Exhibit 10.1

                        HOWELL CORPORATION
                 SEVERANCE PROGRAM FOR EXECUTIVES


      The Board of  Directors  of Howell  Corporation,  a  Delaware
corporation  (the   "Company"),   has  authorized  the  Company  to
explore  the  possibility  of a merger  or other  form of  business
combination   ("Merger")   with  Anadarko   Petroleum   Corporation
("Parent").  In light of the  distraction  to the executives of the
Company that such  exploration of the Merger may create,  the Board
of Directors of the Company (the  "Board") has  determined  that it
is in the best  interests  of the Company and its  stockholders  to
take   action   intended   to  ensure  that  the  Company  and  its
subsidiaries  will  continue  to  receive  the  full,  undistracted
attention and dedication of their executives,  notwithstanding  the
possibility  of the occurrence of the Merger (the  consummation  of
the  Merger  hereinafter  referred  to as a "Change  in  Control").
Therefore,   in  order  to   diminish   the  extent  to  which  the
possibility of the Change in Control would  otherwise  distract the
Company  and  its  subsidiaries'   executives  from  the  efficient
discharge  of  their   responsibilities  to  the  Company  and  its
subsidiaries,   by  providing  all  of  such  executives  with  the
assurance of  financial  security for a period of time in the event
of a Change  in  Control,  the  Board  hereby  adopts  the  Program
described below effective as of September 28, 2002.

1.    Employees Covered.  The Howell Corporation  Severance Program
for  Executives  (this  "Program")  shall only cover the  executive
employees  of the  Company  and its  subsidiaries  who  are  listed
along with the title of their  positions  on Exhibit  "A"  attached
hereto.

2.    Condition to Benefits  Being  Payable.  No benefits  shall be
payable  under  this  Program  unless  (i) there  shall have been a
Change  in  Control,  (ii) the  executive  listed  on  Exhibit  A's
employment with the Company and its  subsidiaries is  involuntarily
terminated  by the  Company  or its  subsidiaries,  other  than For
Cause (as  defined in Section 6) or is  voluntarily  terminated  by
such  executive  for Good  Reason (as  defined in Section  5), upon
the  occurrence  of or within three (3) years after the date of the
Change  in  Control  ("Termination  of  Employment")  and (iii) the
executive  listed  on  Exhibit  A  executes  and  delivers  to  the
Company  and  does  not  revoke  a  Waiver  and  Release  Agreement
("Release"),  substantially  in the form of  Exhibit  "B"  attached
hereto, as set forth in Section 7.

3.    Benefits.

(a)   Upon the occurrence of a Change in Control,  an executive who
      is covered  under this  Program as described in Section 1 and
      who has a Termination of Employment  (hereinafter referred to
      as "Executive"):

(i)   shall  receive,  and the Company  shall pay the  aggregate of
           the  following  amounts  to  Executive  in one  lump sum
           within   thirty   (30)  days  after  the  date  of  such
           Termination   of  Employment   (except  as  provided  in
           Section 7):
                                      -1-
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(A)   an amount  equal to two and  one-half  (2.5) times the sum of
                (z)  Executive's  annual  base  salary in effect at
                the time of the Termination of Employment;  and (y)
                the  greater  of the last  bonus paid or awarded by
                the Company to  Executive  for a full twelve  month
                period or the  annualized  amount of the last bonus
                paid or awarded  by the  Company  to  Executive  if
                such  bonus  was  for  less  than  a  twelve  month
                period;  and  (x)  the  amount  of the  Executive's
                annual  car  allowance,  if any,  for the  calendar
                year in which the Change in Control occurs.

(B)   an  amount  equal to the  value  of any  accrued  but  unused
                vacation.

(ii)  shall  receive any computer  owned by the Company but used by
           the Executive  immediately  prior to his  termination of
           employment.

(iii) shall receive extended coverage,  under the Company's medical
           and dental plans for him and his  qualifying  dependents
           (including  his  spouse)  for a period of six (6) months
           beginning on the date of  termination  of  employment at
           the  cost  paid by the  Executive  immediately  prior to
           termination of employment;  provided,  however,  that if
           the Executive  becomes  reemployed with another employer
           and  is  eligible  to  receive  medical/dental  coverage
           under    another     employer-provided     plan,     the
           medical/dental  benefits provided under this clause (ii)
           shall  be  secondary  to  those   provided   under  such
           subsequent  employer's  plan.  After  such six (6) month
           period,  the Executive shall be entitled to continuation
           coverage  pursuant  to Section  4980(f) of the  Internal
           Revenue  Code  of  1986,  as  amended  ("Code")  ("COBRA
           Coverage")  at  the  cost  normally  charged   similarly
           situated, active employees for such COBRA Coverage.

(b)   Notwithstanding  anything  herein to the  contrary and except
      as  provided  in Section  3(d)  below,  an  Executive  who is
      designated  as a  "temporary/transitional"  employee  by  the
      Parent on or before the Change in Control,  shall be paid the
      severance  benefit  calculated  under  Section  3(a) (and the
      Executive  shall not be entitled to any additional  severance
      benefit  pursuant  to  Section  3(a))  above  in one lump sum
      within  thirty  (30) days  after the  earlier to occur of (i)
      the  date  which  is six (6)  months  after  the  date of the
      Change  in  Control,   provided   that  the  Executive  is  a
      "temporary/transitional"  employee  on such  date or (ii) the
      date  such  Executive's  "temporary/transitional"  employment
      terminates in accordance  with Section 2; provided,  however,
      that  the  criteria  used  to  measure  whether  or not  such
      Executive  has  "Good  Reason"  under (i)  through  (viii) of
      Section 5(a) during such  six-month  period shall be based on
      the  Executive's   position  as  a   "temporary/transitional"
      employee  which  shall  involve  duties and  responsibilities
      associated with assisting management in the transition.

