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                                                                   EXHIBIT 10.57




                                   TRUST UNDER
                       SANTA FE INTERNATIONAL CORPORATION
                               NONQUALIFIED PLANS


This Agreement made effective the 3rd day of January, 1995 by and between SANTA
FE INTERNATIONAL CORPORATION ("Company") and WACHOVIA BANK OF NORTH
CAROLINA, N.A. ("Trustee"),

WHEREAS, Company has adopted the nonqualified deferred compensation Plan(s) as
listed in Appendix 1.

WHEREAS, Company has incurred or expects to incur liability under the terms of
such Plan(s) with respect to the individuals participating in such Plan(s);

WHEREAS, Company wishes to establish a trust (hereinafter called "Trust") and to
contribute to the Trust assets that shall be held therein, subject to the claims
of Company's creditors in the event of Company's Insolvency, as herein defined,
until paid to Plan participants and their beneficiaries in such manner and at
such times as specified in the Plan(s);

WHEREAS, it is the intention of the parties that this Trust shall constitute an
unfunded arrangement and shall not affect the status of the Plan(s) as either
non-ERISA plan(s) maintained primarily for the benefit of selected non-U.S.
Citizens or residents working outside of the United States or as unfunded
plan(s) maintained for the purpose of providing deferred compensation for a
select group of management or highly compensated employees for purposes of Title
I of the Employee Retirement Income Security Act of 1974;

WHEREAS, it is the intention Of Company to make contributions to the Trust to
provide itself with a source of funds to assist it in the meeting of its
liabilities under the Plan(s);

NOW, THEREFORE, the parties do hereby establish the Trust and agree that the
Trust shall be comprised, held and disposed of as follows:

SECTION 1.     ESTABLISHMENT OF TRUST

(a)      Company hereby deposits with Trustee in trust $1 00. 00, which shall
         become the principal of the Trust to be held, administered and disposed
         of by Trustee as provided in this Trust Agreement.

(b)      The Trust hereby established is irrevocable and shall terminate only.
         in the event of Insolvency (or defined herein) or upon payment of all
         benefits due Participants or their beneficiaries under the terms of the
         Plan(s), listed in Appendix 1, of this Agreement.

(c)      The Trust is intended to be a grantor trust, of which Company is the
         grantor, within the meaning of Subpart E, Part 1, Subchapter J, Chapter
         1, Subtitle A of the Internal Revenue Code of 1986, as amended, and
         shall be construed accordingly.

(d)      The principal of the Trust, and any earnings thereon shall be held
         separate and apart from other funds of Company and shall be used
         exclusively for the uses and purposes of Plan


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         participants and general creditors as herein set forth. Plan
         participants and their beneficiaries shall have no preferred claim on,
         or any beneficial ownership interest in, any assets of the Trust. Any
         rights created under the Plan(s) and this Trust Agreement shall be mere
         unsecured contractual rights of Plan participants and their
         beneficiaries against Company. Any assets held by the Trust will be
         subject to the claims of Company's general creditors under federal and
         state law in the event of insolvency, as defined in Section 3(a)
         herein.

(e)      Company, in its sole discretion, may at any time, or from time to time,
         make additional deposits of cash or other property in trust with
         Trustee to augment the principal to be held, administered and disposed
         of by Trustee as provided in this Trust Agreement. Neither Trustee nor
         any Plan participant or beneficiary shall have any right to compel
         additional deposits.

SECTION 2.      PAYMENTS TO PLAN PARTICIPANTS AND THEIR BENEFICIARIES

(a)      Company shall periodically (and in no event no less often than annually
         on or about December 1) deliver to Trustee a schedule (the "Payment
         Schedule") that indicates the amounts payable in respect of each Plan
         participant (and his or her beneficiaries), that provides a formula or
         other instructions acceptable to Trustee for determining the amounts so
         payable, the form in which such amount is to be paid (as provided for
         or available under the Plan(s), and the time of commencement for
         payment of such amounts. Except as otherwise provided herein, Trustee
         shall make payments to the Plan participants and their beneficiaries in
         accordance with such Payment Schedule. The Trustee shall make provision
         for the reporting and withholding of any federal, state, local or other
         taxes that may be required to be withheld with respect to the payment
         of benefits pursuant to the terms of the Plan(s) and shall pay amounts
         withheld to the appropriate taxing authorities or determine that such
         amounts have been reported, withheld and paid by Company.

