Exhibit 10.10

# SEAGULL ENERGY CORPORATION
1995 OMNIBUS STOCK PLAN
I. PURPOSE

The
purpose of the SEAGULL ENERGY CORPORATION 1995 OMNIBUS STOCK PLAN (the
Plan) is to provide a means through which SEAGULL ENERGY
CORPORATION, a Texas corporation (the Company), and its subsidiaries
may attract able persons to enter the employ of the Company and to provide a
means whereby those key employees upon whom the responsibilities of the
successful administration and management of the Company rest, and whose present
and potential contributions to the welfare of the Company are of importance, can
acquire and maintain stock ownership, thereby strengthening their concern for
the welfare of the Company and their desire to remain in its employ. A further
purpose of the Plan is to provide such key employees with additional incentive
and reward opportunities designed to enhance the profitable growth of the
Company. Accordingly, the Plan provides for granting Incentive Stock Options,
options which do not constitute Incentive Stock Options, Stock Appreciation
Rights, Restricted Stock Awards, Long-Term Incentive Awards, Phantom Stock
Awards, or any combination of the foregoing, as is best suited to the
circumstances of the particular employee as provided herein.

# II.
DEFINITIONS

The
following definitions shall be applicable throughout the Plan unless
specifically modified by any paragraph:

(a)    "Award" means,  individually or collectively,  any Option,  Restricted Stock Award, Phantom Stock
Award, Long-Term Incentive Award or Stock Appreciation Right.

(b)    "Board" means the Board of Directors of the
Company.

(c)   Change of Control means the occurrence of any of the following
events: (i) the Company shall not be the surviving entity in any merger,
consolidation or other reorganization (or survives only as a subsidiary of an
entity other than a previously wholly-owned subsidiary of the Company), (ii) the
Company sells, leases or exchanges all or substantially all of its assets to any
other person or entity (other than a wholly-owned subsidiary of the Company),
(iii) the Company is to be dissolved and liquidated, (iv) any person or entity,
including a group as contemplated by Section 13(d)(3) of the 1934
Act, acquires or gains ownership or control (including, without limitation,
power to vote) of more than 40% of the outstanding shares of the Companys
voting stock (based upon voting power), or (v) as a result of or in connection
with a contested election of directors, the persons who were directors of the
Company before such election shall cease to constitute a majority of the Board.

(d)
   Change of Control Value shall mean (i) the per share price offered
to shareholders of the Company in any such merger, consolidation,
reorganization, sale of assets or dissolution transaction, (ii) the price per
share offered to shareholders of the Company in any tender offer or exchange
offer whereby a Change of Control takes place, or (iii) if such Change of
Control occurs other than pursuant to a tender or exchange offer, the Fair
Market Value per share of the shares into

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which Awards are exercisable, as
determined by the Committee. In the event that the consideration offered to
shareholders of the Company consists of anything other than cash, the Committee
shall determine the fair cash equivalent of the portion of the consideration
offered which is other than cash.

(e)   Code means the Internal Revenue Code of 1986, as amended. Reference
in the Plan to any section of the Code shall be deemed to include any amendments
or successor provisions to any section and any regulations under such section.

(f)   Committee means the Compensation Committee of the Board which shall
be (i) constituted so as to permit the Plan to comply with Rule 16b-3 and (ii)
constituted solely of outside directors, within the meaning of
section 162(m) of the Code and applicable interpretive authority thereunder.

(g)   "Company" means Seagull Energy Corporation.

(h)   Director means an individual elected to the Board by the
shareholders of the Company or by the Board under applicable corporate law who
is serving on the Board on the date the Plan is adopted by the Board or is
elected to the Board after such date.

(i)   An employee means any person (including an officer or a Director) in
an employment relationship with the Company or any parent or subsidiary
corporation (as defined in section 424 of the Code).

(j)   "1934 Act" means the Securities Exchange Act of 1934, as
amended.

(k)   Fair Market Value means, as of any specified date, the reported
closing price of the Stock on the New York Stock Exchange Composite Tape on that
date, or if no closing price is reported on that date, on the last preceding
date on which such closing price of the Stock is so reported. In the event Stock
is not publicly traded at the time a determination of its value is required to
be made hereunder, the determination of its fair market value shall be made by
the Committee in such manner as it deems appropriate.

(l)   "Holder" means an employee who has been granted an
Award.

(m)   "Incentive  Stock  Option" means an incentive  stock option within the meaning of section 422(b)
of the Code.

(n)   "Long-Term Incentive Award" means an Award granted under
Paragraph X of the Plan.

