(3), has
not been established by the Company.

     SECTION 11.3.  MERGER.  In the case of any merger or consolidation of
this Plan and/or the Trust Fund with, or any transfer of the assets or
liabilities of the Plan and/or Trust Fund to, any other plan, or the transfer
of assets or liabilities of another plan to the Plan, the terms of such
merger, consolidation or transfer shall be such that each Member would
receive (in the event of termination of the other plan or this Plan or its
successor immediately thereafter) a benefit which is no less than the Member
would have received in the event of termination of the Plan immediately
before such merger, consolidation or transfer.

     SECTION 11.4.  REPRESENTATIONS CONTRARY TO PLAN.  No employee,
supervisor, officer or director of the Company has authority to alter, vary
or modify the terms of the Plan, except in writing through the Plan's formal
amendment procedures set forth in Section 11.1.  No representation contrary
to the terms of the Plan and the formal amendments thereto shall be binding
on the Plan, the Trustee, the Committee, or the Company.












                                    45

<PAGE>

                                   ARTICLE 12

                             ESTABLISHMENT OF TRUST

     SECTION 12.1.  AGREEMENTS OF TRUST.  In order to implement the Plan,
Dresser Industries, Inc. has entered or will enter into one or more Trust
Agreements, to the end that such funds as may be contributed from time to time
for the payment of all or any part of the benefits under the Plan shall be
segregated from the Company's own assets and held in trust by the Trustee for
the exclusive benefit of the Members or their Beneficiaries (except for refunds
as provided in Section 12.4) under the Plan who may, in accordance with the
terms of the Plan and such Trust Agreements, be entitled to participation
thereunder.

     SECTION 12.2.  THE TRUSTEE. One or more banks or trust companies shall be
appointed by the Board or by such other person or persons as shall be authorized
by the Board, as Trustee of the Trust Fund. The primary duty of the Trustee is
to hold, invest and reinvest the Trust Fund, and the powers and duties of the
Trustee shall be as described in a Trust Agreement between the Company and the
Trustee.

     The Trust Agreement shall be deemed to form a part of this Plan and any or
all benefits which may accrue to any Member under this Plan shall be subject to
the terms and conditions of said Trust Agreement. The Trust Agreement shall
permit establishment of one or more separate investment funds within the Trust
Fund, such separate investment funds to be invested solely in accordance with
guidelines established by the Committee and communicated to the Members.

     SECTION 12.3.  TRUST FUND FOR EXCLUSIVE BENEFIT OF MEMBERS OF THE PLAN AND
THEIR BENEFICIARIES.  Except as otherwise provided in Section 12.4, it shall be
impossible under any circumstances at any time for any part of the corpus or
income of the Trust Fund to be


                                      46
<PAGE>

used for, or diverted to purposes other than for the exclusive benefit of
Members and their Beneficiaries.

     SECTION 12.4.  REFUND OF CERTAIN COMPANY CONTRIBUTIONS.  Notwithstanding
anything to the contrary:

     (a)  any contribution made to the Plan by the Company by a mistake of fact
shall be returned to the Company as soon as practicably possible following
discovery of the mistake, but not later than one year after the payment of the
contribution;

     (b)  all contributions made to the Plan by the Company are conditioned upon
initial qualification of the Plan under the Code and, if the Plan receives an
adverse determination with respect to its initial qualification, then all
contributions shall be returned to the Company within one year after such
determination, but only if application for the determination is made by the time
prescribed by law for filing the Company's return for the taxable year in which
the Plan was adopted, or such later date as the Secretary of the Treasury may
prescribe; and

     (c)  each contribution made to the Plan by the Company is conditioned upon
the deductibility of the contribution under section 404 of the Code and, to the
extent the deduction is disallowed, the contribution shall be returned to the
Company (to the extent disallowed), as soon as practicably possible following
disallowance of the deduction, but not later than one year after disallowance.

     The maximum amount that may be returned to the Company under Section
12.4(a) or (c) is the excess of

     (d)  the amount contributed by the Company, over, as relevant,

     (e)  (1) the amount that would have been contributed had no mistake of fact
occurred, or

          (2) the amount that would have been contributed had the contribution
been limited to the amount that is deductible after any disallowance by the
Internal Revenue Service.


                                      47
<PAGE>


     Earnings attributable to the excess contribution may not be returned to the
Company under Section 12.4(a) or (c), but losses attributable thereto must
reduce the amount to be so returned.  Furthermore, if the withdrawal of the
amount attributable to the mistaken or nondeductible contribution would cause
the balance of the Account of any Member, Former Member, or Beneficiary to be
reduced to less than the balance which would have been in the Account had the
mistaken or nondeductible amount not been contributed, then the amount to be
returned to the Company must be limited so as to avoid such reduction.

     In the case of a reversion Section 12.4(b), the entire assets of the Plan
attributable to Company contributions shall be returned to the Company.






                                      48
<PAGE>
                                   ARTICLE 13

                             TOP-HEAVY REQUIREMENTS

     SECTION 13.1.  TOP-HEAVINESS DETERMINATION. The Plan is Top-Heavy for a
Plan Year if, as of the last day of the preceding Plan Year, based on valuations
as of such date, the present value of the cumulative accrued benefits under any
Company defined benefit plan and of Accounts under this Plan and any other
defined contribution plan, and including any part of any accrued benefit or
account value distributed from this Plan or any other Company (or Affiliated
Company) plan within the 5-year period ending on the last business day of the
Plan Year, of key employees (as defined in section 416(i) of the Code) exceeds
60% of a similar sum for all employees under each plan of the Company and any
Affiliated Company in which a key employee participates and each other plan of
the Company or any Affiliated Company, which enables any such plan to meet the
requirements of section 401(a)(4) or 410 of the Code.  Accounts and benefits
shall not be taken into account with respect to any individual who has not
performed any service for the Company or an Affiliated Company at any time
during the 5-year period ending on the last business day of the Plan Year.

     SECTION 13.2.  EFFECT OF TOP-HEAVINESS.  If the Plan is Top-Heavy in a Plan
Year, the following provisions apply:

     (a)  A Member who is credited with Service in a Plan Year in which the Plan
is Top-Heavy shall be 100% vested in the Member's Account under the Plan.  This
provision shall continue to apply to the Member even after the Plan ceases to be
Top-Heavy.

     (b)  A Member who is not a key employee shall receive a five percent
Company contribution.  Basic Contributions and Pension Equalizer Contributions
shall be counted as Company contributions for this purpose.  Matching
Contributions, Medisave Contributions and Pretax Contributions shall be
disregarded.


                                      49
<PAGE>

     (c)  In determining whether the requirements of section 415(e) of the Code
have been met, the 1.25 factor shall be replaced by 1.0.




                                      50


<PAGE>

                                   ARTICLE 14

                                  MISCELLANEOUS

     SECTION 14.1.  EMPLOYMENT RIGHTS.  Participation in this Plan shall not
give to any Member the right to be retained in the employ of the Affiliated
Companies, nor, upon dismissal, to have any rights other than as described in
this Plan.

     SECTION 14.2.  HEADINGS. The headings are for reference only. In the
event of a conflict between a heading and the content of a section, the
content of the section shall control.

     SECTION 14.3.  NUMBER AND GENDER.  The masculine pronoun when used
herein shall include the feminine pronoun, and the singular number shall
include the plural number, unless the context of the Plan requires otherwise.

     SECTION 14.4.  CONSTRUCTION. Except to the extent preempted by federal
law, the provisions of the Plan shall be interpreted in accordance with the
laws of the State of Texas.

     SECTION 14.5.  ADOPTION OF PLAN CONTINGENT UPON IRS APPROVAL.
Notwithstanding anything in this Plan to the contrary, the adoption of this
Plan by Dresser Industries, Inc. is contingent upon a determination by the
Internal Revenue Service that the Plan qualifies as a tax-exempt retirement
program under sections 401(a) and 501(a) of the Internal Revenue Code of
1986.  If the Internal Revenue Service fails to issue a favorable letter of
determination, Dresser Industries, Inc., at its discretion, may treat the
adoption of this Plan, the portion of any merger agreement which relates to
this Plan, and any Plan merger which occurs on or after the Effective Date as
null and void.  Title I, Part 1 of ERISA shall not apply to this Plan unless
and until the Internal Revenue Service issues a written determination that
the Plan is qualified under sections 401(a) and 501(a) of the Code.


                                    51

<PAGE>

                                   ARTICLE 15

                                    GLOSSARY

     Each word and phrase defined in this Article 15 shall have the following
meaning whenever such word or phrase used herein unless a different meaning
is clearly required by the context of the Plan.

     SECTION 15.1.  ACCOUNT.  The bookkeeping account of a Member kept
pursuant to Section 4.1, used to keep track of a Member's interest in the
Trust Fund. Some of the subaccounts kept on behalf of a Member are further
defined in Section 4.1.

     SECTION 15.2.  AFFILIATED COMPANY.  A member of a controlled group of
corporations (as defined in Code section 1563(a), determined without regard
to Code section 1563(a)(4) and Code section 1563(e)(3)(C)), of which Dresser
Industries, Inc. is a member, or

     (a)  an unincorporated trade or business which is under common control
with Dresser Industries, Inc., as determined under Code section 414(c) and
regulations issued thereunder; or

     (b)  an organization which is part of an affiliated service group with
Dresser Industries, Inc., as determined under Code section 414(m) and the
regulations thereunder; or

     (c)  any other entity required to be aggregated with Dresser Industries,
Inc., pursuant to the regulations published under Code section 414(o).