(b)      The entitlement of a Plan participant or his or her beneficiaries to
         benefits under the Plan(s), to the extent that such benefits are not
         set forth in the Payment Schedule shall upon request of such
         participant or his or her beneficiaries be determined under the express
         terms of the Plan(s), in good faith, by the Company or such party as it
         or the plan(s) shall designate. The Trustee may then pay the benefit so
         determined.

(c)      The Company may make payment of benefits directly to Plan participants
         or their beneficiaries as they become due under the terms of the
         Plan(s). Company shall notify Trustee of its decision to make payment
         of benefits directly prior to the time amounts are payable to
         participants or their beneficiaries. In addition, if the principal of
         the Trust, and any earnings thereon, are not sufficient to make
         payments of benefits in accordance with the terms of the Plan(s),
         Company shall make the balance of each such payment as it falls due.
         Trustee shall notify Company where principal and earnings are not
         sufficient.

(d)      In the event at any time assets are insufficient to pay all benefits
         due and payable to a participant or participants and the Company fails
         to make the balance of such payments, the Trustee shall make payments
         to the participants in accordance with the applicable Payment Schedule
         by priority with all payments first being made pro-rata up to the
         maximum or full benefit payable to participants in the Equity
         Restoration Plan of Santa Fe International Corporation; and if assets
         thereafter remain, on a pro-rata basis to the maximum or full benefit
         payable to participants in the Special Pension Plan for Selected
         Employees of the Santa Fe International Corporations.

SECTION 3.      TRUSTEE RESPONSIBILITY REGARDING PAYMENTS TO TRUST BENEFICIARY
                WHEN COMPANY IS INSOLVENT


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(a)      Trustee shall cease payment of benefits to Plan participants and their
         beneficiaries if the Company is Insolvent. Company shall be considered
         "Insolvent" for purposes of this Trust Agreement if (i) Company is
         objectively unable to pay its debts as they become due, or (ii) Company
         is subject to a pending proceeding as a debtor under the United States
         Bankruptcy Code.

(b)      At all time during the continuance of this Trust, as provided in
         Section I (d) hereof, the principal and income of the Trust shall be
         subject to claims of general creditors of Company under federal and
         state law as set forth below.

         (1) The Board of Directors and the Chief Executive Officer of Company
         shall have the duty to inform Trustee in writing of Company's
         Insolvency. If a person claiming to be a creditor of Company alleges in
         writing to Trustee that Company has become Insolvent, Trustee shall
         immediately determine whether Company is Insolvent and, pending such
         determination, Trustee shall discontinue payment of benefits to Plan
         participants or their beneficiaries.

         (2) Unless Trustee has actual knowledge of Company's Insolvency, or has
         received written notice from Company or a person claiming to be a
         creditor alleging that Company is Insolvent, Trustee shall have no duty
         to inquire whether Company is Insolvent. Trustee may in all events rely
         on such evidence concerning Company's solvency as may be furnished to
         Trustee and that provides Trustee with a reasonable basis for making a
         determination concerning Company's solvency.

         (3) If at any time Trustee has determined that Company is Insolvent,
         Trustee shall discontinue payments to Plan participants or their
         beneficiaries and shall hold the assets of the Trust for the benefit of
         Company's general creditors. Nothing in this Trust Agreement shall in
         any way diminish any rights of Plan participants or their beneficiaries
         to pursue their rights as general creditors of Company with respect to
         benefits due under the Plan(s) or otherwise.

         (4) Trustee shall resume the payment of benefits to Plan participants
         or their beneficiaries in accordance with Section 2 of this Trust
         Agreement only after Trustee has determined that Company is not
         Insolvent (or is no longer Insolvent).

(c)      Provided that there are sufficient assets, if Trustee discontinues the
         payment of benefits from the Trust pursuant to Section 3(b) hereof and
         subsequently resumes such payments, the first payment following such
         discontinuance shall include the aggregate amount of all payments due
         to Plan participants or their beneficiaries under the terms of the
         Plan(s) for the period of such discontinuance, less the aggregate
         amount of any payments made to Plan participants or their beneficiaries
         by Company in lieu of the payments provided for hereunder during any
         such period of discontinuance.