(c)   Except as provided in Section 3(a)(iii),  the amounts payable
      under  this  Section 3 shall be  payable  whether  or not the
      Executive  secures new  employment,  and shall not be reduced
      or offset in any manner.

                                      -2-
<PAGE>

(d)   Notwithstanding  anything  herein  to  the  contrary,  if the
      employment   of  an  Executive   who  is   designated   as  a
      "temporary/transitional"  employee is  terminated  on account
      of such Executive's death or Disability,  the Executive shall
      receive  and the  Company  shall pay the  severance  benefits
      described  in  Section 3  within  thirty  (30) days after the
      Executive's  termination  of  employment  on  account  of his
      death or Disability,  and the Executive  shall be entitled to
      the  benefits  described  in  Section 4,  if  applicable.   A
      termination  of  employment  for   "Disability"   shall  have
      occurred if an Executive's  employment is terminated  because
      physical or mental injury has  prevented  the Executive  from
      performing  his or her  duties (as they  existed  immediately
      prior to the illness or injury) on a full-time  basis for one
      hundred eighty (180) business days.

4.    Certain Additional Benefits.

(a)   Anything in this Program to the contrary  notwithstanding and
      except  as  set  forth  below,  in  the  event  it  shall  be
      determined   that  any  benefit  earned  or  any  payment  or
      distribution  by the Company or any of its  subsidiaries,  to
      or for the benefit of  Executive,  whether  earned or paid or
      payable  or  distributed  or  distributable  pursuant  to the
      terms of this  Program or  otherwise  (any such  payments  or
      distributions  or  earnings  being  individually  referred to
      herein as a "Payment,"  and any two or more of such  payments
      or  distributions  or  earnings  being  referred to herein as
      "Payments"),  would be subject  to the excise tax  imposed by
      Section 4999 of the Code (such excise tax,  together with any
      interest  thereon,  any  penalties,   additions  to  tax,  or
      additional  amounts  with respect to such excise tax, and any
      interest in respect of such  penalties,  additions  to tax or
      additional amounts,  being collectively referred herein to as
      the  "Excise  Tax"),  then  Executive  shall be  entitled  to
      receive and the Company shall make an  additional  payment or
      payments  (individually  referred  to herein  as a  "Gross-Up
      Payment,"  and any two or  more of such  additional  payments
      being  referred  to  herein  as  "Gross-Up  Payments")  in an
      amount such that after  payment by Executive of all taxes (as
      defined in Section 4(k))  imposed upon the Gross-Up  Payment,
      Executive  retains an amount of such  Gross-Up  Payment equal
      to   the   Excise   Tax    imposed    upon   the    Payments.
      Notwithstanding  the  foregoing  provisions  of this  Section
      4(a),  if it  shall  be  determined  that  the  Executive  is
      entitled  to the  Gross-Up  Payment,  but that the  Parachute
      Value  of all  Payments  does  not  exceed  110% of the  Safe
      Harbor Amount,  then no Gross-Up Payment shall be made to the
      Executive and the amounts  payable under this Agreement shall
      be reduced so that the Parachute  Value of all  Payments,  in
      the aggregate,  equals the Safe Harbor Amount.  The reduction
      of the amounts  payable  hereunder,  if applicable,  shall be
      made  by  first   reducing   the   payments   under   Section
      3(a)(i)(A),  unless an  alternative  method of  reduction  is
      elected by the  Executive,  and in any event shall be made in
      such a  manner  as to  maximize  the  Value  of all  Payments
      actually  made to the  Executive.  For  purposes  of reducing
      the Payments to the Safe Harbor Amount,  only amounts payable
      under  this  Program  (and  no  other   Payments)   shall  be
      reduced.  If the  reduction of the amount  payable under this
      Program  would not  result in a  reduction  of the  Parachute
      Value of all Payments to the Safe Harbor  Amount,  no amounts
      payable under this Program shall be reduced  pursuant to this
      Section 4(a).
                                      -3-
<PAGE>

(b)   Subject to the  provisions of  Section 4(c)  through (i), any
      determination  (individually,  a "Determination") required to
      be  made  under  this   Section 4(b),   including  whether  a
      Gross-Up  Payment is required and the amount of such Gross-Up
      Payment,  shall initially be made, at the Company's  expense,
      by nationally  recognized tax accountants mutually acceptable
      to  the  Company  and  Executive  ("Tax  Accountants").   Tax
      Accountants   shall   provide   detailed   supporting   legal
      authorities,  calculations,  and  documentation  both  to the
      Company  and  Executive   within  15  business  days  of  the
      termination of  Executive's  employment,  if  applicable,  or
      such other time or times as is  reasonably  requested  by the
      Company or  Executive.  If Tax  Accountants  make the initial
      Determination  that no Excise  Tax is  payable  by  Executive
      with  respect  to a Payment  or  Payments,  it shall  furnish
      Executive with an opinion reasonably  acceptable to Executive
      that no Excise Tax will be imposed  with  respect to any such
      Payment  or  Payments.  Executive  shall  have  the  right to
      dispute any  Determination  (a "Dispute")  within 15 business
      days after delivery of Tax Accountants'  opinion with respect
      to such  Determination.  The  Gross-Up  Payment,  if any,  as
      determined  pursuant  to  such  Determination  shall,  at the
      Company's  expense,  be  paid  by the  Company  to  Executive
      within  five  business  days of  Executive's  receipt of such
      Determination.  The  existence of a Dispute  shall not in any
      way affect  Executive's right to receive the Gross-Up Payment
      in  accordance  with  such  Determination.  If  there  is  no
      Dispute,  such  Determination  shall be  binding,  final  and
      conclusive  upon the  Company and  Executive,  subject in all
      respects,  however, to the provisions of Section 4(c) through
      (i)   below.   As  a  result  of  the   uncertainty   in  the
      application  of  Sections 4999  and 280G of the  Code,  it is
      possible that Gross-Up  Payments (or portions  thereof) which
      will not have been made by the Company  should have been made
      ("Underpayment").  In the  event  the  Company  exhausts  its
      remedies  pursuant  to Section  4(f),  and the  Executive  is
      required  to  make  a  payment  of  any  Excise  Tax  or  any
      additional  Excise Tax,  as the case may be, Tax  Accountants
      shall, at the Company's expense,  determine the amount of the
      Underpayment  that has  occurred  and any  such  Underpayment
      shall be promptly paid by the Company to Executive.