     For the purpose of determining the length of a Member's Service, the
phrase "more than 50 percent" shall be substituted for the phrase "at least
80 percent", each time it appears in Code section 1563.

     SECTION 15.3.  AFTER-TAX CONTRIBUTION.  That portion of a Member's
Earnings which the Member elects to contribute to the Member's Account on an
after-tax basis under Section 3.1(b).


                                    52

<PAGE>

     SECTION 15.4.  BASIC CONTRIBUTION.  Contributions made by the Company
under Section 3.2(a).

     SECTION 15.5.  BENEFICIARY.  The individual the Member designates to
receive the sums credited to the Member's Account in the event of the
Member's death.  The term "Beneficiary" shall include a contingent
beneficiary designated by the Member to receive said sums should the Member's
primary Beneficiary predecease the Member.  The Member shall designate a
Beneficiary as provided in Section 2.2, upon initial enrollment in the Plan,
and a Member may change a Beneficiary by filing a new designation form with
the Committee.  However, the designation by a married Member of a primary
Beneficiary other than the Member's spouse shall not be valid unless the
spouse consents to the designation of the alternate Beneficiary, the spouse's
consent acknowledges the effect of the designation, and the designation is
witnessed by a Plan representative or a notary public.

     A designation of a Beneficiary under a Predecessor Plan shall remain
valid under this Plan, until revoked by the Member.

     In the event there is no valid Beneficiary designation in effect, or if
the Member's Beneficiary has died and the Member has not made a new
Beneficiary designation, the Member's Beneficiary shall be the Member's
spouse, or if there is no spouse, the Member's estate.

     SECTION 15.6.  BOARD.  The Board of Directors of Dresser Industries, Inc.

     SECTION 15.7.  BREAK IN SERVICE.  A period of absence of 60 or more
consecutive months, beginning with a Date of Separation and continuing until
the next Date of Employment.

     SECTION 15.8.  CODE.  The Internal Revenue Code of 1986, as amended, or
as it may be amended from time to time.

     SECTION 15.9.  COMMITTEE.  The Dresser Industries, Inc. Employee
Benefits Committee as described in Article 10.


                                    53

<PAGE>

     SECTION 15.10. COMPANY.  Dresser Industries, Inc., and any Affiliated
Company which adopts this Plan. By adopting the Plan, an Affiliated Company
shall authorize the Board and the Committee to act for it in all matters
arising under or with respect to the Plan and shall comply with such other
terms and conditions as may be imposed by the Board.

     SECTION 15.11. DATE OF EMPLOYMENT.  The date on which an Employee first
earns an hour of service with the Company or an Affiliated Company.

     SECTION 15.12. DATE OF SEPARATION.  The earlier of:

     (a)  the date on which an Employee (or Former Member) quits, retires, is
discharged or dies,

     (b)  the first anniversary of any period of absence from active
employment with the Company or an Affiliated Company, for any reason other
than those specified in Section 15.12(a), subject to the provisions of
Sections 15.12(c), 9.2(a)(6), and 9.2(a)(7). Date of Separation shall not
include the date on which an Employee transfers to an ineligible job
classification or a non-participating Affiliated Company, or

     (c)  the date of disposition of business unit, as described in Section
6.1(d).

     (d)  In the case of an Employee (or Former Member) on maternity or
paternity leave which continues beyond the first anniversary of the absence
on account of such leave, the Employee's (or Former Member's) Date of
Separation shall be the second anniversary of such absence.  Maternity or
paternity leave means an absence from work for any period--

          (1)  by reason of the pregnancy of the individual,

          (2)  by reason of the birth of a child of the individual,

          (3)  by reason of the placement of a child with the individual in
connection with the adoption of such child by such individual, or


                                    54

<PAGE>

          (4)  for purposes of caring for such child for a period beginning
immediately following such birth or placement.

     SECTION 15.13. DISABILITY.  Any physical or mental condition which
renders a Member incapable of performing the work for which he was employed
or similar work, as certified in writing by a doctor of medicine and as
approved by the Committee.

     SECTION 15.14. EARNINGS.  For any Plan Year, the sum of (a) and (b)
minus (c), where:

     (a)  is the Member's W-2 Compensation, as defined in Treas. Reg. Section
1.415-2(d)(11)(i); and

     (b)  is elective contributions made on behalf of the Member by the
Company that are not includible in gross income under sections 125 (relating
to cafeteria plans) and 402(e)(3) of the Code (relating to 401(k) plans); and

     (c)  is reimbursements or other expense allowances, foreign service
allowances, the exercise of any option under the Company Stock Option Plan,
any amounts payable under a Company performance unit/share plan or incentive
stock, fringe benefits (cash and non-cash), moving expenses, deferred
compensation, and welfare benefits, to the extent such items are considered
Earnings under Section 15.14(a).

     Earnings for any Plan Year shall be limited in accordance with Code
section 401(a)(17).  This limit shall be adjusted automatically as
appropriate, in accordance with any statutory changes to the dollar figure
and in accordance with any cost-of-living adjustments to that figure under
the Code.

     SECTION 15.15. EFFECTIVE DATE.  Midnight, May 31, 1995.

     SECTION 15.16. EMPLOYEE.  An individual described in Section 2.1.

     SECTION 15.17. ERISA.  The Employee Retirement Income Security Act of
1974, as amended, or as it may be amended.




                                    55



<PAGE>

     SECTION 15.18. FORMER MEMBER.  Any person who was at one time a Member but
who is no longer a Member and who has not yet received a complete distribution
of the person's Account from the Plan.

     SECTION 15.19. HIGHLY COMPENSATED.  An Employee is Highly Compensated if at
any time during the twelve-month period preceding the first day of the current
Plan Year (the "look-back year") he:

     (a)  was a 5-percent owner of the Company or an Affiliated Company as
defined in Code section 416(i);

     (b)  earned more than $100,000 (as adjusted in accordance with section
414(q)(1) of the Code) in annual compensation from the Company and all
Affiliated Companies;

     (c)  earned more than $66,000 (as adjusted in accordance with section
414(q)(1) of the Code) in annual compensation from the Company and all
Affiliated Companies and was a member of the "top paid group".  The "top paid
group" includes all actively employed individuals who are in the top 20 percent
of the work force of the Company and Affiliated Companies on the basis of
compensation, except individuals who have not completed 6 months of service,
individuals who normally work less than 17-1/2 hours per week, or individuals
who normally work not more than 6 months during any year; or

     (d)  was an officer of the Company or an Affiliated Company and received
compensation greater than 50% of the limit on annual benefits imposed by Code
section 415(b), unless such officer was an individual who has not completed 6
months of service, an individual who normally works less than 17-1/2 hours per
week, or an individual who normally works not more than 6 months during any
year.

     An Employee who was not an Employee described in subsections (a),(b),(c),
or (d) during the look-back year will be treated as Highly Compensated for the
current Plan Year (the "determination year"), if he is described in subsections
(b), (c), or (d) of this


                                      56

<PAGE>

Section 15.19, for the determination year, and the Employee is one of the top
100 Employees by compensation during the determination year.

     The determination described above shall be made with reference to the
definition of "highly compensated employee" found in Treas. Reg. Section
1.414(q)-1T, Q&A-2.

     In no event will the Company and Affiliated Companies have more than 50
officers (or, if lesser, the greater of 3 individuals or 10 percent of the
employees) who are considered to be Highly Compensated merely by reason of their
status as officers.  Only those 50 officers with the highest compensation will
be considered Highly Compensated.

     The determination of whether an Employee is Highly Compensated is made by
taking into account compensation as defined in Code section 415(c)(3), plus
salary deferral contributions or elective deferrals to a cafeteria arrangement
or tax-sheltered annuity.  Any compensation paid to family members of a Highly
Compensated Employee shall be treated as paid to the Employee in accordance with
Code section 414(q)(6).  Family member, for this purpose, means the Employee's
spouse, and the Employee's lineal ascendants or descendants and the spouses of
such lineal ascendants or descendants.

     SECTION 15.20. INVESTMENT MANAGER.  A person or organization who is
appointed under Section 10.5 to direct the investment of all or part of the
Trust Fund, and who is either:

     (a) registered in good standing as an Investment Adviser under the
Investment Advisers Act of 1940;

     (b) a bank, as defined in that Act;

     (c) an insurance company qualified to perform investment management
services under the laws of more than one state of the United States; or

     (d) a named fiduciary described in section 403(a)(1) of ERISA.


                                      57

<PAGE>

     SECTION 15.21. INVESTMENT OPTION.  One of the options described in Article
5 or established by the Committee under Article 5, under which amounts credited
to certain of a Member's subaccounts may be invested at the Member's direction
(or absent Member direction, at the Committee's).

     SECTION 15.22. LIMITATION YEAR.  The calendar year.

     SECTION 15.23. MATCHING CONTRIBUTION.  Contributions made by the Company
under Section 3.2(b), that match Pretax Contributions or After-tax
Contributions.

     SECTION 15.24. MEMBER.  An Employee who has joined in the Plan as provided
in Article 2 and who has not transferred to an ineligible job classification.

     SECTION 15.25. NON-GRANDFATHERED MEMBER.  A Member:

     (a)  who, as of January 1, 1993, was not at least age 45 with 5 years of
Service;

     (b)  whose age and years of Service, as of January 1, 1993,  did not total
at least 65; and

     (c)  who was employed by Dresser Industries, Inc. after January 1, 1993,
but before June 1, 1995.

     SECTION 15.26. PENSION EQUALIZER CONTRIBUTION.  Contributions made by the
Company under Section 3.2(d).

