EVI INC, S-8, 1998-05-27

EVI INC
S-8, 1998-05-27
OIL & GAS FIELD MACHINERY & EQUIPMENT

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<PAGE> 1
As filed with the Securities and Exchange Commission on May 27, 1998

REGISTRATION NO. 333-_____
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

-----------------

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

-----------------

EVI, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 13-3517570
(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification No.)

5 POST OAK PARK,
SUITE 1760 77027
HOUSTON, TEXAS
(Address of Principal Executive (Zip Code)
Offices)

WEATHERFORD ENTERRA, INC. AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR
STOCK OPTION PLAN
WEATHERFORD INTERNATIONAL INCORPORATED 1987 STOCK OPTION PLAN,
AS AMENDED AND RESTATED
WEATHERFORD ENTERRA, INC. 1991 STOCK OPTION PLAN, AS AMENDED AND RESTATED
D. DALE WOOD STOCK OPTION AGREEMENT
WEATHERFORD ENTERRA, INC. STOCK APPRECIATION RIGHTS PLAN, AS AMENDED
WEATHERFORD ENTERRA, INC. RESTRICTED STOCK INCENTIVE PLAN,
AS AMENDED AND RESTATED
WEATHERFORD ENTERRA, INC. CHANGE OF CONTROL AGREEMENTS
WEATHERFORD ENTERRA, INC. 401(K) SAVINGS PLAN
WEATHERFORD ENTERRA, INC. AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
EMPLOYMENT AGREEMENT WITH CURTIS W. HUFF
(Full title of the plans)

BERNARD J. DUROC-DANNER
EVI, INC.
5 POST OAK PARK, SUITE 1760
HOUSTON, TEXAS 77027-3415
(Name and address of agent for service)

(713) 297-8400
(Telephone number, including area code, of agent for service)
------------------------------------

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

====================================================================================================================================

PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
REGISTERED REGISTERED SHARE(1) PRICE(1) FEE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 par value.... 2,161,594(2) $49.25 $106,458,505 $31,406
====================================================================================================================================
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933 and based upon
the average of the high and low sales prices of a share of Common Stock
as reported by the New York Stock Exchange, Inc. on May 22, 1998.

(2) Consists of (i) 31,825 shares of Common Stock for the Weatherford
Enterra, Inc. Amended and Restated Non-Employee Director Stock Option
Plan, (ii) 34,865 shares of Common Stock for the Weatherford
International Incorporated 1987 Stock Option Plan, as amended and
restated, (iii) 1,207,989 shares of Common Stock for the Weatherford
Enterra, Inc. 1991 Stock Option Plan, as amended and restated, (iv)
48,165 shares of Common Stock for the D. Dale Wood Stock Option
Agreement, (v) 13,000 shares of Common Stock for the Weatherford
Enterra, Inc. Stock Appreciation Rights Plan, as amended, (vi) 35,150
shares of Common Stock for the Weatherford Enterra, Inc. Restricted
Stock Incentive Plan, as amended and restated, (vii) 250,000 shares of
Common Stock for the Weatherford Enterra, Inc. Change of Control
Agreements, (viii) 400,000 shares of Common Stock for the Weatherford
Enterra, Inc. 401(k) Savings Plan, (ix) 65,600 shares of Common Stock
for the Weatherford Enterra, Inc. Amended and Restated Employee Stock
Purchase Plan, (x) 75,000 shares of Common Stock for the Employment
Agreement with Curtis W. Huff and (xi) an indeterminable number of
shares of Common Stock issuable as a result of the anti-dilution
provisions of each of the foregoing plans or agreements.

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the Weatherford Enterra, Inc. 401(k) Savings Plan
and the Weatherford Enterra, Inc. Amended and Restated Employee Stock Purchase
Plan.

================================================================================

<PAGE> 2

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

EVI, Inc., a Delaware corporation (the "Company" or "Registrant"),
and each of the Weatherford Enterra, Inc. 401(k) Savings Plan (the "401(k)
Plan") and the Weatherford Enterra, Inc. Amended and Restated Employee Stock
Purchase Plan (the "Stock Purchase Plan") incorporate by reference in this
Registration Statement the following documents:

1. The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997, as amended by Amendment No. 1 and Amendment No. 2 to
the Annual Report on Form 10-K on Forms 10-K/A;

2. The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998;

3. The Registrant's Current Report on Form 8-K dated May 1, 1997,
as amended by Amendment No. 1 to the Current Report on Form 8-K on Form 8-K/A
dated January 14, 1998;

4. The Registrant's Current Report on Form 8-K dated November 5,
1997, as amended by Amendment No. 1 to the Current Report on Form 8-K on Form
8-K/A dated March 26, 1998;

5. The Registrant's Current Report on Form 8-K dated December 2,
1997, as amended by Amendment No. 1 to the Current Report on Form 8-K on Form
8-K/A dated February 13, 1998;

