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                                                                   EXHIBIT 10(f)


                 REORGANIZED IMPERIAL LONG-TERM INCENTIVE PLAN


                IMPERIAL SUGAR COMPANY LONG TERM INCENTIVE PLAN

                                  ARTICLE ONE

                         Scope and Purpose of the Plan

  1.1 Plan. This Imperial Sugar Company Long Term Incentive Plan ("Plan") was
adopted by the Imperial Sugar Company (the "Company") in accordance with and
subject to the terms and conditions of the Company's Second Amended and
Restated Joint Plan of Reorganization (the "Plan of Reorganization") in Case
Nos. 01-00140-01-00176 before the United States Bankruptcy Court for the
District of Delaware to reward certain key employees, who provide services to
or for the Company or its Subsidiaries.

  1.2 Objectives. This Plan is designed to attract and retain key employees,
the Company or any Subsidiaries which may later be created or acquired in
order to encourage a sense of proprietorship and to stimulate the active
interest of such persons in the development and financial success of the
Company and such Subsidiaries. These objectives are to be accomplished by
making Awards under this Plan.

                                  ARTICLE TWO

                              General Definitions

  2.1 General Definitions. As used herein, the terms set forth below shall
have the following respective meanings:

    (a) "Authorized Officer" means the Chairman of the Board or the Chief
  Executive Officer of the Company (or any other senior officer of the
  Company to whom either the Chairman or the Chief Executive Officer shall
  delegate the authority to execute any Award Agreement).

    (b) "Award" means the grant of any Option, SAR, Stock Award, Cash Award
  or Performance Award, whether granted singly, in combination or in tandem,
  to an Employee (or an individual expected to become an Employee within six
  months of the date of the Award) pursuant to such applicable terms,
  conditions and limitations as the Committee may establish in order to
  fulfill the objectives of the Plan.

    (c) "Award Agreement" means a written agreement between the Company and
  an Employee setting forth the terms, conditions and limitations applicable
  to an Award.

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

    (e) "Cash Award" means an Award denominated in cash.

    (f) "Change of Control" means the occurrence of one or more of the
  following events:

      (i) The occurrence of an event or series of events that would be
    required to be reported in a response to Item 6(e) of Schedule 14A of
    Regulation 14A promulgated under the Exchange Act, or any successor
    regulation of similar import;

      (ii) After the date the Board adopts this Plan, a change in ownership
    of the Company through a transaction or series of transactions, such
    that any Person (as described in Sections 13(d) and 14(d) of the
    Exchange Act) is or becomes the Beneficial Owner (as described in Rule
    13d-3 under the Exchange Act), directly or indirectly, of securities of
    the Company representing 50% or more of the combined voting power of
    the Company's then outstanding securities;

      (iii) A change in identity of a majority of the members of the Board
    within any twelve month period, excluding any changes in member
    identity approved by a majority of the Board at the time of such
    change;

      (iv) A transfer, sale or disposition of 50% or more of the Company's
    assets through a transaction or series of transactions during any month
    period; or

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      (v) The execution or approval by the Board (or by the shareholders if
    shareholder approval is required by applicable law or under the terms
    of any relevant agreement) of any agreement, the consummation of which
    would result in one of the foregoing.

    (g) "Code" means the Internal Revenue Code of 1986, as amended from time
  to time.

    (h) "Committee" means the Compensation Committee of the Board or a
  committee designated by the Board to administer the Plan.

    (i) "Common Stock" means the Common Stock of the Company.

    (j) "Company" means the Imperial Sugar Company, a Texas corporation.

    (k) "Director" means an individual serving as a member of the Board.

    (l) "Disability" means permanent and total disability as defined in Code
  section 22(e)(3).

    (m) "Dividend Equivalents" means, with respect to shares of Restricted
  Stock that are to be issued at the end of the Restriction Period (including
  conditional stock), an amount equal to all dividends and other
  distributions (or the economic equivalent thereof) that are payable to
  stockholders of record during the Restriction Period on a like number of
  shares of Common Stock.

    (n) "Effective Date" means August 29, 2001.