     SECTION 15.27. PERIOD OF SERVICE.  The period of time beginning on a Date
of Employment and continuing until the next Date of Separation.

     SECTION 15.28. PLAN.  The Dresser Industries, Inc. Retirement Savings Plan
- A as set forth herein or in any amendments hereto.

     SECTION 15.29. PLAN YEAR.  The calendar year.

     SECTION 15.30. PREDECESSOR PLAN.  Any plan or a portion of a plan which has
been merged into this Plan as of the Effective Date, or may be merged into this
Plan, on or after the Effective Date.


                                      58

<PAGE>

     SECTION 15.31. PRETAX CONTRIBUTION.  That portion of a Member's Earnings
which the Member elects to defer to the Member's Account on a pretax basis under
Section 3.1(a).

     SECTION 15.32. TEST COMPENSATION.  Compensation used for the purpose of
determining whether the nondiscrimination tests of Sections 3.6(b)(3), (4),
and (5) are met.  The Committee shall have discretion to use any definition
of Test Compensation that is reasonable and nondiscriminatory under Code
section 414(s). However, Test Compensation for any Plan Year shall be limited
in accordance with Code section 401(a)(17).  This limit shall be adjusted
upward and downward, as appropriate, in accordance with any  statutory
changes  to  the  dollar  figure in  Code  section  401(a)(17) and in
accordance with any cost-of-living adjustments to that figure under the Code.

     SECTION 15.33. TRUST AGREEMENT.  An agreement entered into by the Company
and one or more Trustees to govern the Trust Fund, which agreement may also
provide for holding funds under any other plan maintained by the Company or an
Affiliated Company.

     SECTION 15.34. TRUST FUND.  The sum of the contributions made to the Plan
and held by the Trustee or Trustees in a trust or trusts, increased by any
profits or income thereon and decreased by any losses or reasonable expenses
incurred in the administration of the Trust Fund and any payments made
therefrom.

     The Plan is an eligible individual account plan described in ERISA section
407(d)(3)(A) and may invest more than ten percent of its assets in qualifying
employer securities.

     SECTION 15.35. TRUSTEE.  The one or more banks, trust companies or other
financial institutions which are employed to hold and manage the Trust Fund.

                                   DRESSER INDUSTRIES, INC.




                                   By:     P. M. BRYANT
                                      -------------------------------------

                                   Title:  VICE PRESIDENT - HUMAN RESOURCES
                                          ---------------------------------


















                                      59


<PAGE>

                                   APPENDIX A

                   CALCULATION OF PENSION EQUALIZER PERCENTAGE

     Each Member who was an active participant in the Dresser Industries, Inc.
Consolidated Salaried Retirement Plan (DIICON) on May 31, 1995, whose
participation was frozen as of that date, may receive a Pension Equalizer
Contribution, unless such Member was not employed by the Company, on such date
and was an active participant merely because such Member was employed by an
entity described in Articles 11 or 12 of DIICON, or was Totally Disabled as
described in Section 1.48 of DIICON.  A Member's Pension Equalizer Contribution
is the product of the Member's Equalizer Percentage as determined below and the
Member's Earnings as determined in this Plan.  The Member's Equalizer Percentage
is determined according to the following steps:

FIRST STEP - The first step is to determine the Member's Equalizer Age in
accordance with the following table:

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
    If the Member's Exact Age                  Then the Member's
     as of June 1, 1995, is:                   Equalizer Age is:
-------------------------------------------------------------------------------

   Less than or equal to age 57                      Age 62

  Greater than age 57, but less                 Exact age as of
    than or equal to age 60                June 1, 1995, plus 5 years

  Greater than age 60, but less                      Age 65
    than or equal to age 65

     Greater than age 65                              None
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

SECOND STEP - The DIICON Actuary shall calculate the amount of monthly
retirement income the Member would have received as a life annuity beginning as
of the Equalizer Age (including adjustment for early commencement, if
applicable) under the DIICON formula, assuming DIICON as in effect on May 31,
1995, had continued in effect to the Equalizer Age and assuming the Member
continued in active employment until that age.  Such projected amount shall be


                                      A-1

<PAGE>

determined without regard to DIICON Section 4.01(d), which refers to certain
annuity contracts purchased by the Company.

     In making this projection, the DIICON Actuary shall base the Member's
projected Final Average Monthly Earnings and projected Covered Compensation upon
the known Compensation (as defined in DIICON as of May 31, 1995) for calendar
years before 1995 and upon Projected Compensation for calendar years 1995 and
later.  The calculation shall be done with mathematical precision, without
regard to Sections 1.12(c) and 10.06 of DIICON. The Projected Compensation for
any given year is the Base Year Compensation projected at a 4.5% salary scale.
For the calendar year containing the Member's Equalizer Age, the Projected
Compensation shall reflect the portion of the year up to the Member's Equalizer
Age.

     The Base Year Compensation is the sum of the following two amounts:

1.   The 1994 Compensation as defined in DIICON (but without regard to DIICON
     Section 1.12(c)), less any bonus included therein, and

2.   The two-year average of any bonus amounts earned in 1993 and 1994, whether
     included in Compensation (as defined in DIICON) or previously excluded
     because such amounts had been deferred.

     The Final Average Monthly Earnings determined above, however, shall not be
less than the Final Average Monthly Earnings as of May 31, 1995 (excluding
earnings after January 1, 1995), determined without regard to DIICON Section
1.12(c), projected at a 4.5% salary scale to the Member's Equalizer Age.  For
this purpose, the projection will include the fraction of a year, if any, from
the beginning of the year in which the Equalizer Age occurs to the Equalizer
Age.

THIRD STEP - The DIICON Actuary shall project to the Equalizer Age the
hypothetical account balance that would accumulate from Company contributions of
7% of Projected Compensation, if such


                                      A-2

<PAGE>

contributions began on the Effective Date and were made monthly until the
date the Member attains his Equalizer Age.  For this purpose, if the 1994
Compensation was for less than 12 months, the 1994 Compensation, less any
bonus included therein, used in the Base Year Compensation, shall be
annualized before use for projection.  The DIICON Actuary shall assume that
the hypothetical account balance grows at the rate of 8% per annum.  The
DIICON Actuary then shall convert the hypothetical account balance to a
monthly retirement income payable as a life annuity, using the appropriate
factor from the 1983 Group Annuity Mortality Table, weighted 90% male and 10%
female, with an interest discount rate of 8%.

FOURTH STEP - The DIICON Actuary shall subtract from the amount determined in
Second Step above the amount determined in the Third Step above, plus the amount
that would be received (including any purchased annuity described in Section
4.01(d) of DIICON) from DIICON, assuming that: (1) the form of payment is a life
annuity, (2) no Compensation after January 1, 1995, is considered, and (3) the
Member retires as of the Member's Equalizer Age.  The result shall be called the
"Shortfall Amount".  If such amount is less than zero, it will be deemed to
equal zero.  The DIICON Actuary shall then determine the Equalizer Percentage
such that, if the Equalizer Percentage is multiplied by the Projected
Compensation from the Third Step above for years after June 1, 1995, and
accumulated with investment return of 8% per annum to the Equalizer Age and
divided by the same conversion factor from the Third Step above, then the result
would equal the Shortfall Amount.  The Equalizer Percentage is rounded to the
nearest 1/10th of 1%.


                                      A-3

<PAGE>

                                   APPENDIX B

                      CALCULATION OF MEDISAVE CONTRIBUTIONS

     SECTION B.1.   MEDISAVE CONTRIBUTIONS. The following Members, who must be
eligible to participate in the Dresser group medical plan, shall be eligible to
receive Medisave Contributions if they were eligible to participate in this Plan
(or a Predecessor Plan) for at least one year:

     (a)  Non-grandfathered Members;

     (b)  Members hired by Dresser Industries, Inc. after May 31, 1995, who are
not employed by the Oilfield Services Group;

     (c)  Members hired by Dresser Industries, Inc. before June 1, 1995, who are
employed by the Security Division or the Guiberson-AVA Division of Dresser
Industries, Inc; and

     (d)  Members who were participants in the Baroid Corporation Savings Plan
on May 31, 1995.

     The Medisave Contribution on behalf of Members described in subsections
(a), (b) or (c) shall be equal to 50% of the Pretax and After-tax Contributions
of the Member, to the extent such Member's contributions do not exceed 4% of the
Member's Earnings.  These contributions shall be made semimonthly to the
Medisave Account of each Member described in subsections (a), (b) or (c), who
has made employee contributions during the semimonthly period.  Medisave
Contributions made in accordance with this Section may be forfeited or returned,
in accordance with the provisions of Section 3.6(b).

     The Medisave Contribution on behalf of each Member described in subsection
(d) shall be $400 each Plan Year, but shall be made at the discretion of
Oilfield Services Group's management.  If this contribution is authorized, it
shall be paid out of the profits of the Oilfield Services Group, to each Member
described in subsection (d) who is (i) employed on the last day of the Plan Year
for which


                                      B-1

<PAGE>

the contribution is made, or (ii) died, retired, or became disabled during
the Plan Year.


























                                      B-2
<PAGE>

                                  APPENDIX C

                     TK VALVE & MANUFACTURING PLAN MERGER

     SECTION C.1.   BACKGROUND.  On March 31, 1993, the Company acquired all of
the outstanding stock of TK Valve & Manufacturing, Incorporated ("TK").
Effective January 1, 1994, the Profit Sharing Plan of TK Valve & Manufacturing,
Incorporated ("TK Plan") was merged into the Dresser Industries, Inc. Salary
Deferral Plan. This Appendix contains special rules related to this merger, that
continue to apply to the accounts of participants that were transferred to this
Plan.