(c)   The  Company  shall  defend,  hold  harmless,  and  indemnify
      Executive  on a fully  grossed-up  after tax  basis  from and
      against   any   and   all   claims,   losses,    liabilities,
      obligations,  damages,  impositions,   assessments,  demands,
      judgments,   settlements,   costs,  and  expenses  (including
      reasonable  attorneys',  accountants',  and experts' fees and
      expenses)  with  respect to any tax  liability  of  Executive
      resulting  from  any  Final   Determination  (as  defined  in
      Section 4(h)) that any Payment is subject to the Excise Tax.

(d)   If a party hereto receives any written or oral  communication
      with  respect  to any  question,  adjustment,  assessment  or
      pending or threatened  audit,  examination,  investigation or
      administrative,  court or other proceeding  which, if pursued
      successfully,  could  result  in or give  rise to a claim  by
      Executive   against  the  Company  under  this   Section 4(d)
      ("Claim"),  including,  but  not  limited  to,  a  claim  for
      indemnification   of   Executive   by   the   Company   under
      Section 4(c),  then such  party  shall  promptly  (within  at
      least ten (10)  business  days) notify the other party hereto
      in writing of such Claim ("Tax Claim Notice").

(e)   If  a  Claim  is  asserted  against   Executive   ("Executive
      Claim"),  Executive  shall  take or cause  to be  taken  such
      action in connection  with contesting such Executive Claim as
      the Company shall reasonably  request in writing from time to
      time,  including  the retention of counsel and experts as are
      reasonably  designated  by the Company  (it being  understood
      and agreed by the  parties  hereto that the terms of any such
      retention shall  expressly  provide that the Company shall be
      solely  responsible  for the  payment of any and all fees and
      disbursements  of  such  counsel  and  any  experts)  and the
      execution of powers of attorney, provided that:

                                      -4-
<PAGE>

(i)   within thirty (30)  calendar days after the Company  receives
           or  delivers,  as the case may be, the Tax Claim  Notice
           relating to such  Executive  Claim (or such earlier date
           that  any  payment  of the  taxes  claimed  is due  from
           Executive,   but  in  no  event  sooner  than  five  (5)
           calendar  days after the  Company  receives  or delivers
           such Tax Claim Notice),  the Company shall have notified
           Executive  in  writing  ("Election   Notice")  that  the
           Company  does not  dispute its  obligations  (including,
           but not limited  to, its  indemnity  obligations)  under
           this  Program  and that the  Company  elects to contest,
           and to control  the  defense  or  prosecution  of,  such
           Executive  Claim  at the  Company's  sole  risk and sole
           cost and expense; and

(ii)  the  Company   shall  have   advanced  to   Executive  on  an
           interest-free   basis,  the  total  amount  of  the  tax
           claimed  in  order  for  Executive,   at  the  Company's
           request,  to pay or cause  to be paid  the tax  claimed,
           file a claim for refund of such tax and,  subject to the
           provisions  of the last  sentence of  Section 4(g),  sue
           for a refund  of such tax if such  claim  for  refund is
           disallowed  by  the  appropriate  taxing  authority  (it
           being  understood  and agreed by the parties hereto that
           the  Company  shall only be entitled to sue for a refund
           and the Company  shall not be  entitled to initiate  any
           proceeding  in, for  example,  United  States Tax Court)
           and shall  indemnify and hold Executive  harmless,  on a
           fully grossed-up  after tax basis,  from any tax imposed
           with  respect  to such  advance  or with  respect to any
           imputed income with respect to such advance; and

(iii) the Company shall  reimburse  Executive for any and all costs
           and  expenses  resulting  from any such  request  by the
           Company   and  shall   indemnify   and  hold   Executive
           harmless,  on fully grossed-up after-tax basis, from any
           tax imposed as a result of such reimbursement.