(o)
Long-Term Incentive Award Agreementmeans a written agreement
between the Company and a Holder with respect to a Long-Term Incentive Award.

(p)   Option means an Award granted under Paragraph VII of the Plan and
includes both Incentive Stock Options to purchase Stock and Options which do not
constitute Incentive Stock Options to purchase Stock.

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(q)   "Option  Agreement"  means a written  agreement  between the Company and a Holder with respect to
an Option.

(r)   "Phantom Stock Award" means an Award granted under
Paragraph XI of the Plan.

(s)   Phantom Stock Award Agreement means a written agreement between the
Company and a Holder with respect to a Phantom Stock Award.

(t)   Plan means the Seagull Energy Corporation 1995 Omnibus Stock Plan,
as amended from time to time.

(u)   Restricted Stock Agreement means a written agreement between the
Company and a Holder with respect to a Restricted Stock Award.

(v)   "Restricted Stock Award" means an Award granted under
Paragraph IX of the Plan.

(w)   Rule 16b-3 means SEC Rule 16b-3 promulgated under the 1934 Act, as
such may be amended from time to time, and any successor rule, regulation or
statute fulfilling the same or a similar function.

(x)   Spread means, in the case of a Stock Appreciation Right, an amount
equal to the excess, if any, of the Fair Market Value of a share of Stock on the
date such right is exercised over the exercise price of such Stock Appreciation
Right.

(y)   "Stock" means the common stock of the Company.

(z)   "Stock Appreciation Right" means an Award granted under
Paragraph VIII of the Plan.

(aa)   Stock Appreciation Rights Agreement means a written agreement
between the Company and a Holder with respect to an Award of Stock Appreciation
Rights.

# III.  EFFECTIVE DATE AND DURATION OF THE PLAN

The
Plan shall be effective upon the date of its adoption by the Board, provided the
Plan is approved by the shareholders of the Company within twelve months
thereafter and on or prior to the date of the first annual meeting of
shareholders of the Company held subsequent to the acquisition of an equity
security by a Holder hereunder for which exemption is claimed under Rule 16b-3.
No further Awards may be granted under the Plan after the expiration of ten
years from the date of its adoption by the Board. The Plan shall remain in
effect until all Awards granted under the Plan have been satisfied or expired.

# IV.  ADMINISTRATION

(a)   Committee.  The Plan shall be administered by the
Committee.

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(b)   Powers. Subject to the provisions of the Plan, the Committee shall have sole
authority, in its discretion, to determine which employees shall receive an
Award, the time or times when such Award shall be made, whether an Incentive
Stock Option, nonqualified Option or Stock Appreciation Right shall be granted,
the number of shares of Stock which may be issued under each Option, Stock
Appreciation Right or Restricted Stock Award, and the value of each Long-Term
Incentive Award and Phantom Stock Award. In making such determinations the
Committee may take into account the nature of the services rendered by the
respective employees, their present and potential contribution to the
Companys success and such other factors as the Committee in its discretion
shall deem relevant.

(c)   Additional Powers. The Committee shall have such additional powers as are
delegated to it by the other provisions of the Plan. Subject to the express
provisions of the Plan, the Committee is authorized to construe the Plan and the
respective agreements executed thereunder, to prescribe such rules and
regulations relating to the Plan as it may deem advisable to carry out the Plan,
and to determine the terms, restrictions and provisions of each Award, including
such terms, restrictions and provisions as shall be requisite in the judgment of
the Committee to cause designated Options to qualify as Incentive Stock Options,
and to make all other determinations necessary or advisable for administering
the Plan. The Committee may correct any defect or supply any omission or
reconcile any inconsistency in any agreement relating to an Award in the manner
and to the extent it shall deem expedient to carry it into effect. The
determinations of the Committee on the matters referred to in this Article IV
shall be conclusive.

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# V.  GRANT OF OPTIONS, STOCK APPRECIATION RIGHTS,
      RESTRICTED STOCK AWARDS,
     LONG-TERM INCENTIVE AWARDS
      AND PHANTOM STOCK AWARDS;
     SHARES SUBJECT TO THE PLAN