     SECTION C.2.   SERVICE. The rules in this Section C.2 apply to individuals
who were employed by TK at any time prior to January 1, 1994.

     (a)  SERVICE FOR PERIODS BEFORE AUGUST 1, 1993. Years of service credited
under the TK Plan as of July 31, 1993, will count as years of Service under this
Plan.

     (b) SERVICE FOR PERIODS AFTER JULY 31, 1993.  In general, Service for all
periods of employment after July 31, 1993, will be determined in accordance with
Article 9 of this Plan. However, any individual who is credited with at least
1,000 hours of service under the TK Plan during the period from August 1, 1993
to December 31, 1993, will be credited with a year of Service under this Plan on
December 31, 1993. This year of Service will be the only Service credited to
such an individual for the period from August 1, 1993 to July 31, 1994.

     (c) RELATIONSHIP TO BREAK IN SERVICE RULES CLARIFIED. Any Service that
would otherwise be credited under this Section C.2 is subject to forfeiture
under the regular Break in Service rules in Section 9.2(b)(1).

     SECTION C.3. TK SUBACCOUNTS.


                                    C-1


<PAGE>

     (a) IN GENERAL. A separate subaccount will be established for each
individual for whom an amount was transferred to the Plan from the TK Plan ("TK
subaccount"). The TK subaccount will consist of the amount transferred to the
Plan, and will be credited with earnings and other investment gains and losses
of the Trust Fund. An individual will be 100% vested in all the amounts in his
TK subaccount.

     (b) EFFECT OF CERTAIN RULES LIMITED TO TK SUBACCOUNT. The rules in Sections
C.4 to C.5 only apply to the TK subaccount. A withdrawal under Section C.4 will
reduce the TK subaccount by the amount of the withdrawal. A distribution under
Section C.5 will reduce the TK subaccount to zero. At any given time, the rules
in Sections C.4 to C.5 apply only to the balance of the TK subaccount remaining
after these reductions have been made.

     SECTION C.4. SPECIAL WITHDRAWAL RULES. A Member may withdraw the portion of
his TK subaccount, if any, attributable to voluntary employee contributions
under the TK Plan (after-tax contributions in excess of the 2% mandatory
employee contribution required under that plan). Withdrawals under this Section
may be made no more than once in any 12-month period.

     SECTION C.5. SPECIAL DISTRIBUTION RULES. An Employee who does not have an
election in effect to make Pretax Contributions may elect to receive a
distribution of his entire TK subaccount, regardless of the fact that he has not
separated from service. An Employee electing to do so, however, will not be
allowed to make any Pretax Contributions during the 12-month period following
this election. Notwithstanding the previous sentence, no withdrawals of amounts
attributable to pretax contributions shall be permitted if the distribution
would violate the requirements of section 401(k)(2)(B) of the Code.


                                    C-2


<PAGE>

                                   APPENDIX D

          MERGER OF SAVINGS PLAN FOR EMPLOYEES OF BAROID CORPORATION

                  WITH AND INTO THE DRESSER INDUSTRIES, INC.

                            RETIREMENT SAVINGS PLANS

     WHEREAS, Baroid Corporation ("Baroid") has heretofore adopted the Savings
Plan for Employees of Baroid Corporation (the "Baroid Plan"); and

     WHEREAS, Dresser Industries, Inc. ("Dresser") sponsors and maintains the
Dresser Industries, Inc. Retirement Savings Plan-A (the "Dresser Plan-A"), the
Dresser Industries, Inc. Retirement Savings Plan-B (the "Dresser Plan-B"), and
the Dresser Industries, Inc. Deferred Savings Plan, (the "Savings Plan")
(jointly, the "Dresser Plans"); and

     WHEREAS, Baroid was merged with Dresser and the parties hereto desire that
the employees of Baroid become covered by the Dresser Plans; and

     WHEREAS, the parties hereto desire to provide simultaneously for a spin-off
of the Baroid Plan into functional group components and for the mergers of the
resulting group components of the Baroid Plan into the Dresser Plan-A, the
Dresser Plan-B, and the Savings Plan effective as of June 1, 1995:

     NOW, THEREFORE, the parties hereto agree as follows:

     1.   Effective as of June 1, 1995, the accounts under the Baroid Plan of
Baroid employees eligible to participate in the Dresser Plan-A, the accounts
under the Baroid Plan of Baroid employees eligible to participate in the Dresser
Plan-B, and the accounts under the Baroid Plan of Baroid employees eligible to
participate in the Savings Plan are hereby transferred to and merged with and
into, respectively, the Dresser Plan-A, the Dresser Plan-B, and the Savings Plan
with the result that the provisions of


                                    D-1

<PAGE>

the Dresser Plans replace the provisions of the Baroid Plan in their entirety
except as otherwise herein provided.

     Former employees with account balances in the Baroid Plan will be
transferred to the Dresser Plans in accordance with their eligibility status
immediately prior to termination of employment.

     Pursuant to such merger, the assets held under the Baroid Plan shall be
transferred as soon as practicable as provided in Item 2 hereof to the Dresser
Plans to be held under the existing trusts maintained under said Dresser Plans.
Such transfers shall be in cash or in kind as directed by the Dresser Plans'
administrative committee (the "Committee") except that in accordance with the
provisions of Item 6 hereof shares of Dresser Industries, Inc. common stock,
shares of NL Industries common stock, shares of Tremont Corporation common
stock, as well as temporary Investment Funds under the Baroid Plan which were
established in connection with such merger pursuant to Item 6 hereof, and
including outstanding participant loans, shall be transferred in kind.

     2.   Immediately after the merger of the relevant group component of the
Baroid Plan with and into the Dresser Plan-A, each Member of the Dresser Plan-A
shall, if the Dresser Plan-A were then terminated, be entitled to a benefit
which is at least equal to the benefit such Member would have been entitled to
immediately prior to the merger if the Baroid Plan and the Dresser Plan-A had
then terminated.

     Immediately after the merger of the group component of the Baroid Plan with
and into the Dresser Plan-B, each Member of the Dresser Plan-B shall, if the
Dresser Plan-B were then terminated, be entitled to a benefit which is at least
equal to the benefit such Member would have been entitled to immediately prior
to the merger if the Baroid Plan and Dresser Plan-B had then terminated.

     Immediately after the merger of the group component of the Baroid Plan with
and into the Savings Plan, each Member of the


                                     D-2


<PAGE>

Savings Plan shall, if the Savings Plan were then terminated, be entitled to a
benefit which is at least equal to the benefit such Member would have been
entitled to immediately prior to the merger if the Baroid Plan and the Savings
Plan had then terminated.

     The provisions of this instrument shall be construed under and in
accordance with section 208 of the Employee Retirement Income Security Act of
1974, as amended, and sections 401(a)(12) and 414(1) of the Internal Revenue
Code of 1986, as amended, and federal regulations promulgated thereunder.

     3.   As soon as practicable after the merger of the Baroid Plan with and
into the Dresser Plans, the appropriate officers of Dresser and Baroid shall
determine if Baroid is projected to attain (or if such determination cannot be
made until the end of 1995, in fact attained) the profit objectives established
for 1995 as a condition for 1995 Employer Contributions to the Baroid Plan
(based upon the corporate performance of Baroid for the period of January 1,
1995 through May 31, 1995 if such determination is made prior to the close of
1995). If it is determined that Baroid attained or is projected to attain, as
applicable, such profit objectives, Dresser shall make Employer Contributions to
the applicable Dresser Plan (as successor to the portion of the Baroid Plan
which was merged into it) pursuant to Section 5.1 of the Baroid Plan for the
period of January 1, 1995 through May 31, 1995 on a prorated basis as determined
by the appropriate officers of Dresser and Baroid. Any such pro-rata Employer
Contributions for such period shall be made as soon as practicable after the
determination of the amount thereof to and shall be allocated as of May 31, 1995
to the Plan Accounts of the Baroid Plan Participants in accordance with the
provisions of Article V of the Baroid Plan but based upon Pre-Tax and After-tax
Contributions made and Compensation earned during the period of January 1, 1995
through May 31, 1995 and based upon May 31, 1995 as the Plan Year end for


                                    D-3


<PAGE>

the Baroid Plan for 1995. If the pro-rata Employer Contributions for to
Baroid Plan for the period of January 1, 1995 through May 31, 1995 are
determined and made prior to the close of 1995 then, at the end of 1995, the
appropriate officers of Dresser shall determine if Baroid attained the profit
objectives established for 1995 as a condition for 1995 Employer
Contributions to the Baroid Plan and, if so, whether the pro-rata Employer
Contributions made for the Baroid Plan Participants as of May 31, 1995 were
sufficient to constitute pro-rata Employer Contributions for such short
period. If it is determined that such contributions were not sufficient to
constitute pro-rata Employer Contributions for such short period, Dresser
may, as directed by the appropriate officers of Dresser, contribute to the
Dresser Plans on behalf of the Baroid Plan Participants such Employer
Contributions as are determined to be appropriate. Any such additional 1995
pro-rata Employer Contributions for the Baroid Plan Participants shall be
allocated in the same way and to the same persons as if they had been
contributed as a part of the 1995 pro-rata Employer Contributions made for
the Baroid Plan Participants earlier in 1995.

     All contributions made in accordance with this Item 3 shall be treated as
having been made to the Baroid Plan as of May 31, 1995, provided such
contributions are made no later than 30 days after the end of the period
described in Code 404(a)(6) applicable to the taxable year of Dresser in which
the 1995 Plan year for the Baroid Plan ends.