(f)   Subject  to  the  provisions  of  Section 4(e)   hereof,  the
      Company shall have the right to defend or  prosecute,  at the
      sole cost, expense,  and risk of the Company,  such Executive
      Claim  by  all  appropriate  proceedings,  which  proceedings
      shall be defended or prosecuted  diligently by the Company to
      a Final  Determination.  Without  limitation on the foregoing
      provisions  of  Section  4(e)  and  this  Section  4(f),  the
      Company  shall  control all  proceedings  taken in connection
      with such  contest  and,  at its sole  option,  may pursue or
      forgo  any  and  all  administrative  appeals,   proceedings,
      hearings  and  conferences   with  the  taxing  authority  in
      respect of such  claim and may,  at its sole  option,  either
      direct the  Executive  to pay the tax  claimed  and sue for a
      refund or contest the claim in a permissible  manner, and the
      Executive   agrees   to   prosecute   such   contest   to   a
      determination before any administrative  tribunal, in a court
      of initial  jurisdiction and in one or more appellate courts,
      as the Company shall determine;  provided,  however, that (i)
                                       --------   -------
                                      -5-
<PAGE>

      the Company  shall not,  without  Executive's  prior  written
      consent,  enter into any  compromise  or  settlement  of such
      Executive  Claim that would adversely  affect  Executive with
      respect to issues not involving  Excise Tax; (ii) any request
      from the Company to Executive  regarding any extension of the
      statute of limitations  relating to assessment,  payment,  or
      collection  of taxes for the taxable year of  Executive  with
      respect  to which  the  contested  issues  involved  in,  and
      amount of, the  Executive  Claim relate is limited  solely to
      such  contested  issues and amount;  and (iii) the  Company's
      control  of any  contest  or  proceeding  shall be limited to
      issues  with  respect to the  Executive  Claim and  Executive
      shall be  entitled  to  settle  or  contest,  in his sole and
      absolute  discretion,  any other issue raised by the Internal
      Revenue  Service or any other  taxing  authority.  So long as
      the  Company  is  defending  or  prosecuting  such  Executive
      Claim,  Executive  shall  provide or cause to be  provided to
      the  Company  any  information  reasonably  requested  by the
      Company  that  relates  to such  Executive  Claim,  and shall
      otherwise  cooperate with the Company and its representatives
      in good faith in order to contest  effectively such Executive
      Claim.  The  Company  shall keep  Executive  informed  of all
      developments  and events relating to any such Executive Claim
      (including,   without  limitation,   providing  to  Executive
      copies  of all  written  materials  pertaining  to  any  such
      Executive   Claim),   and   Executive   or   his   authorized
      representatives  shall be entitled,  at Executive's  expense,
      to participate in all  conferences,  meetings and proceedings
      relating to any such Executive Claim.

(g)    If, after actual  receipt by Executive of an amount of a tax
      claimed  (pursuant to an Executive Claim) for the Executive's
      behalf  pursuant to  Section 4(e)(ii)  hereof,  the extent of
      the liability of the Company  hereunder  with respect to such
      tax claimed has been  established  by a Final  Determination,
      Executive  shall  promptly  pay or  cause  to be  paid to the
      Company  any  refund   actually   received  by,  or  actually
      credited to,  Executive  with  respect to such tax  (together
      with any  interest  paid or  credited  thereon  by the taxing
      authority  and any  recovery  of legal fees from such  taxing
      authority  related   thereto).   If,  after  the  receipt  by
      Executive of an amount on the Executive's  behalf pursuant to
      Section 4(e)(ii),  a  determination  is made by the  Internal
      Revenue Service or other  appropriate  taxing  authority that
      Executive  shall not be entitled  to any refund with  respect
      to  such  tax  claimed  and  the  Company   does  not  notify
      Executive  in writing of its intent to contest such denial of
      refund  prior to the  expiration  of thirty  (30) days  after
      such  determination,  then the amount of such  payment  shall
      offset to the  extent  thereof,  the  amount of any  Gross-Up
      Payments and other payments required to be paid hereunder.

(h)   For purposes of this Program, the term "Final  Determination"
      shall mean (A) a decision,  judgment,  decree, or other order
      by a court or other tribunal with  appropriate  jurisdiction,
      which has become  final and  non-appealable;  (B) a final and
      binding  settlement  or  compromise  with  an  administrative
      agency  with  appropriate  jurisdiction,  including,  but not
      limited to, a closing  agreement  under  Section  7121 of the
      Code;  (C) any  disallowance  of a claim for refund or credit
      in  respect to an  overpayment  of tax unless a suit is filed
      on a timely basis; or (D) any final  disposition by reason of
      the expiration of all applicable statutes of limitations.

(i)   For  purposes  of this  Program,  the terms "tax" and "taxes"
      mean any and all  taxes of any  kind  whatsoever  (including,
      but not limited to, any and all Excise  Taxes,  income taxes,
      and employment  taxes),  together with any interest  thereon,
      any penalties,  additions to tax, or additional  amounts with
      respect  to such  taxes and any  interest  in respect of such
      penalties, additions to tax, or additional amounts.

                                      -6-
<PAGE>

(j)   For  purposes  of this  Program,  the terms  "affiliate"  and
      "affiliates"  mean,  when used with  respect  to any  entity,
      individual,  or other person,  any other entity,  individual,
      or other person which,  directly or  indirectly,  through one
      or more intermediaries  controls,  or is controlled by, or is
      under  common   control  with  such  entity,   individual  or
      person.  The term  "control"  and  derivations  thereof  when
      used  in  the  immediately   preceding   sentence  means  the
      ownership,  directly  or  indirectly,  of 50% or  more of the
      voting  securities of an entity or other person or possessing
      the power to direct or cause the direction of the  management
      and policies of such entity or other person,  whether through
      the ownership of voting securities, by contract or otherwise.

(k)   Definitions.  The  following  terms shall have the  following
      meanings for purposes of this Section 4.

                (i)  "Parachute  Value" of a Payment shall mean the
           present  value as of the date of the  change of  control
           for  purposes of Section 280G of the Code of the portion
           of such Payment that  constitutes a "parachute  payment"
           under   Section   280G(b)(2),   as   determined  by  the
           Accounting Firm for purposes of determining  whether and
           to  what  extent  the  Excise  Tax  will  apply  to such
           Payment.