SECTION 4.     PAYMENTS TO COMPANY

Except as provided in Section 3 hereof, Company shall have no right or power to
direct Trustee to return to Company or to divert to others any of the Trust
assets before all payment of benefits have been made to Plan participants and
their beneficiaries pursuant to the terms of the Plan(s).

SECTION 5.     INVESTMENT AUTHORITY

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(a)      At all times prior to a Change of Control as set forth under Section 13
         of this Agreement, investment of the assets of the Trust shall be at
         the direction and control of the Administrative Committee for the
         Employee Benefit Plans of Santa Fe International Corporation (hereafter
         "Committee") residing in Texas or such investment advisor or advisors
         as the Committee shall from time to time appoint. In the event of a
         Change in Control and for a period of two (2) years thereafter, the
         Trustee shall have sole investment discretion.

(b)      Pursuant to directions given by the Committee or its designee, the
         Trustee shall have full authority to invest and reinvest the assets of
         the Trust without distinction between principal and income in bonds,
         stocks, mortgages, notes, options, futures contracts, limited
         partnership interests or other property of any kind, real or personal,
         foreign or domestic, otherwise suitable for the investment of trust
         funds.

(c)      Trustee may invest in securities (including stock or rights to acquire
         stock) or obligations issued by Company. Unless otherwise specifically
         retained by the Committee, all rights associated with assets of the
         Trust shall be exercised by Trustee or the person designated by the
         Trustee, and shall in no event be exercisable by or rest with Plan
         participants.

(d)      Company shall have the right at anytime, and from time to time in its
         sole discretion, to substitute assets of equal fair market value for
         any asset held by the Trust. This right is exercisable by Company in a
         nonfiduciary capacity without the approval or consent of any person in
         a fiduciary capacity.

SECTION 6.      INCOME OF THE TRUST

(a)      During the term of this Trust, all income received by the Trust, net of
         expenses and taxes, shall be accumulated and reinvested.


SECTION 7.      ACCOUNTING BY TRUSTEE

(a)      Trustee shall keep accurate and detailed records of all investments,
         receipts, disbursements, and all other transactions required to be
         made, including such specific records as shall be agreed upon in
         writing between Company and Trustee within thirty (30) days following
         the close of each calendar year and within thirty (30) days after the
         removal or resignation of Trustee. Trustee shall deliver to Company a
         written account of its administration of the Trust during such year or
         during the period from the close of the last preceding year to the date
         of such removal or resignation setting forth all investments, receipts,
         disbursements and other transactions effected by it, including a
         description of all securities and investments purchased and sold with
         the cost or net proceeds of such purchases or sales (accrued interest
         paid or receivable being shown separately), and showing all cash,
         securities and other property held in the Trust at the end of such year
         or as of the date of such removal or resignation, as the case may be.

(b)      The Trustee shall be allowed to commingle the assets of the Plan(s)
         together for investment purposes so long as the Trustee maintains
         records allowing it to determine each Plan's interest in the Trust.

SECTION 8.      RESPONSIBILITY OF TRUSTEE


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(a)      Trustee shall act with the care, skill, prudence and diligence under
         the circumstances then prevailing that a prudent person 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, provided, however,
         that Trustee shall incur no liability to any person for any action
         taken pursuant to a direction, request or approval given by Company
         which is contemplated by, and in conformity with, the terms of the
         Plan(s) or this Trust and is given in writing by Company. In the event
         of a dispute between Company and a party, Trustee may apply to a court
         of competent jurisdiction to resolve the dispute.

(b)      If Trustee undertakes or defends any litigation arising in connection
         with this Trust, Company agrees to indemnify Trustee against Trustee's
         costs, expenses and liabilities (including, without limitation,
         attorneys' fees and expenses) relating thereto and to be primarily
         liable for such payments. If Company does not pay such costs, expenses
         and liabilities in a reasonably timely manner, Trustee may obtain
         payment from the Trust.

(c)      Trustee may consult with legal counsel (who may also be counsel for
         Company generally) with respect to any of its duties or obligations
         hereunder.

(d)      Trustee may hire agents, accountants, actuaries, investment advisors,
         financial consultants or other professionals to assist it in performing
         any of its duties or obligations hereunder. To the extent that Trustee
         charges Company separately for such services, prior consent of the
         Company is required unless a Change in Control as defined in Section 13
         has occurred.