(a)   Stock Grant and Award Limits. The Committee may from time to time grant Awards
to one or more employees determined by it to be eligible for participation in
the Plan in accordance with the provisions of Paragraph VI. Subject to Paragraph
XII, the aggregate number of shares of Stock that may be issued under the Plan
shall not exceed 1,200,000 shares. Shares shall be deemed to have been issued
under the Plan only (i) to the extent actually issued and delivered pursuant to
an Award, or (ii) to the extent an Award granted under Paragraph VII, VIII, IX
or XI is settled in cash. To the extent that an Award lapses or the rights of
its Holder terminate, any shares of Stock subject to such Award shall again be
available for the grant of an Award. Separate stock certificates shall be issued
by the Company for those shares acquired pursuant to the exercise of an
Incentive Stock Option and for those shares acquired pursuant to the exercise of
any Option which does not constitute an Incentive Stock Option. Notwithstanding
any provision in the Plan to the contrary, the maximum number of shares of Stock
that may be subject to Awards granted to any one employee during any calendar
year is 250,000 shares of Stock (subject to adjustment in the same manner as
provided in Paragraph XII with respect to shares of Stock subject to Awards then
outstanding). The limitation set forth in the preceding sentence shall be
applied in a manner which will permit compensation generated in connection with
the exercise of Options and Stock Appreciation Rights and, if determined by the
Committee, Restricted Stock Awards to constitute performance-based
compensation for purposes of section 162(m) of the Code, including, without
limitation, counting against such maximum number of shares, to the extent
required under section 162(m) of the Code and applicable interpretive authority
thereunder, any shares subject to Options, Stock Appreciation Rights and, if
applicable, Restricted Stock Awards, that are cancelled or repriced. Further,
notwithstanding any provision of the Plan to the contrary, the maximum number of
shares of Stock that may be granted as Restricted Stock Awards under Paragraph
IX during the term of the Plan is 200,000 shares of Stock (subject to adjustment
in the same manner as provided in Paragraph XII with respect to shares of Stock
subject to Awards then outstanding).

(b)    Stock Offered. The stock to be offered pursuant to the grant of an Award may be authorized but
unissued Stock or Stock previously issued and outstanding and reacquired by the
Company.

# VI.
ELIGIBILITY

Awards
may be granted only to persons who, at the time of grant, are key employees.
Awards may not be granted to any Director who is not an employee. An Award may
be granted on more than one occasion to the same person, and, subject to the
limitations set forth in the Plan, such Award may include an Incentive Stock
Option or an Option which is not an Incentive Stock Option, a Stock Appreciation
Right, a Restricted Stock Award, a Long-Term Incentive Award, a Phantom Stock
Award or any combination thereof.

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# VII.  STOCK OPTIONS

(a)    Option Period. The term of each Option shall be as specified by the Committee at the date of
grant.

(b)   Limitations  on  Exercise  of  Option.  An  Option  shall  be  exercisable  in  whole  or in such
installments and at such times as determined by the Committee.

(c)   Special Limitations on Incentive Stock Options. To the extent that the aggregate
Fair Market Value (determined at the time the respective Incentive Stock Option
is granted) of Stock with respect to which Incentive Stock Options granted after
1986 are exercisable for the first time by an individual during any calendar
year under all incentive stock option plans of the Company and its parent and
subsidiary corporations exceeds $100,000, such Incentive Stock Options shall be
treated as options which do not constitute Incentive Stock Options. The
Committee shall determine, in accordance with applicable provisions of the Code,
Treasury Regulations and other administrative pronouncements, which of an
optionees Incentive Stock Options will not constitute Incentive Stock
Options because of such limitation and shall notify the optionee of such
determination as soon as practicable after such determination. No Incentive
Stock Option shall be granted to an individual if, at the time the Option is
granted, such individual owns stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company or of its parent or
subsidiary corporation, within the meaning of section 422(b)(6) of the Code,
unless (i) at the time such Option is granted the option price is at least 110%
of the Fair Market Value of the Stock subject to the Option and (ii) such Option
by its terms is not exercisable after the expiration of five years from the date
of grant.

(d)   Option Agreement. Each Option shall be evidenced by an Option Agreement in such
form and containing such provisions not inconsistent with the provisions of the
Plan as the Committee from time to time shall approve, including, without
limitation, provisions to qualify an Incentive Stock Option under section 422 of
the Code. An Option Agreement may provide for the payment of the option price,
in whole or in part, by the delivery of a number of shares of Stock (plus cash
if necessary) having a Fair Market Value equal to such option price. Each Option
Agreement shall provide that the Option may not be exercised earlier than six
months from the date of grant and shall specify the effect of termination of
employment on the exercisability of the Option. Moreover, an Option Agreement
may provide for a cashless exercise of the Option by establishing
procedures whereby the Holder, by a properly-executed written notice, directs
(i) an immediate market sale or margin loan respecting all or a part of the
shares of Stock to which he is entitled upon exercise pursuant to an extension
of credit by the Company to the Holder of the option price, (ii) the delivery of
the shares of Stock from the Company directly to a brokerage firm and (iii) the
delivery of the option price from sale or margin loan proceeds from the
brokerage firm directly to the Company. Such Option Agreement may also include,
without limitation, provisions relating to (i) subject to the provisions hereof
accelerating such vesting on a Change of Control, vesting of Options, (ii) tax
matters (including provisions (y) permitting the delivery of additional shares
of Stock or the withholding of shares of Stock from those acquired upon exercise
to satisfy federal or state income tax withholding requirements and (z) dealing
with any other applicable employee wage withholding requirements), and (iii) any
other matters not inconsistent with the terms and provisions of this Plan that
the Committee shall in its sole discretion determine. The terms and conditions
of the respective Option Agreements need not be identical.