                (ii) A   "Payment"   shall  mean  any   payment  or
           distribution in the nature of  compensation  (within the
           meaning  of  Section  280G(b)(2)  of the Code) to or for
           the benefit of the  Executive,  whether  paid or payable
           pursuant to this Program or otherwise.

                (iii)The "Safe Harbor  Amount" means 2.99 times the
           Executive's   "base  amount,"   within  the  meaning  of
           Section 280G(b)(3) of the Code.

                (iv) "Value" of a Payment  shall mean the  economic
           present  value of a Payment as of the date of the change
           of control for purposes of Section 280G of the Code,  as
           determined  by the  Accounting  Firm using the  discount
           rate required by Section 280G(d)(4) of the Code.

5.    Good Reason.

(a)   As used in this  Program,  the term "Good  Reason" means that
      in connection with the Executive's  voluntary  termination of
      employment  upon the  occurrence of or within three (3) years
      after the date of the Change in  Control,  any one or more of
      the following  events has occurred (other than an inadvertent
      act which is cured  within ten (10) days of  notice)  without
      the Employee's consent:

(i)   a  material  diminution  in the  nature  of  the  Executive's
           position  listed  on  Exhibit  A,  including,   but  not
           limited to, his  authorities,  duties,  responsibilities
           or  status  (including  offices,   titles  or  reporting
           requirements),  from  those in effect  prior to a Change
           in Control or those in effect for a  similarly  situated
           public company; or

                                      -7-
<PAGE>

(ii)  the  relocation of the  Executive's  place of employment to a
           location  in excess of  twenty-five  (25) miles from the
           place of the  Executive's  employment  prior to a Change
           in  Control  which  is  listed  on  Exhibit  A  attached
           hereto; or

(iii) any reduction by the Company of the Executive's  base salary,
           or  a  material  reduction  in  the  calculation  of  or
           determination of his bonus or other incentive  benefits,
           from those in effect prior to a Change in Control; or

(iv)  the  failure  by  the  Company  or  Parent  to  increase  the
           Executive's  base  salary  in a manner  consistent  with
           practices  implemented  by either the  Company or Parent
           subsequent  to the  Change in  Control  with  respect to
           similarly positioned employees; or

(v)   the  failure  of  the  Company  or  Parent  to  maintain  the
           Executive's  participation  in employee  benefit  plans,
           programs,  arrangements,  and  policies  implemented  by
           either the  Company or Parent  subsequent  to the Change
           in  Control  with   respect  to   similarly   positioned
           employees; or

(vi)  failure of the Company (A) to advance  expenses to or for the
           benefit  of  Executive  pursuant  to a  request  made by
           Executive  in  conformity  with  the  provisions  of any
           indemnity  agreement  between the Company and  Executive
           or  (B)  to   indemnify   Executive   pursuant   to  the
           provisions of any indemnity  agreement  between  Company
           and Executive or any charter or the bylaw provisions; or

(vii) Executive  is  required to travel on Company  business  after
           the Change in Control,  an amount,  when compared to the
           Executive's  business  travel  prior  to the  Change  in
           Control,  which is an  increase  of the  greater  of (A)
           forty  (40)  business  days or (B)  thirty-five  percent
           (35%)  of  the  number  of  business  days  traveled  on
           Company  business  during the twelve  (12) month  period
           immediately preceding the Change in Control; or

(viii)     the  failure  of the  Company or Parent to  continue  to
           provide    Executive   with   office   space,    related
           facilities,  and support personnel  (including,  but not
           limited to,  administrative and secretarial  assistance)
           that  are  both   commensurate   with  the   Executive's
           responsibilities  to and position with the Company prior
           to a Change in Control and not materially  dissimilar to
           the  office  space,  related  facilities,   and  support
           personnel  provided to other  executive  officers of the
           Company; or

(ix)  the  failure  of the  Company  to  obtain  from  a  successor
           (including  a  successor  to a  material  portion of the
           business  or  assets  of  the  Company)  a  satisfactory
           assumption  in  writing  of  the  Company's  obligations
           under this Program; or

(x)   the Company  notifies  Executive of the  Company's  intention
           not  to  observe   or   perform   one  or  more  of  the
           obligations of the Company under this Program; or
                                      -8-
<PAGE>

(xi)  the Company  breaches any  provision of this Program and such
           breach is not cured  within  thirty  (30) days after the
           Company's receipt of notice thereof from Executive.

(b)   If, as of or after the occurrence of a Change in Control,  an
      Executive accepts an employment  position with the Company (a
      "New  Position") and does not terminate his  employment  with
      the  Company  or its  subsidiaries  for  Good  Reason  within
      twenty-five   (25)  days  of  such   acceptance  (the  "Final
      Acceptance  Date"),  then for the  period  commencing  on the
      Final  Acceptance  Date and ending on date which is three (3)
      years after the date of Change in Control,  the criteria used
      to measure  whether or not such  Executive  has "Good Reason"
      under clauses (i) through  (viii) shall be  determined  based
      on the New Position.  Notwithstanding  the foregoing,  if the
      Company and the  Executive  agree that the New  Position is a
      promotion,  then the criteria used to measure  whether or not
      such  Executive  has "Good  Reason" under clauses (i) through
      (viii)  shall be made  based on the  position  the  Executive
      maintained immediately prior to the Change in Control.