(e)      Trustee shall have, without exclusion, all powers conferred on Trustees
         by applicable law, unless expressly provided otherwise herein, provided
         however that if an insurance policy is held as an asset of the Trust,
         Trustee shall have no power to name a beneficiary of the policy other
         than the Trust, to assign the policy (as distinct from conversion of
         the policy to a different form) other than to a successor Trustee, or
         to loan to any person the proceeds of any borrowing against such
         policy.

(f)      However, notwithstanding the provisions of Section 8(e) above, Trustee
         may loan to Company the proceeds of any borrowing against an insurance
         policy, if any, held as an asset of the Trust.

(g)      Notwithstanding any powers granted to Trustee pursuant to this Trust
         Agreement or to applicable law, Trustee shall not have any power that
         could give this Trust the objective of carrying on a business and
         dividing the gains therefrom, within the meaning of Section 301.7701-2
         of the Procedure and Administrative Regulations promulgated pursuant to
         the Internal Revenue Code.

SECTION 9.    COMPENSATION AND EXPENSES OF TRUSTEE

Company shall pay all administrative and Trustee's fees and expenses. If not so
paid, the fees and expenses shall be paid from the Trust.

SECTION 10. RESIGNATION AND REMOVAL OF TRUSTEE

(a)      Trustee may resign at any time by written notice to Company, which
         resignation shall be effective sixty (60) days after receipt OF such
         notice unless Company and Trustee agree otherwise.

(b)      Trustee may be removed by Company on sixty (60) days notice or upon
         shorter notice accepted by Trustee, provided however that in the event
         of a Change of Control, as defined herein, Trustee may not be removed
         by Company for a period of two (2) years from such Change of Control.


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(c)      If Trustee resigns within two (2) years of a Change of Control, as
         defined herein, Trustee shall select a successor Trustee in accordance
         with the provisions of Section I I (b) hereof prior to the effective
         date of Trustee's resignation or removal.

(d)      Upon resignation or removal of Trustee and appointment of a successor
         Trustee, all assets shall subsequently be transferred to the successor
         Trustee. The transfer shall be completed within ninety (90) days after
         receipt of notice of resignation, removal or transfer, unless Company
         extends the time limit.

(e)      If Trustee resigns or is removed, a successor shall be appointed, in
         accordance with Section I I hereof, by the effective date of
         resignation or removal under paragraph(s) (a) or (b) of this Section.
         If no such appointment has been made, Trustee may apply to a court of
         competent jurisdiction for appointment of a successor or for
         instructions. All expenses of Trustee in connection with the proceeding
         shall be allowed as administrative expenses of the Trust.

SECTION 11.     APPOINTMENT OF SUCCESSOR

(a)      If Trustee resigns or is removed in accordance with Section 10 (a) or
         (d) hereof, Company may appoint any third party trustee, such as a bank
         trust department or other party that has been granted corporate trustee
         powers under state law, as a successor to replace Trustee upon
         resignation or removal. The appointment shall be effective when
         accepted in writing by the new Trustee, who shall have all of the
         rights, powers and responsibilities of the former Trustee, including
         ownership rights in the Trust assets. The former Trustee shall execute
         any instrument necessary or reasonably requested by Company or the
         successor Trustee to evidence the transfer.

(b)      If Trustee resigns pursuant to the provisions of Section 10 (d) hereof
         and selects a successor Trustee, Trustee may appoint any third party
         trustee such- as a bank trust department or other party that has been
         granted corporate trustee powers under state law. The appointment of a
         successor Trustee shall be effective when accepted in writing by the
         new Trustee. The new Trustee shall have all the rights, powers and
         responsibilities of the former Trustee, including ownership rights in
         Trust assets. The former Trustee shall execute any instrument necessary
         or reasonably requested by the successor Trustee to evidence the
         transfer.

(c)      The successor Trustee need not examine the records and acts of any
         prior Trustee and may retain or dispose of existing Trust assets,
         subject to Section 7 and 8 hereof. The successor Trustee shall not be
         responsible for and Company shall indemnify and defend the successor
         Trustee from any claim or liability resulting from any action or
         inaction of any prior Trustee or from any other past event, or any
         condition existing at the time it becomes successor Trustee.