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(e)   Option Price and Payment. The price at which a share of Stock may be purchased
upon exercise of an Option shall be determined by the Committee, but such
purchase price (i) shall not be less than the Fair Market Value of a share of
Stock on the date such Option is granted, and (ii) shall be subject to
adjustment as provided in Paragraph XII. The Option or portion thereof may be
exercised by delivery of an irrevocable notice of exercise to the Company. The
purchase price of the Option or portion thereof shall be paid in full in the
manner prescribed by the Committee.

(f)   Shareholder Rights and Privileges. The Holder shall be entitled to all the
privileges and rights of a shareholder only with respect to such shares of Stock
as have been purchased under the Option and for which certificates of stock have
been registered in the Holders name.

(g)   Options and Rights in Substitution for Stock Options
Granted by Other Corporations. Options and Stock Appreciation Rights may be granted under the
Plan from time to time in substitution for stock options held by individuals
employed by corporations who become employees as a result of a merger or
consolidation of the employing corporation with the Company or any subsidiary,
or the acquisition by the Company or a subsidiary of the assets of the employing
corporation, or the acquisition by the Company or a subsidiary of stock of the
employing corporation with the result that such employing corporation becomes a
subsidiary.

# VIII.  STOCK APPRECIATION RIGHTS

(a)   Stock Appreciation Rights. A Stock Appreciation Right is the right to receive an
amount equal to the Spread with respect to a share of Stock upon the exercise of
such Stock Appreciation Right. Stock Appreciation Rights may be granted in
connection with the grant of an Option, in which case the Option Agreement will
provide that exercise of Stock Appreciation Rights will result in the surrender
of the right to purchase the shares under the Option as to which the Stock
Appreciation Rights were exercised. Alternatively, Stock Appreciation Rights may
be granted independently of Options in which case each Award of Stock
Appreciation Rights shall be evidenced by a Stock Appreciation Rights Agreement
which shall contain such terms and conditions as may be approved by the
Committee. The terms and conditions of the respective Stock Appreciation Rights
Agreements need not be identical. The Spread with respect to a Stock
Appreciation Right may be payable either in cash, shares of Stock with a Fair
Market Value equal to the Spread or in a combination of cash and shares of
Stock. With respect to Stock Appreciation Rights that are subject to Section 16
of the 1934 Act, however, the Committee shall, except as provided in Paragraph
XII(c), retain sole discretion (i) to determine the form in which payment of the
Stock Appreciation Right will be made (i.e., cash, securities or any combination
thereof) or (ii) to approve an election by a Holder to receive cash in full or
partial settlement of Stock Appreciation Rights. Each Stock Appreciation Rights
Agreement shall provide that the Stock Appreciation Rights may not be exercised
earlier than six months from the date of grant and shall specify the effect of
termination of employment on the exercisability of the Stock Appreciation
Rights.

(b)   Exercise Price. The exercise price of each Stock Appreciation Right shall be
determined by the Committee, but such exercise price (i) shall not be less than
the Fair Market Value of a share of Stock on the date the Stock Appreciation
Right is granted (or such greater exercise price as may be required if such
Stock Appreciation Right is granted in connection with an Incentive Stock Option
that must have an exercise price equal to 110% of the Fair Market Value of the
Stock on the date of grant pursuant to Paragraph VII(c)), and (ii) shall be
subject to adjustment as provided in Paragraph XII.

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(c)   Exercise  Period.  The  term of each  Stock  Appreciation  Right  shall  be as  specified  by the
Committee at the date of grant.

(d)   Limitations on Exercise of Stock Appreciation Right. A Stock Appreciation Right shall be
exercisable in whole or in such installments and at such times as determined by
the Committee.