     4.   The provisions of Items 5 through 8 of this instrument shall be
applicable to the accounts (the "Baroid Plan Accounts") transferred to the
Dresser Plans pursuant to the merger of the Baroid Plan with and into the
Dresser Plans of an individual ("Baroid Participant") who was a participant in
the Baroid Plan prior to such mergers.


                                    D-4


<PAGE>

     5.   Except as provided specifically herein, Baroid Plan Accounts shall be
governed by the provisions of the Dresser Plans in the same manner as any other
account under the Dresser Plans as follows:

     (a)  The portion of a Baroid Plan Account which is attributable to Pretax
Contributions made to the Baroid Plan shall be treated in the same manner as a
Pretax Account;

     (b)  The portion of a Baroid Plan Account which is attributable to Employer
Contributions made to the Baroid Plan shall be treated in the same manner as a
Matching Account;

     (c)  The portion of a Baroid Plan Account which is attributable to
After-tax Contributions made to the Baroid Plan shall be treated in the same
manner as an After-tax Account;

     (d)  The portion of a Baroid Plan Account which was attributable to a
rollover into the Baroid Plan shall be treated in the same manner as a Rollover
Account; and

     (e)  The portion of a Baroid Plan Account which was attributable to a
Medisave Contributions made to the Baroid Plan shall be treated in the same
manner as a Medisave Account.

     6.   Incident to the transfer to the Dresser Plans of the Baroid Plan
Accounts, the Investment Funds of the Baroid Plan shall be liquidated and the
proceeds invested in the investment funds of the Dresser Plans with the proceeds
from the liquidation of the Baroid Plan Investment Fund being invested by the
Employee Benefits Committee in the investment fund of the applicable Dresser
Plan which is most comparable thereto in terms of type of investments and nature
of investment goals except that:

     (a)  Baroid Plan outstanding Participant loans shall be continued as
outstanding participant loans subject, however, to such adjustments as may be
appropriate or necessary to conform to the Dresser Plans' loan procedures and
administration;


                                    D-5




<PAGE>

     (b)  The common stock of Dresser Industries, Inc., Tremont Corporation
and NL Corporation shall be invested in separate frozen investment funds
established under the Dresser Plans for such assets. The assets of such
frozen funds shall continue to be invested in such assets unless and until a
Baroid Participant directs sale and reinvestment into any of the regular
investment funds under the Dresser Plans in accordance with the standard
investment change provisions of the Dresser Plans. Any such sale and
reinvestment elections must be made on or before December 1, 1996 and, from
and after such date, the remaining common stock of Tremont Corporation and NL
Corporation in the frozen investment funds established pursuant to this
subitem (b) shall be liquidated on or about December 1, 1996 and will
initially be invested in the equity index funds of the Dresser Plans.

     All amounts distributable from the Tremont Stock Fund and/or the NL Fund
prior to December 1, 1996 shall be paid entirely in cash, or entirely in
whole shares of the applicable stock and in cash to the extent of any
fractional shares (to 1/1,000th of a share), as the Participant shall elect.
Absent such an election, amounts distributable from the Tremont Stock Fund
and/or the NL Fund shall be paid in whole shares of Employer Stock (and
fractional shares to 1/1,000th of a share paid in cash).

     No amounts may be invested in the frozen investment funds established
pursuant to this subitem (b) other than the common stock of Dresser
Industries, Inc., Tremont Corporation and NL Corporation transferred in kind
from the Baroid Plan to the Dresser Plans; and

     (c)  The funds under the Baroid Plan assigned to the Merrill Lynch
Retirement Preservation Trust shall remain invested in this fund and shall
become a frozen investment fund under the Dresser Plans. The assets of such
frozen funds shall continue to be invested in such assets unless and until a
Baroid Participant


                                    D-6

<PAGE>

directs sale and reinvestment into a "noncompeting" fund under the Dresser
Plans in accordance with the standard investment change provisions of the
Dresser Plans.

     From and after such initial transfer and subject to the provisions of
this Item 6, Baroid Plan Participants may direct as to the investment of
their Baroid Plan Accounts in accordance with the then applicable provisions
of the Dresser Plans. Notwithstanding the foregoing and in order to more
efficiently effectuate the merger of the Baroid Plan with and into the
Dresser Plans, the Investment Funds of the Baroid Plan (other than the
Investment Funds which are to be maintained as frozen funds pursuant to items
(a), (b) and (c) of this Item 6 following merger of the Baroid Plan with and
into the Dresser Plans) may, as directed by the Committee, be liquidated
during a reasonable period prior to the merger of the Baroid Plan with and
into the Dresser Plans (rather than coincident with such mergers) and the
proceeds invested under the Baroid Plan in temporary Investment Funds
established thereunder which are identical to the investment funds of the
Dresser Plans with the proceeds from the liquidation of an original Baroid
Plan Investment Fund being invested in the temporary Investment Fund under
the Baroid Plan which is most comparable thereto in terms of type of
investments and nature of investment goals. In the event that such
liquidation and reinvestment in temporary Investment Funds which are
identical to the investment funds of the Dresser Plans is effected, such
temporary Investment Funds shall be transferred in kind to the Dresser Plans
upon the merger of the Baroid Plan with and into the Dresser Plans and
thereupon merged into the respective parallel investment funds of the Dresser
Plans.

     7.   From and after transfer to the Dresser Plans, each Baroid Plan
Participant shall have a vested and nonforfeitable interest in

                                    D-7

<PAGE>

the portion of his Baroid Plan Account attributable to Employer Contributions
in accordance with the following schedule:

               YEARS OF SERVICE    VESTED INTEREST
               ----------------    ---------------
               Less than 3               0%
                    3                   50%
                    4                   75%
               5 or more               100%

     For purposes of the foregoing schedule, a Baroid Plan Participant's
"Years of Service" shall be calculated in accordance with the provisions of
the Dresser Plans (with respect to service completed both before and after
June 1, 1995) but for the period prior to December 31, 1995 shall not be less
than the amount computed as follows:

     (a)  the number of years equal to the number of years credited to him
under the Baroid Plan for vesting purposes as of December 31, 1994; plus

     (b)  the greater of (1) the period of service that would be credited to
him for vesting purposes under the Dresser Plans, whichever is applicable to
him, for his service during the period of January 1, 1995 through December
31, 1995 or (2) the service credited as of June 1, 1995 for vesting purposes
under the Baroid Plan for the 1995 computation period.

     Provisions of the Dresser Plans notwithstanding, the nonforfeitable
percentage in the Dresser Plans of any Baroid Plan Participant who had
completed at least three years of service as of June 1, 1995 shall not be
less than the percentage determined in accordance with the foregoing schedule
if application of such schedule would result in a greater nonforfeitable
percentage than would otherwise be applicable under the Dresser Plans.

     8.   Distribution and withdrawal provisions of the Dresser Plan to the
contrary notwithstanding, this Item 8 shall govern as to distributions and
withdrawals from the Dresser Plans by the Baroid Plan Participants:


                                    D-8

<PAGE>

     (a)  In addition to the other in-service withdrawal rights available
pursuant to the Dresser Plan, a Baroid Plan Participant may at any time
withdraw any portion of the then value of his Baroid Plan Account which is
attributable to After-Tax Contributions, Rollover Contributions and ESOP
Contributions.

     (b)  In addition to the other in-service withdrawal rights available
pursuant to the Dresser Plan, a Baroid Plan Participant who has attained the
age of 59 1/2 may withdraw any portion of the then value of his Baroid Plan
Account which is attributable to Pre-Tax Contributions.

     (c)  In addition to the other in-service withdrawal rights available
pursuant to the Dresser Plan, a Baroid Plan Participant may withdraw any
portion of the then value of the vested portion of his Baroid Plan Account
which is attributable to Employer Contributions which were made to the Baroid
Plan at least 24 months prior to the date of such withdrawal.

     (d)  In addition to the other in-service withdrawal rights available
pursuant to the Dresser Plan, a Baroid Plan Participant who has a combined
period of participation in the Baroid Plan and the applicable Dresser Plan of
at least 60 months may withdraw any portion of the then value of his Baroid
Plan Account which is attributable to Employer Contributions made to the
Baroid Plan.

     (e)  In addition to other benefit forms available pursuant to the
Dresser Plan upon termination of employment, a Baroid Plan Participant may
elect to have his Baroid Plan Account distributed in equal annual
installments over a fixed number of years not to exceed the lesser of fifteen
years or his life expectancy.

     (f)  The vested portion of a Baroid Plan Participant's Baroid Plan
Account may be withdrawn on account of hardship, in accordance with the
procedures and restrictions set forth in the Dresser Plans' hardship
withdrawal provisions.