6.    For  Cause.  As used in this  Program,  the term "For  Cause"
means  (i)  gross   neglect  by  Executive  of  his  duties  as  an
employee,  officer or director of the Company,  which continues for
more than  thirty  (30) days after  Executive's  receipt of written
notice from the Board to  Executive  specifically  identifying  the
gross   negligence  of  Executive   and   directing   Executive  to
discontinue  the same,  (ii) the  conviction  of the Executive of a
crime  constituting a felony,  or (iii) the commission by Executive
of an  act,  other  than an act  taken  in good  faith  within  the
course  and  scope of  Executive's  employment,  which is  directly
detrimental  to the  Company  and  exposes  the Company to material
liability.

7.    Release.  Each  Executive may take at least  forty-five  (45)
days,  after  receipt  of the  Release,  to  consider  and/or  seek
consultation  about the Release.  Each  Executive  shall have seven
(7) days  following  the  execution  and delivery of the Release to
revoke  his  execution  and  delivery  of the  Release.  No benefit
shall  be  paid  pursuant  to  Section   3(a)(i)  until  after  the
expiration  of the  seven  (7) day  period  for  revocation  of the
Release.

8.    Non-Exclusivity  of  Rights.  Nothing in this  Program  shall
prevent or limit  Executive's  continuing  or future  participation
in  any  benefit,   bonus,   incentive  or  other  plan,   program,
arrangement  or  policy  provided  by  the  Company  or  any of its
subsidiaries (other than any severance,  termination,  reduction in
force,  or change in control plan,  program,  policy,  or agreement
provided  by the  Company  or any of its  affiliates  and for which
Executive  and/or  Executive's   family  may  qualify,   nor  shall
anything   herein  limit  or   otherwise   affect  such  rights  as
Executive and/or  Executive's  family may have under any agreements
with the  Company  or any of its  subsidiaries.  Amounts  which are
vested benefits or which  Executive  and/or  Executive's  family is
otherwise   entitled   to   receive   under  any   plan,   program,
arrangement,  or policy of the  Company or any of its  subsidiaries
shall  be  payable   in   accordance   with  such  plan,   program,
arrangement or policy.

                                      -9-
<PAGE>

9.    Full  Settlement.   The  Company's  obligation  to  make  the
payments  provided  for in this  Program and  otherwise  to perform
its  obligations  hereunder  shall not be affected by any  set-off,
counterclaim,  recoupment,  defense or other claim, right or action
which the  Company  may have  against  Executive  or others.  In no
event shall  Executive  be obligated  to seek other  employment  or
take any other action by way of mitigation  of the amounts  payable
to Executive under any of the provisions of this Program.

10.   Program Administration.

(a)   This  Program  shall be  administered  by the  Company or its
      designee  ("Administrator")  as shall be designated from time
      to time. The Administrator  shall be the  "administrator"  of
      this  Program and a "named  fiduciary"  within the meaning of
      such terms used in the Employee  Retirement  Income  Security
      Act of 1974 ("ERISA").

(b)   The  Administrator  may  authorize one or more of its members
      or any agent to  execute or deliver  any  instrument  or make
      any payment in their  behalf,  and may employ  such  clerical
      personnel as they may require in carrying out the  provisions
      of this Program.

(c)   The  Administrator  shall hold meetings upon such notice,  at
      such  place or  places,  and at such  time or times as it may
      from   time   to   time   determine.   A   majority   of  the
      Administrator  may act by  meeting  (whether  in person or by
      telephone) or by writing executed without a meeting.

(d)   The  Administrator  shall  have  the duty  and  authority  to
      interpret   and  construe  this  Program  in  regard  to  all
      questions  of  eligibility,  the  status  and  rights  of any
      person under this  Program,  and the manner,  time and amount
      of payment of any benefits  under this Program.  The decision
      of the  Administrator  upon all  matters  within the scope of
      its  authority   shall  be  conclusive  and  binding  on  all
      parties, subject, however, to the provisions of Section 11.

(e)   Subject  to  the   limitations   of  this   Section  10,  the
      Administrator  may  adopt  such  rules and  procedures  as it
      deems  desirable for the  administration  of this Program and
      the  transaction  of its  business,  provided that such rules
      and  procedures  shall be consistent  with the  provisions of
      ERISA.

(f)   The  Administrator  shall be responsible  for the preparation
      and  delivery of all reports,  notices,  plan  summaries  and
      plan descriptions  required to be filed with any governmental
      office or to be given to any employee or  beneficiary  of any
      employee covered by this Program.

(g)   Upon request of the Administrator,  the Company or any of its
      subsidiaries   shall   furnish   such   information   in  its
      possession as will aid the  Administrator  in the performance
      of its duties hereunder.

(h)   The Administrator  shall discharge its duties with respect to
      this Program (i) solely in the  interest of persons  eligible
      to  receive  benefits  under  this  Program,   (ii)  for  the
      exclusive  purpose of providing  benefits to persons eligible
      to receive  benefits  under  this  Program  and of  defraying
      reasonable  expenses of administering  this Program and (iii)
      with the  care,  skill,  prudence,  and  diligence  under the
      circumstances  then prevailing that a prudent man acting in a
      like  capacity  and familiar  with such matters  would use in
      the conduct of an  enterprise  of a like  character  and with
      like aims.

                                      -10-
<PAGE>

11.   Claims Procedure.

(a)   If  any  person  eligible  to  receive  benefits  under  this
      Program  or any person  claiming  to be  eligible  to receive
      benefits  under  this  Program  believes  he is  entitled  to
      benefits  in  an  amount  greater  than  those  which  he  is
      receiving  or has  received,  he may  file a claim  with  the
      Administrator.  Such a claim  shall be in  writing  and state
      the nature of the claim,  the facts supporting the claim, the
      amount claimed, and the address of the claimant.