# IX. RESTRICTED STOCK AWARDS

(a)   Forfeiture Restrictions To Be Established by the Committee. Shares of Stock that
are the subject of a Restricted Stock Award shall be subject to restrictions on
disposition by the Holder and an obligation of the Holder to forfeit and
surrender the shares to the Company under certain circumstances (the
Forfeiture Restrictions). The Forfeiture Restrictions shall be
determined by the Committee in its sole discretion, and the Committee may
provide that the Forfeiture Restrictions shall lapse upon (i) the attainment of
targets established by the Committee that are based on (1) the price of a share
of Stock, (2) the Companys earnings per share, (3) the Companys
revenue, (4) the revenue of a business unit of the Company designated by the
Committee, (5) the return on stockholders equity achieved by the Company,
or (6) the Companys pre-tax cash flow from operations (ii) the
Holders continued employment with the Company for a specified period of
time, or (iii) a combination of any two or more of the factors listed in clauses
(i) and (ii) of this sentence. Each Restricted Stock Award may have different
Forfeiture Restrictions, in the discretion of the Committee. The Forfeiture
Restrictions applicable to a particular Restricted Stock Award shall not be
changed except as permitted by Paragraph IX(b) or Paragraph XII.

(b)   Other Terms and Conditions. Stock awarded pursuant to a Restricted Stock Award
shall be represented by a stock certificate registered in the name of the Holder
of such Restricted Stock Award. The Holder shall have the right to receive
dividends with respect to Stock subject to a Restricted Stock Award, to vote
Stock subject thereto and to enjoy all other shareholder rights, except that (i)
the Holder shall not be entitled to delivery of the stock certificate until the
Forfeiture Restrictions shall have expired, (ii) the Company shall retain
custody of the Stock until the Forfeiture Restrictions shall have expired, (iii)
the Holder may not sell, transfer, pledge, exchange, hypothecate or otherwise
dispose of the Stock until the Forfeiture Restrictions shall have expired, and
(iv) a breach of the terms and conditions established by the Committee pursuant
to the Restricted Stock Agreement, shall cause a forfeiture of the Restricted
Stock Award. At the time of such Award, the Committee may, in its sole
discretion, prescribe additional terms, conditions or restrictions relating to
Restricted Stock Awards, including, but not limited to, rules pertaining to the
termination of employment (by retirement, disability, death or otherwise) of a
Holder prior to expiration of the Forfeiture Restrictions. Such additional
terms, conditions or restrictions shall be set forth in a Restricted Stock
Agreement made in conjunction with the Award. Such Restricted Stock Agreement
may also include, without limitation, provisions relating to (i) subject to the
provisions hereof accelerating vesting on a Change of Control, vesting of
Awards, (ii) tax matters (including provisions (y) covering any applicable
employee wage withholding requirements and (z) prohibiting an election by the
Holder under section 83(b) of the Code), and (iii) any other matters not
inconsistent with the terms and provisions of this Plan that the Committee shall
in its sole discretion determine. The terms and conditions of the respective
Restricted Stock Agreements need not be identical.

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(c)   Payment for Restricted Stock. The Committee shall determine the amount and form
of any payment for Stock received pursuant to a Restricted Stock Award, provided
that in the absence of such a determination, a Holder shall not be required to
make any payment for Stock received pursuant to a Restricted Stock Award, except
to the extent otherwise required by law.

(d)   Agreements. At the time any Award is made under this Paragraph IX, the Company
and the Holder shall enter into a Restricted Stock Agreement setting forth each
of the matters contemplated hereby and such other matters as the Committee may
determine to be appropriate. The terms and provisions of the respective
Restricted Stock Agreements need not be identical.

# X. LONG-TERM INCENTIVE AWARDS

(a)   Performance  Period.  The  Committee  shall  establish,  with  respect to and at the time of each
Long-Term Incentive Award, a performance period over which the performance of
the Holder shall be measured.

(b)    Long-Term Incentive Awards. Each Long-Term Incentive Award shall have a maximum value
established by the Committee at the time of such Award.

(c)   Performance Measures. A Long-Term Incentive Award shall be awarded to an
employee contingent upon future performance of the employee, the Company or any
subsidiary, division or department thereof by or in which is he employed during
the performance period. The Committee shall establish the performance measures
applicable to such performance prior to the beginning of the performance period
but subject to such later revisions as the Committee shall deem appropriate to
reflect significant, unforeseen events or changes.

(d)   Awards Criteria. In determining the value of Long-Term Incentive Awards, the
Committee shall take into account an employees responsibility level,
performance, potential, other Awards and such other considerations as it deems
appropriate.