                                    D-9

<PAGE>

     (g)  In addition and as an elective alternative to the normal benefit
payment form available under the Dresser Plans upon termination of
employment, a Baroid Plan Participant who terminates employment by reason of
Disability or Retirement may elect to receive his Baroid Plan Account in the
form of a commercial annuity contract providing payments for the life of the
Baroid Plan Participant if he is not married or a joint and survivor annuity
providing payments for his life and a fifty percent surviving spouse annuity
for the life of his surviving spouse if he is married. In lieu of the
foregoing forms of annuity contract payments for his Baroid Plan Account
under this subitem (g), a Baroid Plan Participant may elect a commercial
annuity contract providing alternate forms of annuity payments. The terms of
any commercial annuity contract distributed to a Baroid Plan Participant
shall provide that payments under such annuity will commence immediately,
subject to the Baroid Plan Participant's rights to defer commencement of
payments in accordance with applicable provisions of the Dresser Plans. The
procedure for a Baroid Plan Participant to elect the commercial annuity
contract form of distribution will be to deliver to the Committee a written
notice of his interest in an annuity form of distribution. Upon receipt of
such notice, the Committee will give the Baroid Plan Participant a written
explanation in non-technical language of: (i) the terms and conditions of the
annuity contract distribution form in general and of the normal annuity
contract form of payment of the qualified joint and fifty percent surviving
spouse form of annuity or, as applicable, the single life form of annuity,
(ii) the Baroid Plan Participant's right to make, and to revoke, an election
waiving the joint and fifty percent surviving spouse form of annuity or, as
applicable, single life form of annuity, (iii) the financial effect upon his
benefit (in terms of dollars per benefit payment) of his making or revoking
an election to waive the


                                    D-10

<PAGE>

qualified joint and fifty percent surviving spouse form of annuity, or, as
applicable, single life form of annuity, (iv) the rights of his spouse with
respect to his elections and (v) sufficient additional information to explain
the relative values of alternative forms of payment under the annuity
contract distribution option. The Committee will either mail or personally
deliver the written explanation to the Baroid Plan Participant by such time
as to reasonably assure that it will be received on or about the later of:

     (1) No more than ninety days prior to his entry date into the annuity
contract: and

     (2) No less than thirty days prior to his entry date into the annuity
contract.

     If an additional written explanation is due because of the Baroid Plan
Participant's written request for additional information, such explanation
may be personally delivered or mailed (first class, postage prepaid) within
thirty days from the date of the Baroid Plan Participant's written request.
The period within which the Baroid Plan Participant must make his election
shall be the ninety-day period ending on his annuity starting date (as such
term is defined in Code  417(f)(2)). The Baroid Plan Participant may revoke
any election made (or make a new election) at any time during such election
period. If, during such election period, the Baroid Plan Participant makes a
written request to the Committee for additional information, the election
period will be extended to the extent necessary, to include the ninety
calendar days immediately following the furnishing of all the additional
information to him. Once an insurance company has issued the form of annuity
contract elected, the election period shall cease and the Baroid Plan
Participant's annuity election shall be irrevocable. If a married Baroid Plan
Participant whose benefits, in the absence of an election otherwise, would be
paid in the joint


                                    D-11

<PAGE>

and fifty percent surviving spouse form of annuity elects a different annuity
form, such election must be in the form of a qualified election. A qualified
election is a benefit election accompanied by a written waiver of the joint
and fifty percent surviving spouse form of annuity which waiver along with,
where applicable, the designation of a specific beneficiary other than the
spouse and his specific form of benefit is consented to by his spouse in a
writing which is witnessed by a representative of the Dresser Plan-A or the
Dresser Plan-B, as applicable, or a notary public, which acknowledges the
effect of the election and which may not be changed without the consent of
the Baroid Plan Participant's spouse, except to elect a joint and fifty
percent surviving spouse form annuity. Upon receipt of the executed forms
wherein a Baroid Plan Participant elects the annuity contract distribution
form and the type of annuity he desires to receive, the portion of his
Accounts under the Dresser Plans which are governed by this subitem (g) shall
be converted into cash and used to purchase a commercial annuity contract
providing the annuity form of payment selected by the Baroid Plan Participant.

     (h)  If a Baroid Plan Participant who is married and who has elected an
annuity contract form of distribution pursuant to subitem (g) above
(regardless of the form of payment he elected under such contract) dies prior
to the purchase of such contract, 50% of his Baroid Plan Account shall be
distributed to his surviving spouse (and any beneficiary designation or other
election to the contrary shall be null and void) in the form of an annuity
contract providing a single life annuity for the life of such spouse unless
such spouse elects a lump sum payment or an alternate form of benefit
provided in this subitem 8 or in the Dresser Plan-A, Dresser Plan-B or the
Savings Plan, as applicable. If a Baroid Plan Participant who is married has
elected an annuity contract form of distribution pursuant to subitem (g)
above

                                    D-12

<PAGE>

(regardless of the form of payment he elected under such contract), any
withdrawals from or loans made from his Baroid Plan Account prior to the
purchase of such contract shall be subject to the election and spousal
consent rules described in subitem (g) above in the same manner as the Baroid
Plan Participant's elections to take an annuity form of payment other than
the joint and fifty percent surviving spouse annuity.

     (i)  This Item 8 is intended to preserve with respect to the account
balances transferred to the Dresser Plans from the Baroid Plan Accounts all
forms of benefits required to be preserved pursuant to section 411 of the
Code and Treasury Regulations promulgated thereunder and is to be interpreted
and construed to effectuate such purpose. To the extent that any form of
benefit provided with respect to the Baroid Plan Accounts pursuant to this
Item 8 is generally available under the Dresser Plans, a Baroid Plan
Participant shall not have a separate benefit form election with respect to
his Baroid Plan Account by virtue of this Item 8.

     9.   For purposes of this instrument, capitalized terms shall have the
meanings ascribed to them in the Dresser Plans or the Baroid Plan, as
applicable, unless otherwise defined herein.

     10.  As amended hereby, the Dresser Plans are specifically ratified and
reaffirmed.











                                    D-13



<PAGE>

                                   APPENDIX E

              MERGER OF WHEATLEY TXT CORP. EMPLOYEES' SAVINGS PLAN

                   WITH AND INTO THE DRESSER INDUSTRIES, INC.

                            RETIREMENT SAVINGS PLANS

     WHEREAS, Wheatley TXT Corp. ("Wheatley") has heretofore adopted the
Wheatley TXT Corp. Employees' Savings Plan (the "Wheatley Plan") and merged
the Axelson Inc. Retirement Savings Plan (the "Axelson Plan") into the
Wheatley Plan; and

     WHEREAS, Dresser Industries, Inc. ("Dresser") sponsors and maintains the
Dresser Industries, Inc. Retirement Savings Plan-A (the "Dresser Plan-A") and
the Dresser Industries, Inc. Retirement Savings Plan-B (the "Dresser Plan-B")
(jointly, the "Dresser Plans");

     WHEREAS, Wheatley TXT, was merged with Dresser and the parties hereto
desire that the employees of Wheatley TXT become covered by the Dresser
Plans; and

     WHEREAS, the parties hereto desire to provide simultaneously for a
spin-off of the Wheatley Plan into functional group components and for the
mergers of the resulting group components of the Wheatley Plan into,
respectively, the Dresser Plan-A and the Dresser Plan-B, effective as of June
1, 1995;

     NOW, THEREFORE, the parties hereto agree as follows:

     1.   Effective as of June 1, 1995, the accounts under the Wheatley Plan
of Wheatley employees eligible to participate in the Dresser Plan-A, and the
accounts under the Wheatley Plan of Wheatley employees eligible to
participate in the Dresser Plan-B, are hereby transferred to and merged with
and into, respectively, the Dresser Plan-A and the Dresser Plan-B, with the
result that the provisions of the Dresser Plans replace the provisions of the
Wheatley Plan in their entirety except as otherwise herein provided.

                                      E-1

<PAGE>

     Former employees of Wheatley and Axelson, Inc., with account balances in
the Wheatley Plan will be transferred to the Dresser Plans in accordance with
their eligibility status immediately prior to termination of employment.

     Pursuant to such merger, the assets held under the Wheatley Plan shall
be transferred as soon as practicable to the Dresser Plans to be held under
the existing trusts maintained under said Dresser Plans. Such transfers shall
be in cash or in kind as directed by the Dresser Plans' administrative
committee (the "Committee") except that shares of Dresser Industries, Inc.
common stock, and shares of Hanson Corporation common stock shall be
transferred in kind.

     2.   Immediately after the merger of the group component of the Wheatley
Plan with and into the Dresser Plan-A, each Member of the Dresser Plan-A who
was a Participant in the Wheatley Plan shall, if the Dresser Plan-A were then
terminated, be entitled to a benefit which is at least equal to the benefit
such Member would have been entitled to immediately prior to the merger if
the Wheatley Plan had then terminated. Immediately after the merger of the
group component of the Wheatley Plan with and into the Dresser Plan-B, each
Member of the Dresser Plan-B who was a Participant in the Wheatley Plan
shall, if the Dresser Plan-B were then terminated, be entitled to a benefit
which is at least equal to the benefit such Member would have been entitled
to immediately prior to the merger if the Wheatley Plan had then terminated.
The provisions of this instrument shall be construed under and in accordance
with section 208 of the Employee Retirement Income Security Act of 1974, as
amended, and sections 401(a)(12) and 414(1) of the Internal Revenue Code of
1986, as amended, and federal regulations promulgated thereunder.

     3.   After the merger of the Wheatley Plan with and into the Dresser
Plans, the appropriate officers of Dresser and Wheatley


                                      E-2

<PAGE>

shall determine a matching percentage level of Employer Matching
Contributions to make on behalf of the Wheatley Plan Participants (based upon
such factors as they deem appropriate) for the period of March 1, 1995
through May 31, 1995. Such Employer Matching Contributions for such period
shall be made to the Dresser Plans as soon as practicable following the
merger of the Wheatley Plan into the Dresser Plans and shall be allocated as
of May 31, 1995 in accordance with the provisions of Wheatley Plan based upon
Wheatley Plan Participants' eligible contributions to the Wheatley Plan which
were made during the period of March 1, 1995 through May 31, 1995.