    (o) "Employee" means an employee of the Company or a Subsidiary (if any).

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

    (q) "Fair Market Value" of a share of Common Stock means, as of a
  particular date, (i) if shares of Common Stock are listed on a national
  securities exchange, the mean between the highest and lowest sales price
  per share of Common Stock reported on the consolidated transaction
  reporting system for the principal national securities exchange on which
  shares of Common Stock are listed on that date, or, if there shall have
  been no such sale so reported on that date, on the last preceding date on
  which such a sale was so reported or, at the discretion of the Committee,
  the price prevailing on the exchange at the time of exercise, (ii) if
  shares of Common Stock are not so listed but are quoted on the Nasdaq
  National Market, the mean between the highest and lowest sales price per
  share of Common Stock reported by the Nasdaq National Market on that date,
  or, if there shall have been no such sale so reported on that date, on the
  last preceding date on which such a sale was so reported or, at the
  discretion of the Committee, the price prevailing on the exchange at the
  time of exercise, (iii) if the Common Stock is not so listed or quoted, the
  mean between the closing bid and asked price on that date, or, if there are
  no quotations available for such date, on the last preceding date on which
  such quotations are available, as reported by the Nasdaq Stock Market, or,
  if not reported by the Nasdaq Stock Market, by the National Quotation
  Bureau Incorporated or, at the discretion of the Committee, the price
  prevailing on the exchange at the time of exercise or (iv) if shares of
  Common Stock are not publicly traded, the most recent value determined by
  an independent appraiser appointed by the Company for such purpose.

    (r) "Incentive Option" means an Option that is intended to comply with
  the requirements set forth in Section 422 of the Code.

    (s) "Nonqualified Stock Option" means an Option that is not an Incentive
  Option.

    (t) "Option" means a right to purchase a specified number of shares of
  Common Stock at a specified price.

    (u) "Participant" means an Employee to whom an Award has been made under
  this Plan.

    (v) "Performance Award" means an Award made to an Employee pursuant to
  this Plan that is subject to the attainment of one or more Performance
  Goals.

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    (w) "Performance Goal" means a standard established by the Committee to
  determine in whole or in part whether a Performance Award shall be earned.

    (x) "Plan" means Imperial Sugar Company Long Term Incentive Plan, as
  amended from time to time.

    (y) "Restricted Stock" means any Common Stock that is restricted or
  subject to forfeiture provisions.

    (z) "Restriction Period" means a period of time beginning as of the date
  upon which an Award of Restricted Stock is made pursuant to this Plan and
  ending as of the date upon which the Common Stock subject to such Award is
  no longer restricted or subject to forfeiture provisions.

    (aa) "SAR" means a right to receive a payment, in cash or Common Stock,
  equal to the excess of the Fair Market Value (or other specified valuation)
  of a specified number of shares of Common Stock on the date the right is
  exercised over a specified strike price, in each case, as determined by the
  Committee.

    (bb) "Stock Award" means an award in the form of shares of Common Stock
  or units denominated in shares of Common Stock.

    (cc) "Stock Based Awards Limitations" shall have the meaning set forth in
  Article Seven.

    (dd) "Subsidiary" means (i) in the case of a corporation, any corporation
  of which the Company directly or indirectly owns shares representing more
  than 50% of the combined voting power of the shares of all classes or
  series of capital stock of such corporation which have the right to vote
  generally on matters submitted to a vote of the stockholders of such
  corporation and (ii) in the case of a partnership or other business entity
  not organized as a corporation, any such business entity of which the
  Company directly or indirectly owns more than 50% of the voting, capital or
  profits interests (whether in the form of partnership interests, membership
  interests or otherwise).

                                 ARTICLE THREE

                                  Eligibility

  3.1 Eligibility for Awards. Individuals eligible for Awards under this Plan
are (i) those key Employees who hold positions of responsibility and whose
performance, in the judgment of the Committee, can have a significant effect
on the success of the Company and its Subsidiaries and (ii) individuals who
are expected to become such Employees within six months of the date of the
Award.