(e)   Payment. Following the end of the performance period, the Holder of a Long-Term
Incentive Award shall be entitled to receive payment of an amount, not exceeding
the maximum value of the Long-Term Incentive Award, based on the achievement of
the performance measures for such performance period, as determined by the
Committee. Payment of a Long-Term Incentive Award may be made in cash, Stock or
a combination thereof, as determined by the Committee. Payment shall be made in
a lump sum or in installments as prescribed by the Committee. Any payment to be
made in Stock shall be based on the Fair Market Value of the Stock on the
payment date. If a payment of cash is to be made on a deferred basis, the
Committee shall establish whether interest shall be credited, the rate thereof
and any other terms and conditions applicable thereto.

(f)   Termination of Employment. A Long-Term Incentive Award shall terminate if the
Holder does not remain continuously in the employ of the Company at all times
during the applicable performance period, except as may be determined by the
Committee or as may otherwise be provided in the Award at the time granted.

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(g)   Agreements. At the time any Award is made under this Paragraph X, the Company
and the Holder shall enter into a Long-Term Incentive Award Agreement setting
forth each of the matters contemplated hereby, and, in addition such matters as
are set forth in Paragraph IX(b) as the Committee may determine to be
appropriate. The terms and provisions of the respective agreements need not be
identical.

# XI. PHANTOM STOCK AWARDS

(a)   Phantom Stock Awards. Phantom Stock Awards are rights to receive shares of Stock
(or cash in an amount equal to the Fair Market Value thereof), or rights to
receive an amount equal to any appreciation in the Fair Market Value of Stock
(or portion thereof) over a specified period of time, which vest over a period
of time or upon the occurrence of an event (including without limitation a
Change of Control) as established by the Committee, without payment of any
amounts by the Holder thereof (except to the extent otherwise required by law)
or satisfaction of any performance criteria or objectives. Each Phantom Stock
Award shall have a maximum value established by the Committee at the time of
such Award.

(b)   Award Period. The Committee shall establish, with respect to and at the time of
each Phantom Stock Award, a period over which or the event upon which the Award
shall vest with respect to the Holder.

(c)   Awards Criteria. In determining the value of Phantom Stock Awards, the Committee
shall take into account an employees responsibility level, performance,
potential, other Awards and such other considerations as it deems appropriate.

(d)   Payment. Following the end of the vesting period for a Phantom Stock Award, the
Holder of a Phantom Stock Award shall be entitled to receive payment of an
amount, not exceeding the maximum value of the Phantom Stock Award, based on the
then vested value of the Award. Payment of a Phantom Stock Award may be made in
cash, Stock or a combination thereof as determine by the Committee. Payment
shall be made in a lump sum or in installments as prescribed by the Committee in
its sole discretion. Any payment to be made in Stock shall be based on the Fair
Market Value of the Stock on the payment date. Cash dividend equivalents may be
paid during or after the vesting period with respect to a Phantom Stock Award,
as determined by the Committee. If a payment of cash is to be made on a deferred
basis, the Committee shall establish whether interest shall be credited, the
rate thereof and any other terms and conditions applicable thereto.

(e)   Termination of Employment. A Phantom Stock Award shall terminate if the Holder
does not remain continuously in the employ of the Company at all times during
the applicable vesting period, except as may be otherwise determined by the
Committee or as set forth in the Award at the time of grant.

(f)   Agreements. At the time any Award is made under this Paragraph XI, the Company
and the Holder shall enter into a Phantom Stock Award Agreement setting forth
each of the matters contemplated hereby and, in addition such matters as are set
forth in Paragraph IX(b) as the Committee may determine to be appropriate. The
terms and provisions of the respective agreements need not be identical.

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# XII. RECAPITALIZATION OR REORGANIZATION

(a)   The shares with respect to which Awards may be granted are shares of Stock as
presently constituted, but if, and whenever, prior to the expiration of an Award
theretofore granted, the Company shall effect a subdivision or consolidation of
shares of Stock or the payment of a stock dividend on Stock without receipt of
consideration by the Company, the number of shares of Stock with respect to
which such Award may thereafter be exercised or satisfied, as applicable, (i) in
the event of an increase in the number of outstanding shares shall be
proportionately increased, and the purchase price per share shall be
proportionately reduced, and (ii) in the event of a reduction in the number of
outstanding shares shall be proportionately reduced, and the purchase price per
share shall be proportionately increased.

(b)   If the Company recapitalizes or otherwise changes its capital structure,
thereafter upon any exercise or satisfaction, as applicable, of an Award
theretofore granted the Holder shall be entitled to (or entitled to purchase, if
applicable) under such Award, in lieu of the number of shares of Stock then
covered by such Award, the number and class of shares of stock and securities to
which the Holder would have been entitled pursuant to the terms of the
recapitalization if, immediately prior to such recapitalization, the Holder had
been the holder of record of the number of shares of Stock then covered by such
Award.