     All contributions made in accordance with this Item 3 shall be treated
as having been made to the Wheatley Plan as of May 31, 1995.

     4.   The provisions of Items 5 through 8 of this instrument shall be
applicable to the benefits (the "Wheatley Plan Accounts") transferred to the
Dresser Plans pursuant to the merger of the Wheatley Plan into the Dresser
Plans of an individual ("Wheatley Participant") who was a participant in the
Wheatley Plan prior to such merger.

     5.   Except as provided specifically herein, a Wheatley Participant's
Wheatley Plan Account shall be governed by the provisions of the Dresser
Plan-A or the Dresser Plan-B, as applicable, in the same manner as any other
account thereunder as follows:

     (a)  The portion of a Wheatley Participant's Wheatley Plan Account which
is attributable to elective salary deferral contributions made on his behalf
to the Wheatley Plan shall be treated in the same manner as a Pretax Account;

     (b)  The portion of a Wheatley Participant's Wheatley Plan Account which
is attributable to employer contributions made on his


                                      E-3

<PAGE>

behalf to the Wheatley Plan shall be treated in the same manner as a Matching
Account; and

     (c)  The portion of a Wheatley Participant's Wheatley Plan Account which
was attributable to a rollover into the Wheatley Plan shall be treated in the
same manner as a Rollover Account.

     6.   Incident to the transfer to the Dresser Plans of the Wheatley Plan
Accounts, the Investment Funds of the Wheatley Plan shall be liquidated and
the proceeds invested in the investment funds of the Dresser Plans with the
proceeds from the liquidation of the Wheatley Plan Fund being invested by the
Employee Benefits Committee in the investment fund of the applicable Dresser
Plan which is most comparable thereto in terms of type of investments and
nature of investment goals, except that the common stock of Dresser
Industries, Inc. and Hanson Corporation shall be invested in separate frozen
investment funds established under the Dresser Plans for such assets. The
assets of such frozen funds shall continue to be invested in such assets
unless and until a Wheatley Participant directs sale and reinvestment into
any of the regular investment funds under the Dresser Plans in accordance
with the standard investment change provisions of the Dresser Plans. Any such
sale and reinvestment elections must be made on or about December 1, 1996
and, from and after such date, the remaining common stock of Hanson
Corporation in the frozen investment funds established pursuant to this item
6 shall be liquidated on December 1, 1996 and initially invested in the
equity index funds of the Dresser Plans. No amounts may be invested in the
frozen investment funds established pursuant to this item 6 other than the
common stock of Dresser Industries, Inc. and Hanson Corporation transferred
in kind from the Wheatley Plan to the Dresser Plans. All amounts
distributable from the Hanson Stock Fund prior to December 1, 1996 shall be
distributed entirely in cash.


                                      E-4

<PAGE>

     After such initial transfer, Wheatley Participants may direct as to the
investment of their Wheatley Plan Accounts in accordance with the then
applicable provisions of the Dresser Plans.

     7.   From and after transfer to the Dresser Plan, each Wheatley Plan
Participant shall have a vested and nonforfeitable interest in the portion of
his Wheatley Plan Account attributable to employer contributions made on his
behalf to the Wheatley Plan in accordance with the vesting provisions of the
Dresser Plans except that in determining his service which is credited for
vesting purposes to determine such vested and nonforfeitable interest, a
Wheatley Plan Participant's Service shall be calculated in accordance with
the Dresser Plans (with respect to Service completed both before and after
June 1, 1995) but for the period prior to December 31, 1995 such Service
shall not be less than the amount computed as follows:

     (a)  the number of years equal to the number of years credited to him
under the Wheatley Plan for vesting purposes as of December 31, 1994; plus

     (b)  the greater of (1) the period of Service that would be credited to
him for vesting purposes under the Dresser Plans, whichever is applicable to
him, for his Service during the period of January 1, 1995 through December
31, 1995 or (2) the Service credited as of June 1, 1995 for vesting purposes
under the Wheatley Plan for the 1995 computation period.

     8.   Distribution and withdrawal provisions of the Dresser Plan to the
contrary notwithstanding, this Item 8 shall govern as to distributions and
withdrawals from the Wheatley Plan Accounts:

     (a)  In addition to the other in-service withdrawal rights available
pursuant to the Dresser Plans, a Wheatley Plan Participant who has attained
the age of 65 may withdraw at any time any portion of the then value of his
Wheatley Plan Account.





                                      E-5



<PAGE>

     (b)  In addition to the other in-service withdrawal rights available
pursuant to the Dresser Plans, a Wheatley Plan Participant who has attained the
age of 59 1/2 may withdraw at any time any portion of the then value of his
Wheatley Plan Account which is attributable to elective salary deferral
contributions and qualified employer non-elective contributions to the Wheatley
Plan and Compensation Deferral Contributions and Employer Matching Contributions
to the Axelson Plan.

     (c)  In addition to other benefit forms available pursuant to the Dresser
Plan upon termination of employment, a Wheatley Plan Participant may elect to
have his Wheatley Plan account distributed in the form of a lump sum, in the
form of installment payments (annually, quarterly or monthly) over a specified
period of time not exceeding his life expectancy or the joint life expectancy of
him and his designated beneficiary or in a combination thereof.

     (d)  In addition and as an elective alternative to the normal benefit
payment form pursuant to the Dresser Plans upon termination of employment, a
Wheatley Plan Participant who was a Member of the Axelson Plan ("Axelson
Member") who terminates employment other than by reason of death may elect to
receive his Wheatley Plan Account in the form of a commercial annuity contract
providing payments for the life of the Axelson Member if he is not married or a
joint and survivor annuity providing payments for his life and a fifty percent
surviving spouse annuity for the life of his surviving spouse if he is married.
In lieu of the foregoing normal forms of annuity contract payments for his
Wheatley Plan Account under this subitem (d), an Axelson Member may elect a
commercial annuity contract providing alternate forms of annuity payments. The
terms of any commercial annuity contract distributed to an Axelson Member shall
provide that payments under such annuity will commence immediately, subject to
the Axelson Member's rights to defer commencement of payments in accordance with
applicable provisions


                                      E-6

<PAGE>

of the Dresser Plans. The procedure for an Axelson Member to elect the
commercial annuity contract form of distribution will be to deliver to the
Committee a written notice of his interest in an annuity form of
distribution. Upon receipt of such notice, the Committee will give the
Axelson Member a written explanation in non-technical language of: (i) the
terms and conditions of the annuity contract distribution form in general and
of the normal annuity contract form of payment of the qualified joint and
fifty percent surviving spouse form of annuity or, as applicable, the single
life form of annuity, (ii) the Axelson Member's right to make, and to revoke,
an election waiving the joint and fifty percent surviving spouse form of
annuity or, as applicable, single life form of annuity, (iii) the financial
effect upon his benefit (in terms of dollars per benefit payment) of his
making or revoking an election to waive the qualified joint and fifty percent
surviving spouse form of annuity, or, as applicable, single life form of
annuity, (iv) the rights of his spouse with respect to his elections and (v)
sufficient additional information to explain the relative values of
alternative forms of payment under the annuity contract distribution option.
The Committee will either mail or personally deliver the written explanation
to the Axelson Member by such time as to reasonably assure that it will be
received on or about the later of:

     (1)  No more than ninety days prior to his entry date into the annuity
contract: and

     (2)  No less than thirty days prior to his entry date into the annuity
contract

     If an additional written explanation is due because of the Axelson Member's
written request for additional information, such explanation may be personally
delivered or mailed (first class, postage prepaid) within thirty days from the
date of the Axelson Member's written request. The period within which the
Axelson


                                      E-7

<PAGE>

Member must make his election shall be the ninety-day period ending on his
annuity starting date (as such term is defined in Code 417(f)(2)). The
Axelson Member may revoke any election made (or make a new election) at any
time during such election period. If, during such election period, the
Axelson Member makes a written request to the Committee for additional
information, the election period will be extended to the extent necessary, to
include the ninety calendar days immediately following the furnishing of all
the additional information to him. Once an insurance company has issued the
form of annuity contract elected, the election period shall cease and the
Axelson Member's annuity election shall be irrevocable. If a married Axelson
Member whose benefits, in the absence of an election otherwise, would be paid
in the joint and fifty percent surviving spouse form of annuity elects a
different annuity form, such election must be in the form of a qualified
election. A qualified election is a benefit election accompanied by a written
waiver of the joint and fifty percent surviving spouse form of annuity which
waiver along with, where applicable, the designation of a specific
beneficiary other than the spouse and his specific form of benefit is
consented to by his spouse in a writing which is witnessed by a
representative of the Dresser Plan-A or the Dresser Plan-B, as applicable, or
a notary public, which acknowledges the effect of the election and which may
not be changed without the consent of the Axelson Member's spouse, except to
elect a joint and fifty percent surviving spouse form of annuity. Upon
receipt of the executed forms wherein the Axelson Member elects the annuity
contract distribution form and the type of annuity he desires to receive, the
portion of his Accounts under the Dresser Plans which are governed by this
subitem (d) shall be converted into cash and used to purchase a commercial
annuity contract providing the annuity form of payment selected by the
Axelson Member.


