Exhibit
10.53








MAXXAM
1994 OMNIBUS EMPLOYEE INCENTIVE PLAN








Contents
of MAXXAM 1994 Employee Incentive Plan





Section
1.               Establishment,
Purpose, and Legal Compliance





1.1           Establishment


1.2           Purpose


1.3           Compliance
Intention





Section
2.               Definitions





2.1           Definitions
of Certain Terms





Section
3.               Eligibility





3.1           Eligibility
for Awards


3.2           No
Right to Participate





Section
4.               Administration





4.1           Administration


4.2           Committee
Membership


4.3           Non-Uniform
Determinations


4.4           Authority
to Direct Issuance of Stock


4.5           Evidence
of Committee Action





Section
5.               Stock
Subject to Plan; Types and Nature of Awards





5.1           Maximum
Grant Limitations


5.2           Minimum
Pricing


5.3           Lapsed
Awards


5.4           Adjustment
in Capitalization


5.5           Types
of Awards Under Plan


5.6           Evidence
of Awards


5.7           Nature
of Payments


5.8           Other
Payments or Awards





Section
6.               Effective
Date and Plan Life





6.1           Effective
Date


6.2           Plan
Life





Section
7.               Stock
Options





7.1           Grant
of Options


7.2           Option
Price


7.3           Duration
of Options


7.4           Exercise
of Options


7.5           Payment


7.6           Restrictions
on Stock Transferability


7.7           Termination
of Employment





Section
8.               Stock
Appreciation Rights





8.1           Grant
of Stock Appreciation Rights


8.2           Value
of SARs


8.3           Effect
of Exercise


8.4           Exercise
of SARs


8.5           Limit
on Appreciation


8.6           Rule
16b-3 Requirements


8.7           Termination
of Employment





Section
9.               Performance
Units and Performance Shares





9.1           Grant
of Performance Units or Performance Shares


9.2           Value
of Performance Units and Performance Shares


9.3           Form
and Timing of Payment


9.4           Termination
of Employment





Section
10.             Restricted
Stock





10.1         Grant
of Restricted Stock


10.2         Transferability


10.3         Other
Restrictions


10.4         Rights
of Grantee


10.5         Termination
of Employment





Section
11.             Unrestricted
Stock





11.1         Grant
of Unrestricted Stock





Section
12.             Beneficiary
Designation





12.1         Beneficiary
Designation





Section
13.             Rights
of Employees





13.1         Employment





Section
14.             Amendment,
Modification, and Termination of Plan





14.1         Amendment,
Modification, and Termination of Plan


14.2         Amendment
of Plan Agreements


14.3         Rights
of Grantees





Section
15.             Tax
Withholding





15.1         Tax
Withholding





Section
16.             Required
Notifications by Grantee





16.1         Notification
by Grantee of Election Under Section 83(b) of the Code


16.2         Notification
by Grantee Upon Disqualifying Disposition Prior to Expiration of Holding Periods
Under Section 421(b) of the Code





Section
17.             Indemnification





17.1         Indemnification





Section
18.             Nonassignability





18.1         Nonassignability





Section
19.             Requirements
of Law; Consents





19.1         Requirements
of Law


19.2         Consents
to Plan Actions


19.3         Nature
of Consents


19.4         Governing
Law











MAXXAM
1994 OMNIBUS EMPLOYEE INCENTIVE PLAN





Section
1.               Establishment,
Purpose, and Legal Compliance.


1.1           Establishment.  MAXXAM
Inc., a Delaware corporation (the "Company"), hereby establishes the "MAXXAM
1994 OMNIBUS EMPLOYEE INCENTIVE PLAN" (the "Plan").  The Plan permits
the grant of certain rights in respect of or measured by the value of the Stock
of the Company, including stock options, stock appreciation rights, performance
units, performance shares, restricted stock, or unrestricted stock, to certain
officers and selected key employees of the Company and its
subsidiaries.
 
 1.2           Purpose.  The
purpose of the Plan is to advance the interests of the Company, by encouraging
and providing for the acquisition of equity interests (or rights measured by the
market value of the equity) in the success of the Company by key employees, by
providing additional incentives and motivation toward enhancing the long-term
performance of the Company, and by enabling the Company to attract and retain
the services of key employees upon whose judgment, interest, skills and special
efforts the successful conduct of its operations is largely
dependent.
 