                                 ARTICLE FOUR

                  Shares of Common Stock Subject to the Plan

  4.1 Maximum Number of Shares Available for Awards. Subject to the provisions
of Article Fifteen, there shall be available for Awards under this Plan
granted wholly or partly in Common Stock (including rights or options that may
be exercised for or settled in Common Stock) an aggregate of 1,234,568 shares
of Common Stock. All 1,234,568 shares of Common Stock shall be available for
Incentive Options. The number of shares of Common Stock that are the subject
of Awards under this Plan, if forfeited or terminated, unexercised upon
expiration, are settled in cash in lieu of Common Stock or in a manner such
that all or some of the shares covered by an Award are not issued to a
Participant, or if exchanged for Awards that do not involve Common Stock,
shall again immediately become available for Awards hereunder. The Committee
may from time to time adopt and observe such procedures concerning the
counting of shares against the Plan maximum as it may deem appropriate. The
Board and the appropriate officers of the Company shall from time to time take
whatever actions are necessary to file any required documents with
governmental authorities, stock exchanges and transaction reporting systems to
ensure that shares of Common Stock are available for issuance pursuant to
Awards.

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                                 ARTICLE FIVE

                          Administration of the Plan

  5.1 The Committee. This Plan shall be administered by the Committee. The
Committee shall consist of at least two Nonemployee Directors. Subject to the
provisions hereof, the Committee shall have full and exclusive power and
authority to administer this Plan and to take all actions that are
specifically contemplated hereby or are necessary or appropriate in connection
with the administration hereof. The Committee shall also have full and
exclusive power to interpret this Plan and to adopt such rules, regulations
and guidelines for carrying out this Plan as it may deem necessary or proper,
all of which powers shall be exercised in the best interests of the Company
and in keeping with the objectives of this Plan. The Committee may, in its
discretion, subject only to the legal requirements or restrictions which
relate to Awards, provide for the extension of the exercisability of an Award,
accelerate the vesting or exercisability of an Award, eliminate or make less
restrictive any restrictions contained in an Award, waive any restriction or
other provision of this Plan or an Award or otherwise amend or modify an Award
in any manner that is either (i) not adverse to the Participant to whom such
Award was granted or (ii) consented to by such Participant. The Committee may
make an Award to an individual whom it expects to become an Employee within
the next six months, provided that such award shall be subject to the
individual actually becoming an Employee within such time period. The
Committee may correct any defect or supply any omission or reconcile any
inconsistency in this Plan or in any Award in the manner and to the extent the
Committee deems necessary or desirable to further the Plan purposes. Any
decision of the Committee in the interpretation and administration of this
Plan shall lie within its sole and absolute discretion and shall be final,
conclusive and binding on all parties concerned.

  5.2 Liability of Committee Members. No member of the Committee or officer of
the Company to whom the Committee has delegated authority in accordance with
the provisions of Section 5.3 of this Plan shall be liable for anything done
or omitted to be done by him or her, by any member of the Committee or by any
officer of the Company in connection with the performance of any duties under
this Plan, except for his or her own willful misconduct or as expressly
provided by statute.

  5.3 Delegation of Authority. The Committee may delegate to the Chief
Executive Officer and to other senior officers of the Company its duties under
this Plan pursuant to such conditions or limitations as the Committee may
establish.

                                  ARTICLE SIX

                                    Awards

  6.1 Awards Generally. The Committee shall determine the type or types of
Awards to be made under this Plan and shall designate from time to time the
individuals who are to be the recipients of such Awards. Each Award shall be
embodied in an Award Agreement, which shall contain such terms, conditions and
limitations as shall be determined by the Committee in its sole discretion and
shall be signed by the individual to whom the Award is made and by an
Authorized Officer for and on behalf of the Company. Awards may consist of
those reflected in Sections 6.2 through 6.6 and may be granted singly, in
combination or in tandem. Awards may also be made in combination or in tandem
with, in replacement of, or as alternatives to, grants or rights under this
Plan or any other employee plan of the Company or any of its Subsidiaries,
including the plan of any acquired entity. An Award may provide for the grant
or issuance of additional, replacement or alternative Awards upon the
occurrence of specified events, including the exercise of the original Award
granted to a Participant. All or part of an Award may be subject to conditions
established by the Committee, which may include, but are not limited to,
continuous service with the Company and its Subsidiaries, achievement of
specific business objectives, increases in specified indices, attainment of
specified growth rates and other comparable measurements of performance. Upon
the termination of employment by a Participant any unexercised, deferred,
unvested or unpaid Awards shall be treated as set forth in the applicable
Award Agreement.