SECTION 12. AMENDMENT OR TERMINATION

(a)      Except as otherwise set forth in this Section, this Trust Agreement may
         be amended by a written instrument executed by Trustee and Company.
         Notwithstanding the foregoing, no such amendment shall conflict with
         the terms of the Plan(s) or shall make the Trust revocable.

(b)      The Trust shall not terminate until the date on which Plan participants
         and their beneficiaries are no longer entitled to benefits pursuant to
         the terms of the Plan(s). Upon termination of the Trust any assets
         remaining in the Trust shall be returned to Company.

(c)      Upon written approval of each and all of the participants or
         beneficiaries entitled to payment of benefits pursuant to the terms of
         the Plan(s), Company may terminate this Trust prior to the time all


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         benefit payments under the Plan(s) have been made. All assets remaining
         in the Trust at termination shall be returned to Company.

(d)      Upon the occurrence of a Change of Control as defined in Section 13 of
         this Agreement, the Trustee and/or the Company shall be prohibited, for
         a period of two (2) years following the date of such Change of Control,
         from:

         (i) amending Appendix I and/or Sections I (b), 2, 4, 8, 12 and 13 of
         this Trust Agreement;

         (ii) making any payments to any individual who was not a participant
         (or a beneficiary of a participant) in a plan covered by this Trust on
         the day preceding such Change of Control;

         (iii) adding or deleting participants to any of the Plan(s) covered by
         this Agreement.

         (iv) amending the Payment Schedule to reduce the amount of benefit;
         alter or change the form of benefit payable; or conditions upon which
         benefits shall be paid to any participant (or beneficiary of a
         participant) without the written approval of such participant or
         beneficiary. Nothing herein shall prohibit the Trustee from paying a
         larger benefit where such benefit is caused by the accrual of
         additional service; age or changes in salary, consistent with the terms
         of the Plan(s).

SECTION 13.     CHANGE OF CONTROL

(a)      For purposes of this Trust and Trust Agreement, "Change of Control"
         shall mean:

         1) The declaration or announcement of any intent to sell or transfer
         and/or the transfer to any unrelated person, entity or organization,
         thirty percent (30%) or more of the actual or beneficial ownership of
         the Company;

         2) Appointment of any individual to the position of Chief Executive
         Officer/and or President (as such term would normally be defined on the
         basis of the usual and ordinary responsibilities of such position)
         where such person has not been continuously employed by the Company for
         a period of five (5) years or more prior to such individual's
         appointment as Chief Executive Office/and or President.

         3) Involuntary dismissal, replacement or removal within any twelve (12)
         month period of any of the following:

         (i) The Chief Executive Officer/and or President of the Company;

         (ii) more than two (2) Executive Vice Presidents and/or Senior
         Vice-Presidents of the Company; or

         (iii) more than four (4) Vice-Presidents of the Company.

Notwithstanding the foregoing, no Change of Control shall be deemed to have
occurred solely by reason of the proposed sale of the oil and gas assets of the
Company, as publicly announced on November 9, 1994 or by reason of the
termination of any officer or officers of the Company whose responsibilities are
directly related to the management or operation of the oil and gas assets of the
Company.

SECTION 14.    MISCELLANEOUS


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(a)      Any provision of this Trust Agreement prohibited by law shall be
         ineffective solely to the extent of any such prohibition, without
         invalidating the remaining provisions hereof.

(b)      Benefits payable to Plan participants and their beneficiaries under
         this Trust Agreement may not be anticipated, assigned (either at law or
         in equity), alienated, pledged, encumbered or subjected to attachment,
         garnishment, levy, execution or other legal or equitable process.

(c)      This Trust Agreement shall be governed by and construed in accordance
         with the laws of Texas.

SECTION 15.  EFFECTIVE DATE

The effective date of this Trust Agreement shall be January 3, 1995.


                                      SANTA FE INTERNATIONAL CORPORATION



                                      By:         s / James E. Oliver

                                               James E. Oliver



                                      WACHOVIA BANK OF NORTH CAROLINA, N.A.



                                      By:








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APPENDIX I



                                  TRUST UNDER
                       SANTA FE INTERNATIONAL CORPORATION
                               NONQUALIFIED PLANS



Designation of Covered Plans



The following constitute the plans covered by this Trust Agreement:



1.   The Equity Restoration Plan of Santa Fe International Corporation

2.   The Special Pension Plan for Selected Employees of the Santa Fe
International Corporations