 1.3           Compliance
Intention.  In formulating and adopting the Plan, in submitting it for
approval of the stockholders of the Company and in the administration of the
Plan, it is the intention of the Board of Directors of the Company that the Plan
comply with the provisions of Rule 16b-3 promulgated under the Securities
Exchange Act of 1934 (hereafter "Rule 16b-3") as it may apply to any Grantee,
and that certain Awards may be structured so that they comply with Section
162(m) of the Internal Revenue Code of 1986, as amended (the
"Code").  It is also the intention of the Board that grants identified
as "Incentive Stock Options" shall qualify for treatment as "incentive stock
options" under the provisions of Section 422 of the Code.
  Section
2.               Definitions.
 
 2.1           Definitions
of Certain Terms.  Whenever used herein, the following terms shall
have the respective meanings set forth below unless the context clearly requires
otherwise:


(a)           "Award"
means any Option, Stock Appreciation Right, Performance Unit, Performance Share,
Restricted Stock, or Unrestricted Stock granted under this Plan.  An
Award may also be called a "Grant."





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





(c)           "Code"
means the Internal Revenue Code of 1986, as amended.





(d)           "Committee"
means the Compensation Committee, or designated subcommittee thereof, of the
Board, from time to time serving.





(e)           "Common
Stock" means the Common Stock, par value $0.50 per share, of the
Company.








(f)           
"Company" means MAXXAM Inc., a Delaware corporation.





(g)           "Disability"
means disability as defined in the Company's pension plan for salaried
employees.





(h)           "Employee"
means a regular full time salaried employee (including an officer or director
who is also an employee other than a director who serves on the Committee) of
the Company or a subsidiary (other than Kaiser Aluminum Corporation and its
subsidiaries).





(i)           
"Fair Market Value" means the closing price of the Common Stock or Preferred
Stock, as the case may be, as reported by the American Stock Exchange on a
particular date.  In the event that there are no transactions in such
Stock on such date, the Fair Market Value shall be determined as of the
immediately preceding date on which there were such transactions, provided that
such date is not more than ten (10) business days preceding the applicable
date.  If there were no such transactions within such period, the Fair
Market Value shall be determined by the Committee.





(j)           
"Grant" shall have the same meaning as "Award."





(k)           "Grantee"
means an individual who holds an Award that has not expired or been exercised or
cancelled.





(l)           
"Option" means the right to purchase Stock at a stated price for a specified
period of time. For purposes of the Plan an Option may be either (i) an
"incentive stock option" within the meaning of Section 422 of the Code (herein
called an "Incentive Stock Option") or (ii) a nonstatutory or non-qualified
stock option.





(m)          "Participant"
shall have the same meaning as "Grantee."





(n)           "Performance
Unit" means a right to receive a payment related to the performance of the
Company, as determined by the Committee.





(o)           "Performance
Share" means a right, related to the performance of the Company, to receive a
payment equal to the value of a share of Stock, as determined by the
Committee.





(p)           "Period
of Restriction" means the period during which shares of Restricted Stock are
restricted pursuant to Section 10.2 or 10.3 of the Plan.





(q)           "Restricted
Stock" means Stock granted to a Participant pursuant to Section 10.1 of the
Plan.





(r)           
"Retirement" (including "Early Retirement" and "Normal Retirement") means
termination of employment for retirement under the terms of the Company's
pension plan for salaried employees.





(s)           "Rule
16b-3" means the rule thus designated as promulgated under the Securities
Exchange Act of 1934.





(t)           
"Stock" means the capital stock of the Company, consisting of the Common Stock
and Class A $.05 Non Cumulative Participating Convertible Preferred Stock
("Preferred Stock"), of which there were at December 31, 1993 28,000,000 and
12,500,000 shares authorized and approximately 8,698,464 and 678,239 shares
outstanding, respectively.





(u)           "Stock
Appreciation Right" and "SAR" mean the right to receive a payment in respect of
the appreciation on a stated number of shares of Stock, as more fully set forth
in Section 8.