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  6.2 Option. An Award may be in the form of an Option. An Option awarded
pursuant to this Plan may consist of an Incentive Option or a Nonqualified
Stock Option. The price at which shares of Common Stock may be purchased upon
the exercise of an Option shall not be less than the Fair Market Value of the
Common Stock on the date of grant; provided, however, that the initial
exercise price of any Options granted to the Initial Management of the Company
and its subsidiaries, pursuant to the grant allocation set forth in the Plan
of Reorganization, shall not exceed the lesser of (i) $9.00 per share or (ii)
the initial exercise price determined by the Committee. Subject to the
foregoing provisions, the terms, conditions and limitations applicable to any
Option awarded pursuant to this Plan, including the term of any Option and the
date or dates upon which it becomes exercisable, shall be determined by the
Committee. Capitalized terms used in this section 6.2 that are not otherwise
defined herein shall have the meanings assigned to such terms in the Plan of
Reorganization.

  6.3 SAR. An Award may be in the form of an SAR. The terms, conditions and
limitations applicable to any SAR awarded pursuant to this Plan, including the
term of any SAR and the date or dates upon which it becomes exercisable, shall
be determined by the Committee.

  6.4 Stock Award. An Award may be in the form of a Stock Award, including the
award of Restricted Stock or conditional stock units. The terms, conditions
and limitations applicable to any Stock Award granted pursuant to this Plan
shall be determined by the Committee.

  6.5 Cash Award. An Award may be in the form of a Cash Award. The terms,
conditions and limitations applicable to any Cash Award granted pursuant to
this Plan shall be determined by the Committee.

  6.6 Performance Award. Without limiting the type or number of Awards that
may be made under the other provisions of this Plan, an Award may be in the
form of a Performance Award. A Performance Award shall be paid, vested or
otherwise deliverable solely on account of the attainment of one or more pre-
established, objective Performance Goals established by the Committee prior to
the earlier to occur of (i) 90 days after the commencement of such period of
service to which the Performance Goal relates and (ii) the lapse of 25% of
such period of service (as scheduled in good faith at the time the goal is
established), and in any event while the outcome is substantially uncertain. A
Performance Goal is objective if a third party having knowledge of the
relevant facts could determine whether the goal is met. Such a Performance
Goal may be based on one or more business criteria that apply to the
individual, one or more business units of the Company, or the Company as a
whole, and may include one or more of the following: increased revenue; net
income; earnings before interest, taxes, depreciation and amortization; other
earnings measures; economic value added; cash flow measures; stock price;
market share; return on equity or capital; return on revenue measures; costs;
and safety and environmental performance measures. Unless otherwise stated,
such a Performance Goal need not be based upon an increase or positive result
under a particular business criterion and could include, for example,
maintaining the status quo or limiting economic losses (measured, in each
case, by reference to specific business criteria). In interpreting Plan
provisions applicable to Performance Goals and Performance Awards, it is the
intent of the Plan to conform with the standards of Section 162(m) of the Code
and Treasury Regulation (S) 1.162-27(e)(2), and the Committee in establishing
such goals and interpreting the Plan shall be guided by such provisions. Prior
to the payment of any compensation based on the achievement of Performance
Goals, the Committee must certify in writing that applicable Performance Goals
and any of the material terms thereof were, in fact, satisfied. Subject to the
foregoing provisions, the terms, conditions and limitations applicable to any
Performance Awards made pursuant to this Plan shall be determined by the
Committee.

