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                                                                    EXHIBIT 10.1

                        GOODRICH PETROLEUM CORPORATION

                            1995 STOCK OPTION PLAN

                                  I.  PURPOSE

    The purpose of the GOODRICH PETROLEUM CORPORATION 1995 STOCK OPTION
PLAN (the "PLAN") is to provide a means through which GOODRICH PETROLEUM
CORPORATION, a Delaware corporation (the "COMPANY"), and its subsidiaries may
attract able persons to enter the employ of the Company and provide consulting
services to the Company and to provide a means whereby those key employees and
consultants 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 and continue to provide consulting
services.  A further purpose of the Plan is to provide such key employees and
consultants 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 or consultant 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 50% 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 stockholders of the Company in any such merger, consolidation,
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reorganization, sale of assets or dissolution transaction, (ii) the price per
share offered to stockholders 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 which Awards are exercisable, as
determined by the Committee.  In the event that the consideration offered to
stockholders 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 group of Directors 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 Goodrich Petroleum Corporation.

    (h)     A "consultant" means any person who is designated, compensated, or
otherwise classified or treated by the Company as an independent contractor.

    (i)     "Director" means an individual elected to the Board by the
stockholders 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.

    (j)     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).

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

    (l)     "Fair Market Value" means, as of any specified date, the mean
of high and low sales prices of the Stock reported on the New York Stock
Exchange Composite Tape on that date, or if no such price are reported on that
date, on the last preceding date on which such prices of the Stock are 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.

    (m)     "Holder" means an employee or consultant who has been granted
an Award.


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

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

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

    (q)     "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.

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

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

    (t)     "Phantom Stock Award Agreement" means a written agreement between
the Company and a Holder with respect to a Phantom Stock Award.

    (u)     "Plan" means the Goodrich Petroleum Corporation 1995 Stock Option
Plan, as amended from time to time.

    (v)     "Restricted Stock Agreement" means a written agreement between the
Company and a Holder with respect to a Restricted Stock Award.

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

    (x)     "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.

    (y)     "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.

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

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

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


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                 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 stockholders of the Company within twelve
months thereafter and on or prior to the date of the first annual meeting of
stockholders 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.

    (b)     Powers.  Subject to the provisions of the Plan, the Committee
shall have sole authority, in its discretion, to determine which employees and
consultants 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 and consultants, 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.


               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 or consultants determined by it to
be eligible for participation in the Plan in accordance with the provisions of
Paragraph VI. Subject to Paragraph XII, the


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aggregate number of shares of Stock that may be issued under the Plan shall not
exceed 3,000,000 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 or
consultant during any calendar year is 500,000 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.

    (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 other than Incentive Stock Options may be granted only to persons
who, at the time of grant, are key employees or consultants. Incentive Stock
Options may be granted only to persons who, at the time of the grant, are key
employees. Further, awards may not be granted to any Director who is not an
employee or a consultant. 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.


                              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


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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.

    (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.


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    (f)     Stockholder Rights and Privileges.  The Holder shall be entitled
to all the privileges and rights of a stockholder 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.

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


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    (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 stockholder 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 or consultant contingent upon future performance of the employee
or consultant, 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 or consultant'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.


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    (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.

    (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 or consultant'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.


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    (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.


                   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



                                     -11-
<PAGE>

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 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 stockholders 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 stockholder 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.


                                     -12-
<PAGE>

                 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 stockholders, amend the Plan:

    (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 or consultants eligible to receive
Awards or materially increase the benefits accruing to employees and consultants
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 or consultant 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, (ii) interfere in any way with
the right of the Company or any subsidiary to terminate his or her employment at
any time, or (iii) eliminate or limit in any way the right of


                                     -13-
<PAGE>

the Company or any subsidiary to terminate the service of any consultant
pursuant to the terms of such consultant's contract with the Company.

    (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.

    (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,
consultant, 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.



                                     -14-