(v)           "Unrestricted
Stock" means Common Stock sold or granted to a Participant which, although its
resale may be subject to legal restrictions or reporting requirements, is free
of any legend on its face and is not subject to transfer restrictions imposed by
the Company.





Section
3.               Eligibility.





3.1           Eligibility
for Awards.  Grants or Awards under the Plan may be made to such
Employees (including directors who are Employees, other than Committee members)
as may be selected by the Committee in its sole discretion, including but not
limited to, from among those Employees who may be from time to time recommended
for an Award by the Chief Executive Officer of the Company.





3.2           No
Right to Participate.  No Employee, regardless of position or
responsibility, shall have any entitlement or right to cause any Award or Grant
under this Plan to be made to such Employee.  The making of an Award
or Grant to an Employee under this Plan shall not entitle such Employee to any
subsequent or additional Award or Grant.  No member of the Committee
shall be eligible for participation in the Plan.





Section
4.               Administration.





4.1           Administration.  The
Committee shall be responsible for the administration of the Plan. The
Committee, by majority action thereof, is authorized to interpret the Plan, to
prescribe, amend, and rescind rules and regulations relating to the Plan, to
provide for conditions and assurances deemed necessary or advisable to protect
the interests of the Company, and to make all other determinations necessary or
advisable for the administration of the Plan, but only to the extent not
contrary to the express provisions of the Plan (except that the Committee may
correct any defect, supply any omission and reconcile any inconsistency in the
Plan).  Determinations, interpretations, or other actions made or
taken by the Committee pursuant to the provisions of the Plan shall be final and
binding and conclusive for all purposes and upon all persons
whomsoever.  The Board, from which the Committee derives its authority
hereunder, may act as to any matter concerning the Plan, in the place of the
Committee at any time.





4.2           Committee
Membership.  The Committee shall consist of at least three members of
the Board (or such smaller number as may be permitted under Rule 16b-3)
appointed by and serving at the pleasure of the Board.  To the extent
necessary for compliance with Rule 16b-3, members of the Committee shall be
"disinterested" within the meaning thereof.  To the extent necessary
for compliance with section 162(m)(4)(C) of the Code, members of the Committee
shall be "outside directors" within the meaning thereof.





4.3           Non-Uniform
Determinations.  The Committee's determinations under the Plan need
not be uniform and may be made by it selectively among persons who receive, or
are eligible to receive, Awards under the Plan (whether or not such persons are
similarly situated).  Without limiting the generality of the
foregoing, the Committee shall be entitled, among other things, to make
non-uniform and selective determinations, and to enter into non-uniform and
selective
Plan agreements, as to (a) the persons to receive Awards under the Plan or (b)
the terms and provisions of Awards under the Plan.










4.4           Authority
to Direct Issuance of Stock.  By their adoption of this Plan, the
Board does authorize and direct the Committee to issue the Stock pursuant to the
terms of such Grants and Awards as may be made under this Plan.





4.5           Evidence
of Committee Action.  Any action of the Committee may be taken by a
writing signed by a majority of the Committee members.  Any such
written action shall be as effective as if taken at a meeting of the Committee
by resolution duly adopted upon a vote of the Committee.





Section
5.               Stock
Subject to Plan; Types and Nature of Awards.





5.1           Maximum
Grant Limitations.  The total number of shares of Stock subject to
issuance in respect of Awards under the Plan may not exceed 1,000,000 shares of
Common Stock and 1,000,000 shares of Preferred Stock subject to adjustment upon
occurrence of any of the events indicated in Section 5.4.  Of this
total number of shares, up to an aggregate of 500,000 shares of each class may
be subject to issuance in connection with exercise of Incentive Stock
Options.  The shares to be delivered under the Plan may consist, in
whole or in part, of shares reserved for issuance under this Plan or authorized
but unissued shares not reserved for any other purpose or stock acquired by the
Company for purposes of the Plan.





The maximum number of shares of each
class of Stock for which Options or Stock Appreciation Rights may be granted
under this Plan to any one Participant during any three-year period is 300,000,
subject to adjustments in accordance with the provisions of Section 5.4
hereof.





5.2           Minimum
Pricing.  No Award or Grant of any Option, SAR, share, unit, or other
rights made pursuant to this Plan may establish a price for the Stock (including
but not limited to an Option exercise price, a SAR appreciation base, or a
valuation of the Stock for payout purposes) which is less than the par value of
the Stock.