                                 ARTICLE SEVEN

                               Award Limitations

  The following limitations shall apply to any Award made hereunder:

  (1) no individual may be granted, during any one calendar year period,
Awards consisting of Options or SARs that are exercisable for more than
300,000 shares of Common Stock;

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  (2) no individual may be granted, during any one calendar year period, Stock
Awards covering or relating to more than 300,000 shares of Common Stock (the
limitation set forth in this clause (2), together with the limitation set
forth in clause (1) above and the limitation set forth in Section 8.2 of this
Plan, being hereinafter collectively referred to as the "Stock Based Awards
Limitations"); and

  (3) no individual may be granted Awards consisting of cash or in any other
form permitted under this Plan (other than Awards consisting of Options or
SARs or otherwise consisting of shares of Common Stock or units denominated in
such shares) in respect of any one calendar year period having a value
determined on the date of grant in excess of $3,000,000.

                                 ARTICLE EIGHT

                               Payment of Awards

  8.1 Payment of Awards Generally. Payment of Awards may be made in the form
of cash or Common Stock, or a combination thereof, and may include such
restrictions as the Committee shall determine, including, in the case of
Common Stock, restrictions on transfer and forfeiture provisions. If payment
of an Award is made in the form of Restricted Stock, the applicable Award
Agreement relating to such shares shall specify whether they are to be issued
at the beginning or end of the Restriction Period. In the event that shares of
Restricted Stock are to be issued at the beginning of the Restriction Period,
the certificates evidencing such shares (to the extent that such shares are so
evidenced) shall contain appropriate legends and restrictions that describe
the terms and conditions of the restrictions applicable thereto. In the event
that shares of Restricted Stock are to be issued at the end of the Restricted
Period, the right to receive such shares shall be evidenced by book entry
registration or in such other manner as the Committee may determine.

  8.2 Deferral. With the approval of the Committee, amounts payable in respect
of Awards may be deferred and paid either in the form of installments or as a
lump-sum payment. The Committee may permit selected Participants to elect to
defer payments of some or all types of Awards in accordance with procedures
established by the Committee. Any deferred payment of an Award, whether
elected by the Participant or specified by the Award Agreement or by the
Committee, may be forfeited if and to the extent that the Award Agreement so
provides.

  8.3 Dividends, Earnings and Interest. Rights to dividends or Dividend
Equivalents may be extended to and made part of any Award consisting of shares
of Common Stock or units denominated in shares of Common Stock, subject to
such terms, conditions and restrictions as the Committee may establish. The
Committee may also establish rules and procedures for the crediting of
interest and other earnings on deferred cash payments and on Dividend
Equivalents for Awards consisting of shares of Common Stock or units
denominated in shares of Common Stock.

  8.4 Substitution of Awards. Subject to the limitations of Section 5.1 and
Article Seven, at the discretion of the Committee, a Participant who has been
granted an Award may be offered an election to substitute an the Award
received for another Award or Awards of the same or different type.

  8.5 Cash-out of Awards. At the discretion of the Committee, an Award that is
an Option or SAR may be settled by a cash payment equal to the difference
between the Fair Market Value per share of Common Stock on the date of
exercise and the exercise price of the Award, multiplied by the number of
shares with respect to which the Award is exercised.

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                                 ARTICLE NINE

                                Option Exercise

  The price at which shares of Common Stock may be purchased under an Option
shall be paid in full at the time of exercise in cash or, if elected by the
optionee, the optionee may purchase such shares by means of tendering Common
Stock or surrendering another Award, including Restricted Stock, valued at
Fair Market Value on the date of exercise, or any combination thereof. The
Committee shall determine acceptable methods for Participants to tender Common
Stock or other Awards; provided that any Common Stock that is or was the
subject of an Award may be so tendered only if it has been held by the
Participant for six months. The Committee may provide for procedures to permit
the exercise or purchase of such Awards by use of the proceeds to be received
from the sale of Common Stock issuable pursuant to an Award. Unless otherwise
provided in the applicable Award Agreement, in the event shares of Restricted
Stock are tendered as consideration for the exercise of an Option, a number of
the shares issued upon the exercise of the Option, equal to the number of
shares of Restricted Stock used as consideration therefor, shall be subject to
the same restrictions as the Restricted Stock so submitted as well as any
additional restrictions that may be imposed by the Committee. The Committee
may adopt additional rules and procedures regarding the exercise of Options
from time to time, provided that such rules and procedures are not
inconsistent with the provisions of this paragraph.