                                      E-8

<PAGE>

     (e)  If an Axelson Member who is married and who has elected an annuity
contract form of distribution pursuant to subitem (d) above (regardless of the
form of payment he elected under such contract) dies prior to the purchase of
such contract, 50% of his Wheatley Plan Account shall be distributed to his
surviving spouse (and any beneficiary designation or other election to the
contrary shall be null and void) in the form of an annuity contract providing a
single life annuity for the life of such spouse unless such spouse elects a lump
sum payment or an alternate form of benefit provided in this subitem 8 or in the
Dresser Plan-A or Dresser Plan-B as applicable. If an Axelson Member who is
married has elected an annuity contract form of distribution pursuant to subitem
(d) above (regardless of the form of payment he elected under such contract),
any withdrawals from his Wheatley Plan Account prior to the purchase of such
contract shall be subject to the election and spousal consent rules described in
subitem (d) above in the same manner as the Axelson Member's elections to take
an annuity form of payment other than the joint and fifty percent surviving
spouse annuity.

     (f)  This item 8 is intended to preserve with respect to the Wheatley Plan
Accounts all forms of benefits required to be preserved pursuant to section 411
of the Code and Treasury Regulations promulgated thereunder and is to be
interpreted and construed to effectuate such purpose.

     Nothing in this item 8 is intended to provide a separate distribution or
withdrawal election with respect to a Wheatley Participant's Wheatley Plan
Account to the extent that such withdrawal or distribution is generally
available under the Dresser Plan.

     9.   For purposes of this instrument, capitalized terms shall have the
meanings ascribed to them in the Dresser Plan, the


                                      E-9

<PAGE>

Wheatley Plan or the Axelson Plan, as applicable, unless otherwise defined
herein.

     10.  As amended hereby, the Dresser Plan is specifically ratified and
reaffirmed.



















                                      E-10

<PAGE>


                                  APPENDIX F

                 MERGER OF AVA INTERNATIONAL CORP. 401K PLAN

                  WITH AND INTO THE DRESSER INDUSTRIES, INC.

                           RETIREMENT SAVINGS PLANS

     WHEREAS, AVA International Corp. ("AVA") has heretofore adopted the AVA
International Corp. 401k Plan (the "AVA Plan"); and

     WHEREAS, Dresser Industries, Inc. ("Dresser") sponsors and maintains the
Dresser Industries, Inc. Retirement Savings Plan-A (the "Dresser Plan-A") and
the Dresser Industries, Inc. Retirement Savings Plan-B (the "Dresser Plan-B")
(jointly, the "Dresser Plans"); and

     WHEREAS, AVA was acquired by Dresser and the parties hereto desire that the
employees of AVA become covered by the Dresser Plans, and

     WHEREAS, the parties hereto desire to provide simultaneously for a spinoff
of the AVA Plan into functional group components and for the mergers of the
resulting group components of the AVA Plan into, respectively, the Dresser
Plan-A and the Dresser Plan-B, effective as of June 1, 1995;

     NOW, THEREFORE, the parties hereto agree as follows:

     1.   Effective as of June 1, 1995, the accounts under the AVA Plan of AVA
employees eligible to participate in the Dresser Plan-A and the accounts under
the AVA Plan of AVA employees eligible to participate in the Dresser Plan-B are
hereby transferred to and merged with and into, respectively, the Dresser Plan-A
and the Dresser Plan-B, with the result that the provisions of the Dresser Plans
replace the provisions of the AVA Plan in their entirety except as otherwise
herein provided. Pursuant to such merger, the assets held under the AVA Plan
shall be transferred as soon as practicable to the Dresser Plans to be held
under the existing trusts maintained under said Dresser Plans. Such transfers
shall be


                                    F-1


<PAGE>
in cash except that outstanding participant loans shall be transferred
in kind.

     Former employees with account balances in the AVA Plan will be transferred
to the Dresser Plans in accordance with their eligibility status immediately
prior to termination of employment.

     2.   Immediately after the merger of the relevant group component of the
AVA Plan with and into the Dresser Plan-A, each Member of the Dresser Plan-A
shall, if the Dresser Plan-A were then terminated, be entitled to a benefit
which is at least equal to the benefit such Member would have been entitled to
immediately prior to the merger if the AVA Plan and the Dresser Plan-A had then
terminated.  Immediately after the merger of the group component of the AVA Plan
with and into the Dresser Plan-B, each Member of the Dresser Plan-B shall, if
the Dresser Plan-B were then terminated, be entitled to a benefit which is at
least equal to the benefit such Member would have been entitled to immediately
prior to the merger if the AVA Plan and Dresser Plan-B had then terminated. The
provisions of this instrument shall be construed under and in accordance with
section 208 of the Employee Retirement Income Security Act of 1974, as amended,
and sections 401(a)(12) and 414(1) of the Internal Revenue Code of 1986, as
amended, and federal regulations promulgated thereunder.

     3.   The provisions of Items 4 through 7 of this instrument shall be
applicable to the accounts (the "AVA Plan Accounts") transferred to the Dresser
Plans pursuant to the merger of the AVA Plan with and into the Dresser Plans of
an individual ("AVA Participant") who was a participant in the AVA Plan prior to
such mergers.

     4.   Except as provided specifically herein, AVA Plan Accounts shall be
governed by the provisions of the Dresser Plan-A or the Dresser Plan-B, as
applicable, in the same manner as any other account thereunder as follows:



                                    F-2


<PAGE>

     (a)  The portion of an AVA Plan Account which is attributable to "deferred
contributions" made to the AVA Plan shall be treated in the same manner as a
Pretax Account;

     (b)  The portion of an AVA Plan Account which is attributable to Employer
"matching contributions" and "discretionary contributions" made by AVA to the
AVA Plan shall be treated in the same manner as, respectively, a Matching
Account and an After-tax Account; and

     (c)  The portion of an AVA Plan Account which was attributable to a
rollover into the AVA Plan shall be treated in the same manner as a Rollover
Account.

     5.   Incident to the transfer to the Dresser Plans of the AVA Plan
Accounts, the Investment Funds of the AVA Plan shall be liquidated and the
proceeds invested in the investment funds of the Dresser Plans with the proceeds
from the liquidation of the AVA Plan Fund being invested by the Employee
Benefits Committee in the investment fund of the applicable Dresser Plan which
is most comparable thereto in terms of type of investments and nature of
investment goals, except that AVA Plan outstanding Participant loans shall be
continued as outstanding participant loans subject, however, to such adjustments
as may be appropriate or necessary to conform to the Dresser Plans' loan
procedures and administration. After such initial transfer, AVA Plan
Participants may direct as to the investment of their AVA Plan Accounts in
accordance with the then applicable provisions of the Dresser Plans.

     6.   From and after transfer to the Dresser Plans, each AVA Plan
Participant shall have a vested and nonforfeitable interest in the portion of
his AVA Plan Account attributable to Employer "matching contributions" and
"discretionary contributions" made by AVA to the AVA Plan in accordance with the
following schedule:

               YEARS OF SERVICE    VESTED INTEREST



                                    F-3


<PAGE>

               Less than 3                0%
                    3                    20%
                    4                    40%
                    5                    60%
                    6                    80%
               7 or more                100%

     For purposes of the foregoing schedule, an AVA Plan Participant's "Years of
Service" shall be calculated in accordance with the Dresser Plans (with respect
to service completed both before and after June 1, 1995) but for the period
prior to December 31, 1995 shall not be less than the amount computed as
follows:

     (a)  the number of years equal to the number of years credited to him under
the AVA Plan for vesting purposes as of December 31, 1994; plus

     (b)  the greater of (i) the period of service that would be credited to him
for vesting purposes under the Dresser Plans, whichever is applicable to him,
for his service during the period of January 1, 1995 through December 31, 1995
or (2) the service credited as of June 1, 1995 for vesting purposes under the
AVA Plan for the 1995 computation period.

     The nonforfeitable percentage in the Dresser Plans of any AVA Plan
Participant who had completed at least three years of service as of June 1, 1995
shall not be less that the percentage determined in accordance with foregoing
schedule if application of such schedule would result in a greater
nonforfeitable percentage than would otherwise be applicable under the Dresser
Plans.

     7.   Distribution and withdrawal provisions of the Dresser Plan to the
contrary notwithstanding, this Item 7 shall govern as to distributions and
withdrawals from the Dresser Plans by the AVA Plan Participants:

     (a)  In addition to the other benefit forms available pursuant to the
Dresser Plans upon termination of employment, an AVA Plan Participant may elect
to have his AVA Plan Account distributed in the form of a lump sum, in the form
of equal monthly, quarterly or


                                    F-4


<PAGE>

annual installments over a fixed number of years not to exceed his life
expectancy or the joint life and last survivor expectancy of him and his
beneficiary, or any combination thereof.

     (b)  In addition to the other in service withdrawal rights available
pursuant to the Dresser Plans, an AVA Plan Participant who has attained the age
of fifty-nine and one-half (59 1/2) may at any time withdraw any portion of the
then value of his AVA Plan Account which is attributable to "deferred
contributions" and qualified matching and non-elective contributions made by AVA
to the AVA Plan.

     (c)  This Item 7 is intended to preserve with respect to the account
balances transferred to the Dresser Plans from the AVA Plan all forms of
benefits required to be preserved pursuant to section 411 of the Code and
Treasury Regulations promulgated thereunder and is to be interpreted and
construed to effectuate such purpose. To the extent that any form of benefit
provided with respect to the AVA Plan Accounts pursuant to this Item 7 is
generally available under the Dresser Plans, an AVA Plan Participant shall not
have a separate benefit form election with respect to his AVA Plan Account by
virtue of this Item 7.

     8.   For purposes of this instrument, capitalized terms shall have the
meanings ascribed to them in the Dresser Plans or the AVA Plan, as applicable,
unless otherwise defined herein.

     9.   As amended hereby, the Dresser Plans are specifically ratified and
reaffirmed.


                                    F-5