5.3           Lapsed
Awards.  Subject to the provisions of Section 5.1 above, if any Award
granted under the Plan terminates, expires or lapses for any reason, any shares
subject to such Award again shall be available for the grant of an
Award.





5.4           Adjustment
in Capitalization.  In the event of any change in the outstanding
shares of Stock that occurs after ratification of the Plan by the stockholders
of the Company by reason of a Stock dividend or split, recapitalization, merger,
consolidation, combination, exchange of shares, or other similar corporate
change, the number of shares of Stock available for issuance hereunder in the
aggregate and subject to each outstanding Award, the individual maximum set
forth in Section 5.1, and the exercise or base price of each outstanding Award,
shall be equitably adjusted (provided, however, that fractional shares shall be
rounded to the nearest whole share) by the Committee as appropriate to reflect
such changed capitalization.  The Committee's determination shall be
conclusive.  In the event of any such adjustment in capitalization,
the number and type of shares of Restricted Stock or Unrestricted Stock subject
to Grants then outstanding under the Plan shall be subject to the same changes
and adjustments, if any, as affect other holders of the Company's
Stock.





5.5           Types
of Awards Under Plan.  Awards may be made under the Plan in the form
of (a) Incentive Stock Options, (b) nonstatutory or nonqualified Stock Options,
(c) Stock Appreciation Rights or SARs, (d) Performance Units or Performance
Shares, (e) Restricted Stock and (f) Unrestricted Stock.





5.6           Evidence
of Awards.  Each Award or Grant made under the Plan shall be evidenced
by a writing ("Plan Agreement") in the form of an agreement with the Grantee
which shall set forth the number of shares of Stock subject to the Award, the
restrictions, vesting rate or schedule, exercise or base price, and such other
conditions or terms of the Award as the Committee may in its sole discretion
deem necessary or desirable.  By acceptance of an Award, the Grantee
thereby agrees to such terms and conditions and to the terms of this Plan
thereto pertaining.





5.7           Nature
of Payments.  Any and all Grants or Awards and issuances of shares of
Stock under the Plan shall be in consideration of services performed for the
Company by the Grantee.  All such Grants and issuances shall
constitute a special incentive payment to the Grantee and shall not be taken
into account in computing the amount of salary or compensation of the Grantee
for the purpose of determining any benefits under any pension, retirement,
supplemental retirement, bonus, life insurance or other benefit plan of the
Company or under any agreement between the Company and the Grantee, unless such
plan or agreement specifically provides otherwise.





5.8           Other
Payments or Awards.  Nothing contained in the Plan shall be deemed in
any way to limit or restrict the Company from making any award or payment to any
person under any other plan, arrangement or understanding, whether now existing
or hereafter in effect.





Section
6.               Effective
Date and Plan Life.





6.1           Effective
Date and Effectiveness of Initial Grants.  The Plan was adopted by the
Board as of March 30, 1994, subject to approval by the Company's
stockholders.  All Awards made under the Plan prior to such approval
are subject in their entirety to such approval.  If stockholder
approval is not obtained within one year from adoption by the Board, the Plan
shall terminate on such date and no Awards shall be deemed to have been made
under the Plan.  In such event, to the extent provided in the
applicable Plan Agreement an award may be deemed to have been made as an ad hoc
grant by the Board.





6.2           Plan
Life.  The Plan shall remain in effect, subject to the right of the
Board to earlier terminate the Plan pursuant to Section 15 hereof, until
December 31, 2003,  and no Grant or Award hereunder may thereafter be
made.  Notwithstanding the termination of the Plan, all Awards made
under the Plan prior to its termination shall remain in effect until such Awards
shall have been exercised, satisfied or terminated in accordance with the terms
and provisions of the Plan and the terms of such Awards as set forth in the
applicable Plan Agreements evidencing the Awards.





Section
7.               Stock
Options.