                                  ARTICLE TEN

                               Change of Control

  10.1. Change of Control. In the event of a "Change of Control" of the
Company, the Committee may, in its discretion, without obtaining shareholder
approval, take any one or more of the following actions, with respect to any
Participant:

    (a) Accelerate the exercise dates of any or all SARs or Options or make
  some or all such SARs or Options immediately fully vested and exercisable;

    (b) Accelerate the restriction (lapse of forfeiture provision) period of
  any Restricted Stock subject to restrictions;

    (c) Grant SARs to holders of outstanding Options;

    (d) Pay cash to any or all holders of Options in exchange for the
  cancellation of their outstanding Options;

    (e) Make payment for any outstanding Performance Awards based on such
  amounts as the Committee may determine;

    (f) Grant new Awards to any Participants; or

    (g) Make any other adjustments or amendments to outstanding Awards and
  substitute new Awards for outstanding Awards.

                                ARTICLE ELEVEN

                                     Taxes

  The Company shall have the right to deduct applicable taxes from any Award
payment and withhold, at the time of delivery or vesting of cash or shares of
Common Stock under this Plan, an appropriate amount of cash or number of
shares of Common Stock or a combination thereof for payment of taxes required
by law or to take such other action as may be necessary in the opinion of the
Company to satisfy all obligations for withholding of such taxes. The
Committee may also permit withholding to be satisfied by the transfer to the
Company of shares of Common Stock theretofore owned by the holder of the Award
with respect to which withholding is

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required. If shares of Common Stock are used to satisfy tax withholding, such
shares shall be valued based on the Fair Market Value when the tax withholding
is required to be made. The Committee may provide for loans, on either a short
term or demand basis, from the Company to a Participant to permit the payment
of taxes required by law.

                                ARTICLE TWELVE

              Amendment, Modification, Suspension or Termination

  The Board may amend, modify, suspend or terminate this Plan for the purpose
of meeting or addressing any changes in legal requirements or for any other
purpose permitted by law, except that (i) no amendment or alteration that
would adversely affect the rights of any Participant under any Award
previously granted to such Participant shall be made without the consent of
such Participant and (ii) no amendment or alteration shall be effective prior
to its approval by the stockholders of the Company to the extent such approval
is required by applicable legal requirements.

                               ARTICLE THIRTEEN

                                 Assignability

  Unless otherwise determined by the Committee and provided in the Award
Agreement, no Award or any other benefit under this Plan shall be assignable
or otherwise transferable, except 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. The Committee may prescribe and include in
applicable Award Agreements other restrictions on transfer. Any attempted
assignment of an Award or any other benefit under this Plan in violation of
this Article Fourteen shall be null and void.

                               ARTICLE FOURTEEN

                                  Adjustments

  14.1 General. The existence of outstanding Awards shall not affect in any
manner the right or power of the Company or its stockholders to make or
authorize any or all adjustments, recapitalizations, reorganizations or other
changes in the capital stock of the Company or its business or any merger or
consolidation of the Company, or any issue of bonds, debentures, preferred or
prior preference stock (whether or not such issue is prior to, on a parity
with or junior to the Common Stock) or the dissolution or liquidation of the
Company, or any sale or transfer of all or any part of its assets or business,
or any other corporate act or proceeding of any kind, whether or not of a
character similar to that of the acts or proceedings enumerated above.