(c)   In the event of a Change of Control, outstanding Awards other than Options shall
immediately vest and become exercisable or satisfiable, as applicable. The
Committee, in its discretion, may determine that upon the occurrence of a Change
of Control, each Award other than an Option outstanding hereunder shall
terminate within a specified number of days after notice to the Holder, and such
Holder shall receive, with respect to each share of Stock subject to such Award,
cash in an amount equal to the excess, if any, of the Change of Control Value.
Further, in the event of a Change of Control, the Committee, in its discretion
shall act to effect one or more of the following alternatives with respect to
outstanding Options, which may vary among individual Holders and which may vary
among Options held by any individual Holder: (1) accelerate the time at which
Options then outstanding may be exercised so that such Options may be exercised
in full for a limited period of time on or before a specified date (before or
after such Change of Control) fixed by the Committee, after which specified date
all unexercised Options and all rights of Holders thereunder shall terminate,
(2) require the mandatory surrender to the Company by selected Holders of some
or all of the outstanding Options held by such Holders (irrespective of whether
such Options are then exercisable under the provisions of the Plan) as of a
date, before or after such Change of Control, specified by the Committee, in
which event the Committee shall thereupon cancel such Options and the Company
shall pay to each Holder an amount of cash per share equal to the excess, if
any, of the Change of Control Value of the shares subject to such Option over
the exercise price(s) under such Options for such shares, (3) make such
adjustments to Options then outstanding as the Committee deems appropriate to
reflect such Change of Control (provided, however, that the Committee may
determine in its sole discretion that no adjustment is necessary to Options then
outstanding) or (4) provide that thereafter upon any exercise of an Option
theretofore granted the Holder shall be entitled to purchase under such Option,
in lieu of the number of shares of Stock then covered by such Option the number
and class of shares of stock or other securities or property (including, without
limitation, cash) to which the Holder would have been entitled pursuant to the
terms of the agreement of merger, consolidation or sale of assets and
dissolution if, immediately prior to such merger, consolidation or sale of
assets and dissolution the Holder had

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been the holder of record of the number of
shares of Stock then covered by such Option. The provisions contained in this
paragraph shall be inapplicable to an Award granted within six (6) months before
the occurrence of a Change of Control if the Holder of such Award is subject to
the reporting requirements of Section 16(a) of the 1934 Act. The provisions
contained in this paragraph shall not terminate any rights of the Holder to
further payments pursuant to any other agreement with the Company following a
Change of Control.

(d)   In the event of changes in the outstanding Stock by reason of recapitalization,
reorganizations, mergers, consolidations, combinations, exchanges or other
relevant changes in capitalization occurring after the date of the grant of any
Award and not otherwise provided for by this Paragraph XII, any outstanding
Awards and any agreements evidencing such Awards shall be subject to adjustment
by the Committee at its discretion as to the number and price of shares of Stock
or other consideration subject to such Awards. In the event of any such change
in the outstanding Stock, the aggregate number of shares available under the
Plan may be appropriately adjusted by the Committee, whose determination shall
be conclusive.

(e)   The existence of the Plan and the Awards granted hereunder shall not affect in
any way the right or power of the Board or the shareholders of the Company to
make or authorize any adjustment, recapitalization, reorganization or other
change in the Companys capital structure or its business, any merger or
consolidation of the Company, any issue of debt or equity securities ahead of or
affecting Stock or the rights thereof, the dissolution or liquidation of the
Company or any sale, lease, exchange or other disposition of all or any part of
its assets or business or any other corporate act of proceeding.

(f)   Any adjustment  provided for in Subparagraphs  (a), (b), (c) or (d) above shall be subject to any
required shareholder action.

(g)   Except as hereinbefore expressly provided, the issuance by the Company of shares
of stock of any class or securities convertible into shares of stock of any
class, for cash, property, labor or services, upon direct sale, upon the
exercise of rights or warrants to subscribe therefor, or upon conversion of
shares of obligations of the Company convertible into such shares or other
securities, and in any case whether or not for fair value, shall not affect, and
no adjustment by reason thereof shall be made with respect to, the number of
shares of Stock subject to Awards theretofore granted or the purchase price per
share, if applicable.