(b)   The  Administrator  shall review the claim and,  within sixty
      (60) days after receipt of the claim,  give written notice by
      registered or certified  mail to the claimant of the decision
      with  respect to the claim.  Such notice  shall be written in
      a manner  calculated to be understood by the claimant and, if
      the  claim is  wholly  or  partially  denied,  set  forth the
      specific  reason(s)  for the denial,  specific  references to
      pertinent Program  provisions on which the denial is based, 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,  and an explanation of the claim review  procedure
      under this Program.

(c)   In the event of a benefit  claim denial,  whether  partial or
      otherwise,  the  Administrator and the person whose claim has
      been  denied  shall  jointly  appoint a person  who is not an
      Administrator  to  serve  as  Claim  Reviewer.  The  claimant
      shall  have  sixty  (60)  days  after  the day on which  such
      written  notice of denial is  delivered  to him or her by the
      Administrator,  in which to apply (in person or by authorized
      representative)  in writing to the Claim  Reviewer for a full
      and  fair  review  of the  denial  of his  or her  claim.  In
      connection  with such  review,  the  claimant  (or his or her
      representative)  shall be afforded a  reasonable  opportunity
      to review  pertinent  documents,  and may  submit  issues and
      comments  in  writing to the Claim  Reviewer  within the same
      sixty (60) day period.  The Claim  Reviewer  shall arrange to
      meet  personally  with  the  claimant  and/or  representative
      within  thirty (30) days after the Claim  Reviewer's  receipt
      of  such  written  request  for  review  for the  purpose  of
      hearing  the  claimant's   contentions   and  receiving  such
      relevant evidence as the claimant may wish to offer.

(d)   The Claim  Reviewer shall issue his or her decision on review
      within sixty (60) days after receipt of such written  request
      for  review,  unless  in the  sole  discretion  of the  Claim
      Reviewer  special  circumstances  require an extension to not
      later than one  hundred  twenty  (120) days after  receipt of
      such  request  for  review.   The  claimant  shall  be  given
      written notice of the resulting final  decision.  Such notice
      shall  set  forth  specific  reasons  for  the  decision  and
      specific  references to pertinent Program provisions on which
      the  decision  is  based  and  shall be  written  in a manner
      calculated to be understood by the claimant.

                                      -11-
<PAGE>

12.   Notice to Persons  Eligible  to Receive  Benefits  Under this
Program.   All  notices,   reports  and  statements  given,   made,
delivered  or  transmitted  to  any  person   eligible  to  receive
benefits under this Program or to any person  claiming  eligibility
under this  Program  shall be deemed to have been duly given,  made
or  transmitted  when  mailed  by first  class  mail  with  postage
prepaid and  addressed  to such person at his address as last known
to the  Administrator.  Any  person  may  record  any change of his
address  from  time  to time  by  written  notice  filed  with  the
Administrator.

13.   Records.  The  Administrator  shall  keep or cause to be kept
all books of account,  records  and other data as may be  necessary
or  advisable  in its  judgment  for  the  administration  of  this
Program.

14.   Employment of Professional  Assistance.  The Administrator is
empowered,  on  behalf  of this  Program,  to  engage  accountants,
legal  counsel and such other  personnel  as it deems  necessary or
advisable  to  assist it in the  performance  of its  duties  under
this  Program.  The  functions of any such  persons  engaged by the
Administrator  shall  be  limited  to  the  specific  services  and
duties for which they are engaged,  and such persons  shall have no
other duties,  obligation or  responsibilities  under this Program.
Such  persons  shall   exercise  no   discretionary   authority  or
discretionary  control  respecting  the management of this Program.
All reasonable expenses thereof shall be borne by the Company.

15.   Indemnification  of  Members  of  the  Administrator.  To the
fullest  extent  permitted by law, the Company  hereby  indemnifies
and  agrees  to  hold  harmless  the   Administrator   against  any
personal  liability  or expense  incurred by him as a result of any
act or omission in his  capacity  as an  Administrator,  except for
his or her own gross negligence or willful misconduct.

16.   Controlling   Law.   This  Program  shall  be  construed  and
enforced  according to the  internal  laws of the State of Delaware
to the extent not preempted by Federal law,  which shall  otherwise
control.

17.   Amendments;  Termination.  The Company  reserves the right to
amend,  modify,  suspend  or  terminate  the  Program  at any time;
provided  that  no  such  amendment,  modification,  suspension  or
termination  after the  occurrence  of a Change in Control that has
the effect of reducing  or  diminishing  the right of any  Employee
shall be  effective  without the written  consent of the  Employee,
and no  amendment  or  modification  prior to the  occurrence  of a
Change  in  Control  shall  increase  or  augment  the right of any
Employee  (provided  that any such  amendment or  modification  may
occur after the  termination of that certain  Agreement and Plan of
Merger by and among Anadarko Petroleum  Corporation,  Belair Merger
Corp.   and  Howell   Corporation   dated   September   29,  2002).
Notwithstanding  the  foregoing,  this Program  shall  terminate on
the third anniversary of the Change in Control.

                                      -12-
<PAGE>

18.   Assignability.  This  Program  shall  inure to the benefit of
and be binding  upon the Company and its  successors  and  assigns.
The Company shall require any  corporation,  entity,  individual or
other person who is the  successor  (whether  direct or indirect by
purchase,  merger,  consolidation,  reorganization or otherwise) to
all  or  substantially  all  the  business  and/or  assets  of  the
Company  to  expressly  assume and agree to  perform,  by a written
agreement  in form and in  substance  satisfactory  to the Company,
all of the  obligations  of the  Company  under  this  Program.  As
used in this  Program,  the term  "Company"  shall mean the Company
as  hereinbefore  defined and any successor to its business  and/or
assets as  aforesaid  which  assumes  and  agrees to  perform  this
Program by operation of law, written agreement or otherwise.