  14.2 Following Subdivision of Consolidation. In the event of any subdivision
or consolidation of outstanding shares of Common Stock, declaration of a
dividend payable in shares of Common Stock or other stock split, then (i) the
number of shares of Common Stock reserved under this Plan, (ii) the number of
shares of Common Stock covered by outstanding Awards in the form of Common
Stock or units denominated in Common Stock, (iii) the exercise or other price
in respect of such Awards, (iv) the appropriate Fair Market Value and other
price determinations for such Awards and (v) the Stock Based Awards
Limitations shall each be proportionately adjusted by the Board to reflect
such transaction. In the event of any other recapitalization or capital
reorganization of the Company, any consolidation or merger of the Company with
another corporation or entity, the adoption by the Company of any plan of
exchange affecting the Common Stock or any distribution to holders of Common
Stock of securities or property (other than normal cash dividends or dividends
payable in Common Stock), then (i) the number of shares of Common Stock
covered by outstanding Awards in the form of Common Stock or units denominated
in Common Stock, (ii) the exercise or other price in respect of such Awards,
(iii) the

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appropriate Fair Market Value and other price determinations for such Awards
and (iv) the Stock Based Awards Limitations shall each be proportionately
adjusted by the Board to reflect such transaction; provided that such
adjustments shall only be such as are necessary to maintain the proportionate
interest of the holders of the Awards and preserve, without exceeding, the
value of such Awards. In the event of a corporate merger, consolidation,
acquisition of property or stock, separation, reorganization or liquidation,
the Board shall be authorized (x) to issue or assume Awards by means of
substitution of new substitute Awards, as appropriate, for previously issued
Awards or to assume previously issued Awards as part of such adjustment or (y)
to cancel the Awards that are Options or SARs by giving the holder notice and
opportunity to exercise for 30 days prior to such cancellation. Any substitute
Awards shall not be subject to the limitations on Common Stock available for
Awards under Section 4.1 or the limitations of Article Seven.

                                ARTICLE FIFTEEN

                                 Restrictions

  No Common Stock or other form of payment shall be issued with respect to any
Award unless the Company shall be satisfied based on the advice of its counsel
that such issuance will be in compliance with applicable federal and state
securities laws. Certificates evidencing shares of Common Stock delivered
under this Plan (to the extent that such shares are so evidenced) may be
subject to such stop transfer orders and other restrictions as the Committee
may deem advisable under the rules, regulations and other requirements of the
Securities and Exchange Commission, any securities exchange or transaction
reporting system upon which the Common Stock is then listed or to which it is
admitted for quotation and any applicable federal or state securities law. The
Committee may cause a legend or legends to be placed upon such certificates
(if any) to make appropriate reference to such restrictions.

                                ARTICLE SIXTEEN

                           Miscellaneous Provisions

  16.1 Unfunded Plan. Insofar as it provides for Awards of cash, Common Stock
or rights thereto, this Plan shall be unfunded. Although bookkeeping accounts
may be established with respect to Participants who are entitled to cash,
Common Stock or rights thereto under this Plan, any such accounts shall be
used merely as a bookkeeping convenience. The Company shall not be required to
segregate any assets that may at any time be represented by cash, Common Stock
or rights thereto, nor shall this Plan be construed as providing for such
segregation, nor shall the Company, the Board or the Committee be deemed to be
a trustee of any cash, Common Stock or rights thereto to be granted under this
Plan. Any liability or obligation of the Company to any Participant with
respect to an Award of cash, Common Stock or rights thereto under this Plan
shall be based solely upon any contractual obligations that may be created by
this Plan and any Award Agreement, and no such liability or obligation of the
Company shall be deemed to be secured by any pledge or other encumbrance on
any property of the Company. Neither the Company nor the Board nor the
Committee shall be required to give any security or bond for the performance
of any obligation that may be created by this Plan.

  16.2 Governing Law. This Plan and all determinations made and actions taken
pursuant hereto, to the extent not otherwise governed by mandatory provisions
of the Code or the securities laws of the United States, shall be governed by
and construed in accordance with the laws of the State of Texas.

  16.3 Effective Date. This Plan shall be effective, without need for further
action, including shareholder approval, on the date on which the Second
Amended and Restated Joint Plan of Reorganization in Case No. 01-00140 before
United States Bankruptcy Court for the District of Delaware becomes effective.


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