7.1           Grant
of Options.  Options may be granted to Participants at any time and
from time to time as shall be determined by the Committee.  The
Committee shall have complete discretion in determining the number of Options
granted to any Participant and the terms thereof, subject to the provisions of
the Plan.  The Committee may grant any type of Option to purchase
Stock that is
permitted by law at the time of grant.  However, no Incentive Stock
Options shall be granted to any person who owns, directly or indirectly, Stock
possessing more than ten percent (10%) of the total combined voting power of all
classes of stock of the Company except as provided in Section 422(c)(5) of the
Code.  To the extent that the aggregate Fair Market Value (determined
as of the time the Option is granted) of the stock with respect to which
Incentive Stock Options are first exercisable by any Employee during any
calendar year shall exceed $100,000, or such higher amount as may be permitted
from time to time under section 422 of the Code, such options shall be treated
as nonqualified stock options.  Nothing in this Section 7 of the Plan
shall be deemed to prevent the Grant of nonstatutory or non-qualified stock
options in amounts which exceed the maximum established by Section 422 of the
Code.









7.2           Option
Price.  No Incentive Stock Option shall be granted pursuant to the
Plan at an option price that is less than the Fair Market Value of the Stock on
the date the Incentive Stock Option is granted.





7.3           Duration
of Options.  Each Option shall expire at such time as the Committee
shall determine at the time it is granted, provided, however, that no Incentive
Stock Option shall be exercisable later than ten years from the date of
grant.





7.4           Exercise
of Options.  Options granted under the Plan shall vest and become
exercisable at such times and be subject to such restrictions and conditions as
the Committee shall in each instance approve, which need not be the same for all
Participants.  However, no portion of any Option shall vest before the
first anniversary of the date of grant.  Each Option which is intended
to qualify as an Incentive Stock Option shall comply with the applicable
provisions of the Code pertaining to such Options.





7.5           Payment.  Any
written notice of exercise of an Option shall be accompanied by payment for the
shares being purchased.  Such payment shall be made:  (a) by
certified or official bank check (or the equivalent thereof acceptable to the
Company) for the full option exercise price; or (b) with the consent of the
Committee, by delivery of shares of Common Stock acquired at least six months
prior to the option exercise date and having a Fair Market Value (determined as
of the exercise date) equal to all or part of the Option exercise price and a
certified or official bank check (or the equivalent thereof acceptable to the
Company) for any  remaining portion of the full Option exercise price;
or (c) at the discretion of the Committee and to the extent permitted by law, by
such other provision, consistent with the terms of the Plan, as the Committee
may from time to time prescribe. Shares of Stock owned through employee benefit
plans of the Company may be used to make purchase payments if no adverse tax
consequences to either the Company or such plans would result. The proceeds from
payment of Option exercise prices shall be added to the general funds of the
Company and shall be used for general corporate purposes.





7.6           Restrictions
on Stock Transferability.  The Committee may impose such restrictions
on any shares of Stock acquired pursuant to the exercise of an Option under the
Plan as it shall deem advisable, which may be in addition to any such
restrictions required by law.





7.7           Termination
of Employment.  In the event the employment of a Participant is
terminated for cause, any Option held by such Participant shall terminate
immediately.  In the event employment terminates for any other
reason, the exercisability of any Option held by the Participant shall be
governed by the applicable Plan Agreement, subject to the Committee's authority
to amend such Agreement as set forth in Section 14.2.  If an Incentive
Stock Option is not exercised within the period prescribed in Section 422 of the
Code, it shall be treated and honored by the Company as a nonstatutory stock
option for the remainder of its allowable exercise period.










Section
8.               Stock
Appreciation Rights.





8.1           Grant
of Stock Appreciation Rights.  Stock Appreciation Rights ("SARs") may
be granted to Participants at any time and from time to time as shall be
determined by the Committee.  The Committee shall have complete
discretion in determining the number of SARs granted to any Participant and the
terms thereof, subject to the provisions of the Plan.





A SAR may be granted at the discretion
of the Committee either in connection with or independently of a grant of
Options, including in connection with previously awarded Options to which SARs
did not relate at the time of grant.





8.2           Value
of SARs.  The Grantee of a SAR shall have the right, subject to the
terms of the Plan and the applicable Plan Agreement, to  receive from
the Company an amount equal to (a) the excess of the Fair Market Value of a
share of Stock on the date of exercise of the SAR over (b) the Fair Market Value
of a share of Stock on the date of grant (or over the Option exercise price if
the Stock Appreciation Right is granted in connection with an Option),
multiplied by (c) the number of shares of Stock with respect to which the SAR is
exercised.  The Committee in its discretion shall determine whether
payment upon exercise of a SAR will be made in cash or Stock, or in a
combination thereof.