# XIII. AMENDMENT AND TERMINATION OF THE PLAN

The
Board in its discretion may terminate the Plan at any time with respect to any
shares for which Awards have not theretofore been granted. The Board shall have
the right to alter or amend the Plan or any part thereof from time to time;
provided that no change in any Award theretofore granted may be made which would
impair the rights of the Holder without the consent of the Holder (unless such
change is required in order to cause the benefits under the Plan to qualify as
performance-based compensation within the meaning of section 162(m) of the Code
and applicable interpretive authority thereunder), and provided, further, that
the Board may not, without approval of the shareholders, amend the Plan:

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(a)    to increase the maximum number of shares which may be issued on exercise or surrender of an
Award, except as provided in Paragraph XII;

(b)    to change the Option price;

(c) to change the class of employees eligible to receive Awards or materially increase the benefits
accruing to employees under the Plan;

(d)    to extend the maximum period during which Awards may be
granted under the Plan;

(e) to modify materially the requirements as to eligibility for participation in
the Plan; or

(f)    to decrease any authority granted to the Committee hereunder in contravention
of Rule 16b-3.

# XIV. MISCELLANEOUS

(a)   No Right To An Award. Neither the adoption of the Plan by the Company nor any
action of the Board or the Committee shall be deemed to give an employee any
right to be granted an Award to purchase Stock, a right to a Stock Appreciation
Right, a Restricted Stock Award, a Long-Term Incentive Award or a Phantom Stock
Award or any of the rights hereunder except as may be evidenced by an Award or
by an Option Agreement, Stock Appreciation Rights Agreement, Restricted Stock
Agreement, Long-Term Incentive Award Agreement or Phantom Stock Award Agreement
duly executed on behalf of the Company, and then only to the extent and on the
terms and conditions expressly set forth therein. The Plan shall be unfunded.
The Company shall not be required to establish any special or separate fund or
to make any other segregation of funds or assets to assure the payment of any
Award.

(b)   No Employment Rights Conferred. Nothing contained in the Plan shall (i) confer
upon any employee any right with respect to continuation of employment with the
Company or any subsidiary or (ii) interfere in any way with the right of the
Company or any subsidiary to terminate his or her employment at any time.

(c)   Other Laws; Withholding. The Company shall not be obligated to issue any Stock
pursuant to any Award granted under the Plan at any time when the shares covered
by such Award have not been registered under the Securities Act of 1933 and such
other state and federal laws, rules or regulations as the Company or the
Committee deems applicable and, in the opinion of legal counsel for the Company,
there is no exemption from the registration requirements of such laws, rules or
regulations available for the issuance and sale of such shares. No fractional
shares of Stock shall be delivered, nor shall any cash in lieu of fractional
shares be paid. The Company shall have the right to deduct in connection with
all Awards any taxes required by law to be withheld and to require any payments
required to enable it to satisfy its withholding obligations.

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(d)   No Restriction on Corporate Action. Nothing contained in the Plan shall be
construed to prevent the Company or any subsidiary from taking any corporate
action which is deemed by the Company or such subsidiary to be appropriate or in
its best interest, whether or not such action would have an adverse effect on
the Plan or any Award made under the Plan. No employee, beneficiary or other
person shall have any claim against the Company or any subsidiary as a result of
any such action.

(e)   Restrictions on Transfer. An Award shall not be transferable otherwise than by
will or the laws of descent and distribution or pursuant to a qualified
domestic relations order as defined by the Code or Title I of the Employee
Retirement Income Security Act of 1974, as amended, or the rules thereunder, and
shall be exercisable during the Holders lifetime only by such Holder or
the Holders guardian or legal representative.

(f)   Rule 16b-3. It is intended that the Plan and any grant of an Award made to a
person subject to Section 16 of the 1934 Act meet all of the requirements of
Rule 16b-3. If any provision of the Plan or any such Award would disqualify the
Plan or such Award under, or would otherwise not comply with, Rule 16b-3, such
provision or Award shall be construed or deemed amended to conform to Rule
16b-3.

(g)   Section 162(m). It is intended that the Plan comply fully with and meet all the
requirements of Section 162(m) of the Code so that Options and Stock
Appreciation Rights granted hereunder and, if determined by the Committee,
Restricted Stock Awards, shall constitute performance-based
compensation within the meaning of such section. If any provision of the Plan
would disqualify the Plan or would not otherwise permit the Plan to comply with
Section 162(m) as so intended, such provision shall be construed or deemed
amended to conform to the requirements or provisions of Section 162(m); provided
that no such construction or amendment shall have an adverse effect on the
economic value to a Holder of any Award previously granted hereunder.

(h)   Governing Law. This Plan shall be construed in accordance
with the laws of the State of Texas.