19.   Non-Assignability.  It is a condition  of this  Program,  and
all rights of each person  eligible to receive  benefits under this
Program shall be subject  hereto,  that no right or interest of any
such person in this Program  shall be  assignable  or  transferable
in whole or in part,  except by  operation of law,  including,  but
not by way of  limitation,  lawful  execution,  levy,  garnishment,
attachment,   pledge,   bankruptcy,   alimony,   child  support  or
qualified domestic relations order.

20.   Withholding.   The  Company  may  withhold  from  any  amount
payable  or  benefit  provided  under this  Program  such  Federal,
state,  local,  foreign  and  other  taxes  as are  required  to be
withheld pursuant to any applicable law or regulation.

21.   Limitation of Rights.  A person eligible to receive  benefits
under  this  Program  shall  have the  right  only to the  benefits
described  in this  Program  on the  terms  and  conditions  herein
provided.

22.   Gender and Plurals.  Wherever used in this Program  document,
words in the masculine  gender shall include  masculine or feminine
gender,  and, unless the context otherwise  requires,  words in the
singular  shall  include the plural,  and words in the plural shall
include the singular.

23.   Plan  Controls.  In the  event of any  inconsistency  between
this Program  document and any other  communication  regarding this
Program, this Program document controls.

24.   Plan  Year.  The plan  year  shall  end on each  December  31
hereafter until the Program is terminated.

25.   Administration.

           (a)  Plan Name:  Howell  Corporation  Severance  Program
                for Executives.

           (b)  Plan Sponsor:  Howell Corporation.

           (c)  Employer I.D.:  741223027

           (d)  Type of Plan:  Welfare Benefit Plan.

           (e)  Plan Year:  As set forth in Section 23.

           (f)  Funding  Medium:  Program  benefits  are paid  from
                the general assets of the Company.

           (g)  Agent for Service of Legal Process:

                          Howell Corporation
                          1500 Howell Building
                          Houston, Texas  77002-6923
                          Attention:  Human Resource Department

                                      -13-
<PAGE>

26.   Pension Benefit Guaranty  Corporation.  Benefits  provided by
this  Program  are NOT  insured  by the  Pension  Benefit  Guaranty
Corporation   under  Title  IV  of  ERISA   because  the  insurance
provisions under ERISA are not applicable to this Program.

27.   ERISA  Rights.  Participants  in this Program are entitled to
certain  rights  and  protections   under  ERISA.  In  addition  to
creating  rights for Program  participants,  ERISA  imposes  duties
upon the  people  who are  responsible  for the  operation  of this
Program.   The   people   who   operate   this   Program,    called
"fiduciaries"  of this Program,  have a duty to do so prudently and
in the  interest of the  Program  participants  and  beneficiaries.
No one,  including a participant's  employer or union, or any other
person,  may fire a participant or otherwise  discriminate  against
him or her in any way to prevent the  participant  from obtaining a
welfare benefit or exercising his or her rights under ERISA.

      If a  participant's  claim for a welfare benefit is denied or
ignored,  in whole or in part, the  participant has a right to know
why this was done,  to obtain  copies of documents  relating to the
decision  without  charge,  and to appeal  any  denial,  all within
certain time schedules.

      Under  ERISA,  there  are  steps a  participant  can  take to
enforce  the  above  rights.  If a  participant  has  a  claim  for
benefits  which is  denied  or  ignored,  in whole or in part,  the
participant  may  file  suit in a state  or  Federal  court.  If it
should  happen  that  Program   fiduciaries  misuse  the  Program's
money, or if a participant is  discriminated  against for asserting
his or her rights,  the  participant  may seek  assistance from the
U.S.  Department  of Labor,  or may file  suit in a Federal  court.
The court will  decide who should pay court  costs and legal  fees.
If the  participant is  successful,  the court may order the person
he  or  she  has  sued  to  pay  these  costs  and  fees.   If  the
participant  loses,  the  court  may  order him or her to pay these
costs and fees, for example, if it finds the claim is frivolous.

           If a participant  has any questions  about this Program,
he or she should  contact the Program  Administrator.  If there are
any  questions  about  this  statement  or  about  a  participant's
rights  under  ERISA,  or  if a  participant  needs  assistance  in
obtaining   documents   from   the   Program   Administrator,   the
participant  should  contact the nearest  office of the Pension and
Welfare Benefits  Administration,  U.S. Department of Labor, listed
in  the   telephone   directory   or  the   Division  of  Technical
Assistance   and   Inquiries,    Pension   and   Welfare   Benefits
Administration,  U.S.  Department of Labor, 200 Constitution Avenue
N.W.,   Washington,   D.C.  20210.  One  may  also  obtain  certain
publications  about his or her  rights and  responsibilities  under
ERISA by  calling  the  publications  hotline  of the  Pension  and
Welfare Benefits Administration.


      Adopted and approved by the Board on September 28, 2002.

                                    HOWELL CORPORATION




                                    Richard K. Hebert
                                    President and Chief Executive
Officer

                                      -14-

<PAGE>


                        Howell Corporation
                 Severance Program for Executives



                            Exhibit "A"


                                                    Location
                                                      of
Executive Name                 Position         Place of Employment


                                      -15-