8.3           Effect
of Exercise.  Upon the exercise of a SAR granted in connection with an
Option, the number of shares subject to the Option shall be reduced by the
number of shares with respect to which the SAR is exercised.  Upon the
exercise of an Option in connection with which a SAR has been granted, the
number of shares subject to the SAR shall be reduced by the number of shares
with respect to which the Option is exercised.





8.4           Exercise
of SARs.  SARs granted in connection with Options may be exercised for
all or part of the shares of Stock subject to the related Option. The SAR may be
exercised only with respect to the shares of Stock for which its related Option
is then exercisable. Option shares with respect to which the SAR shall have been
exercised, shall not be deemed to have lapsed and may not be subject again to an
Award under this Plan.  SARs granted independent of Options may be
exercised upon whatever terms and conditions the Committee, in its sole
discretion, imposes upon each grant; provided, however, that no SAR may be
exercisable wholly or in part before the first anniversary of the date of
grant.





8.5           Limit
on Appreciation.  At the time of Grant, but not thereafter, the
Committee may establish in its sole discretion, a maximum amount per share which
will be payable upon exercise of a SAR.





8.6           Rule
16b-3 Requirements.  Notwithstanding any other provision of the Plan,
the Committee may impose such conditions on exercise of a SAR (including,
without limitation, by limiting the time of exercise to specified periods)
as may be required to satisfy any requirement, from time to time existing, of
Rule 16b-3 (or any successor rule).








8.7           Termination
of Employment.  In the event the employment of a Participant is
terminated for cause, any SAR held by such Participant shall terminate
immediately.  In the event employment terminates for any other reason
(including retirement), the exercisability of any SAR held by the Participant
shall be governed by the applicable Plan Agreement, subject to Section 8.4 and
to the Committee's authority to amend such Agreement as set forth in Section
14.2.





Section
9.               Performance
Units and Performance Shares.





9.1           Grant
of Performance Units or Performance Shares.  Performance Units or
Performance Shares may be granted to Participants at any time and from time to
time as shall be determined by the Committee.  The Committee shall
have complete discretion in determining the number of Performance Units or
Performance Shares granted to any Participant and the terms thereof, subject to
the provisions of the Plan.





9.2           Value
of Performance Units and Performance Shares.  Each Performance Unit
shall have such initial value, if any, as may be specified by the Committee at
the time the grant is made and each Performance Share initially shall represent
one share of Stock or such other unit or value provided by the Committee at the
time the Performance Share is awarded.  The Committee shall set
performance goals in its discretion which, depending on the extent to which they
are met, will determine the ultimate value of the Performance Unit or
Performance Share to the Participant.  The time period during which
the performance goals must be met shall be called a performance period, and also
is to be determined by the Committee.  After a performance period has
ended, the holder of a Performance Unit or Performance Share shall be entitled
to receive the value thereof as determined by the extent to which such
performance goals have been met.





9.3           Form
and Timing of Payment.  Payment pursuant to Section 9.2 shall be in
cash, Stock (restricted or unrestricted), or a combination thereof as determined
by the Committee.  Payment may be made in a lump sum or installments
as prescribed by the Committee at the time of grant.  If any payment
is to be made on a deferred basis, the Committee may provide for the accrual of
dividend equivalents or interest during the deferral period.





9.4           Termination
of Employment.  In the event the employment of a Participant is
terminated for cause, any Performance Unit or Performance Share held by such
Participant shall terminate immediately.  In the event employment
terminates for any other reason, the exercisability of any Performance Unit or
Performance Share held by the Participant shall be governed by the applicable
Plan Agreement, subject to the Committee's authority to amend such Agreement as
set forth in Section 14.2.





Section
10.             Restricted
Stock.





10.1         Grant
of Restricted Stock.  The Committee, at any time and from time to
time, may grant shares of Restricted Stock under the Plan to such Participants
and in such amounts as it shall determine.  The Committee shall have
complete discretion in determining the number of such shares granted to any
Participant and the terms of such Grant, subject to the provisions of the
Plan.  In the event that the shares granted are newly issued, the
Participant shall pay to the Company an amount no less than the par value
thereof.







10.2         Transferability.  The
shares of Restricted Stock granted hereunder may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated prior to the passage
of such period of time, or the satisfaction of such conditions, as may be
specified by the Committee in its sole discretion and set forth in the
applicable Plan Agreement.





10.3         Other
Restrictions.  The Committee may impose such other restrictions on any
shares of Restricted Stock granted pursuant to the Plan as it may deem advisable
including, without limitation, restrictions intended to comply with applicable
Federal or state securities law, and may legend the certificates representing
Restricted Stock to give appropriate notice of such
restrictions.  Unless the Committee shall otherwise determine, any
certificate evidencing shares of Restricted Stock shall be held by the Company
until such shares are free of all restrictions specified in the applicable Plan
Agreement.





10.4         Rights
of Grantee.  A Grantee of Restricted Stock shall have the rights of a
stockholder with respect thereto, subject to the nontransferability and
forfeiture provisions set forth in the applicable Plan Agreement; provided,
however, that any ordinary dividends which become payable during the Period of
Restriction shall be paid to the Company.





10.5         Termination
of Employment.  In the event the employment of a Participant is
terminated for cause, any shares of Restricted Stock held by such Participant
shall be forfeited and returned to the Company immediately.  In the
event employment terminates for any other reason, the vesting of shares of
Restricted Stock held by the Participant shall be governed by the applicable
Plan Agreement, subject to the Committee's authority to amend such Agreement as
set forth in Section 14.2.  Upon the forfeiture of any Restricted
Shares, the Company shall repay to the Participant any amount paid for such
shares.





Section
11.             Unrestricted
Stock.





11.1         Grant
of Unrestricted Stock.  The Committee may grant (either directly, as a
payout medium for other rights granted under the Plan or in exchange for other
rights relinquished by a Participant) shares of Stock free of restrictions under
the Plan, to such Participants and in such amounts as the Committee shall
determine in its sole discretion.  In the event that the shares
granted are newly issued, the Participant shall pay to the Company an amount no
less than the par value thereof.





Section
12.             Beneficiary
Designation.





12.1         Beneficiary
Designation.  Each Participant under the Plan may name, from time to
time, any beneficiary or beneficiaries (who may be named contingently or
successively) to whom any benefit under the Plan is to be paid in case of
his/her death before he/she receives any or all of such benefit. Each
designation will revoke all prior designations by the same Participant, shall be
in a form prescribed by the Committee, and will be effective only when filed by
the Participant in writing with the Company during his/her lifetime. In the
absence of any such designation, benefits remaining unpaid at the Participant's
death shall be paid to his/her estate.





Section
13.             Rights
of Employees.





13.1         Employment.  Nothing
in the Plan shall interfere with or limit in any way the right of the Company to
terminate any Participant's employment at any time, nor confer upon any
Participant any right to continue in the employ of the Company.





Section
14.             Amendment,
Modification, and Termination of Plan.





14.1         Amendment,
Modification, and Termination of Plan.  The Board at any time may
suspend, discontinue or terminate, and from time to time may amend, revise or
modify the Plan, provided, however, stockholder approval shall be required to
the extent necessary for compliance with Rule 16b-3 or with Section 162(m) or
422 of the Code.





14.2         Amendment
of Plan Agreements.  The Committee may amend any outstanding Plan
Agreement, including, without limitation, by amendment which would (a)
accelerate the time or times at which an Award becomes unrestricted or may be
exercised, or (b) waive or amend any goals, restrictions or conditions set forth
in the Agreement, or (c) extend the scheduled expiration date of the
Award.





14.3         Rights
of Grantees.  No amendment, revision, modification, suspension,
discontinuance or termination of the Plan shall in any manner adversely affect
any Award theretofore granted under the Plan, without the consent of the
Grantee.





Section
15.             Tax
Withholding.





15.1         Tax
Withholding.  The Company shall have the power to withhold, or require
a Participant to remit to the Company, an amount sufficient to satisfy Federal,
state, and local withholding tax requirements on any Award under the
Plan.  To the extent permissible under applicable tax, securities, and
other laws, the Committee may, in its sole discretion, permit the Participant to
satisfy a tax withholding requirement by directing the Company to apply shares
of Stock to which the Participant is entitled pursuant to an
Award.  The Committee may impose such conditions on such withholding
(including, without limitation, by limiting the time of exercise to specific
periods) as may be necessary to satisfy the requirements of Rule
16b-3.





Section
16.             Required
Notifications by Grantee.





16.1         Notification
by Grantee of Election Under Section 83(b) of the Code.  If any
Grantee shall, in connection with an Award, make an election permitted under
Section 83(b) of the Code (i.e., an election to include in gross income in the
year of transfer the amounts specified in Section 83(b) of the Code), such
Grantee shall notify the Company of such election within 10 days of filing such
election with the Internal Revenue Service, in addition to any filing and
notification required pursuant to regulations issued under the authority of Code
Section 83.





16.2         Notification
by Grantee Upon Disqualifying Disposition Prior to Expiration of Holding Periods
Under Section 421(b) of the Code.  Each Plan Agreement with respect to
an Incentive Stock Option shall require the Grantee to notify the Company of any
disposition of shares of Common Stock issued pursuant to the exercise of such
Option under the circumstances described in Section 421(b) of the Code (relating
to certain disqualifying dispositions of shares acquired by exercise of the
Option before expiration of the applicable holding periods), within 10 days of
such disposition.








Section
17.             Indemnification.





17.1         Indemnification.  Each
person who is or shall have been a member of the Committee or of the Board shall
be indemnified and held harmless by the Company against and from any loss, cost,
liability, or expense that may be imposed upon or reasonably incurred by him/her
in connection with or resulting from any claim, action, suit, or proceeding to
which he/she may be a party or in which he/she may be involved by reason of any
action taken or failure to act under the Plan and against and from any and all
amounts paid by him/her in settlement thereof, with the Company's approval, or
paid by him/her in satisfaction of any judgment in any such action, suit, or
proceeding against him/her, provided he/she shall give the Company an
opportunity, at its own expense, to handle and defend the same before he/she
undertakes to handle and defend it on his/her own behalf. The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification to
which such persons may be entitled under the Company's Articles of Incorporation
or Bylaws, as a matter of law, or otherwise, or any power that the Company may
have to indemnify them or hold them harmless.





Section
18.             Nonassignability.





18.1         Nonassignability.  To
the extent necessary to comply with Rule 16b-3 and with Section 422 of the Code,
no Award or right granted to any person under the Plan or under any Plan
Agreement shall be assignable or transferable other than by will or by the laws
of descent and distribution. All rights granted under the Plan or any Plan
Agreement shall be exercisable during the life of the Grantee only by the
Grantee or the Grantee's legal representative.





Section
19.             Requirements
of Law; Consents.





19.1         Requirements
of Law.  The granting of Awards and the issuance of shares of Stock
upon the exercise of an Option shall be subject to all applicable laws, rules,
and regulations, such approvals by any governmental agencies or national
securities exchanges as may be required.





19.2         Consents
to Plan Actions.  If the Committee shall at any time determine that
any Consent (as hereinafter defined) is necessary or desirable as a condition
of, or in connection with, the granting of any Award under the Plan, the
issuance or purchase of shares or other rights thereunder, or the taking of any
other action thereunder (each such action being hereinafter referred to as a
"Plan Action"), then such Plan Action shall not be taken, in whole or in part,
unless and until such Consent shall have been effected or obtained to the full
satisfaction of the Committee.





19.3         Nature
of Consents.   The term "Consent" as used herein with respect to
any Plan action means (a) any and all listings, registrations or qualifications
in respect thereof upon any securities exchange or under any Federal, state or
local law, rule or regulation, (b) any and all written agreements and
representations by the Grantee with respect to the disposition of shares, or
with respect to any other matter, which the Committee shall deem necessary or
desirable to comply with the terms of any such listing, registration or
qualification or to obtain an exemption from the requirement that any such
listing, qualification or registration be made and 9(c) any and all
consents, clearances and approvals in respect of a Plan action by any
governmental or other regulatory bodies. 
 19.4         Governing
Law.  The Plan, and all agreements hereunder, shall be construed in
accordance with and governed by the laws of the State of
Texas.