6. The Registrant's Current Report on Form 8-K dated January 28,
1998;

7. The Registrant's Current Report on Form 8-K dated February 3,
1998;

8. The Registrant's Current Report on Form 8-K dated February 19,
1998, as amended by Amendment No. 1 to the Current Report on Form 8-K on Form
8-K/A dated April 21, 1998;

9. The Registrant's Current Report on Form 8-K dated March 5, 1998,
as amended by Amendment No. 1 to the Current Report on Form 8-K on Form 8-K/A
dated March 9, 1998;

10. The Registrant's Current Report on Form 8-K dated April 20,
1998;

11. The Registrant's Current Report on Form 8-K dated April 22,
1998, as amended by Amendment No. 1 to the Current Report on Form 8-K on Form
8-K/A dated April 24, 1998;

12. The Registrant's Current Report on Form 8-K dated May 15, 1998,
as amended by Amendment No. 1 to the Current Report on Form 8-K on Form 8-K/A
dated May 22, 1998;

13. The description of the Registrant's common stock, $1.00 par
value ("Common Stock"), contained in a registration statement on Form 8-A (filed
May 19, 1994) and as amended by the Registrant's Registration Statement on Form
S-3 (Registration No. 333-12367), including any amendment or report filed for
the purpose of updating such description;

14. The 401(k) Plan's Annual Report on Form 11-K for the year ended
December 31, 1996; and

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<PAGE> 3

15. The Stock Purchase Plan's Annual Report on Form 11-K for the
year ended December 31, 1997.

All documents filed by the Registrant and each of the 401(k) Plan
and the Stock Purchase Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934 subsequent to the date of the filing hereof
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Uriel E. Dutton, a director of the Registrant, is a partner at
Fulbright & Jaworski L.L.P. and currently holds options to purchase 70,000
shares of Common Stock, which options were granted to him pursuant to the
Registrant's Non-Employee Director Stock Option Plan. In addition, Curtis W.
Huff, a partner at Fulbright & Jaworski L.L.P., has agreed to be retained as
Senior Vice President, General Counsel and Secretary of the Registrant,
effective on or before June 15, 1998, and pursuant to an agreement with the
Registrant would receive 75,000 restricted shares of Common Stock and options to
purchase 100,000 shares of Common Stock.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Under Delaware law, a corporation may include provisions in its
certificate of incorporation that will relieve its directors of monetary
liability for breaches of their fiduciary duty to the corporation, except under
certain circumstances, including a breach of the director's duty of loyalty,
acts or omissions of the director not in good faith or which involve intentional
misconduct or a knowing violation of law, the approval of an improper payment of
a dividend or an improper purchase by the corporation of stock or any
transaction from which the director derived an improper personal benefit. The
Registrant's Restated Certificate of Incorporation provides that the
Registrant's directors are not liable to the Registrant or its stockholders for
monetary damages for breach of their fiduciary duty, subject to the described
exceptions specified by Delaware law.

Section 145 of the Delaware General Corporation Law grants to the
Registrant the power to indemnify each officer and director of the Registrant
against liabilities and expenses incurred by reason of the fact that he is or
was an officer or director of the Registrant if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Registrant and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The By-laws of the
Registrant provide for indemnification of each officer and director of the
Registrant to the fullest extent permitted by Delaware law. David J. Butters and
Robert B. Millard, employees of Lehman Brothers Inc. ("Lehman Brothers"),
constitute two of the seven members of the Board of Directors of the Registrant.
Under the restated certificates of incorporation, as amended to date, of Lehman
Brothers and its parent, Lehman Brothers Holdings Inc. ("Holdings"), both
Delaware corporations, Messrs. Butters and Millard, in their capacity as
directors of the Registrant, are to be indemnified by Lehman Brothers and
Holdings to the fullest extent permitted by Delaware law. Messrs. Butters and
Millard are serving as directors of the Registrant at the request of Lehman
Brothers and Holdings.

II-2

<PAGE> 4

Section 145 of the Delaware General Corporation Law also empowers
the Registrant to purchase and maintain insurance on behalf of any person who is
or was an officer or director of the Registrant against liability asserted
against or incurred by him in any such capacity, whether or not the Registrant
would have the power to indemnify such officer or director against such
liability under the provisions of Section 145. The Registrant has purchased and
maintains a directors' and officers' liability policy for such purposes. Messrs.
Butters and Millard are insured against certain liabilities which they may incur
in their capacity as directors pursuant to insurance maintained by Holdings.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

4.1 -- Restated Certificate of Incorporation of the
Registrant, as amended (incorporated by reference
to Exhibit No. 3.1 to the Registrant's Current
Report on Form 8-K (File 1-13086)).

4.2 -- By-laws of the Registrant (incorporated by
reference to Exhibit No. 3.2 to the Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1993 (File 1-13086)).

4.3 -- Credit Agreement dated as of February 17, 1998,
among EVI, Inc., EVI Oil Tools Canada Ltd., the
Subsidiary Guarantors defined therein, Chase Bank
of Texas, National Association, as U.S.
Administrative Agent, The Bank of Nova Scotia, as
Documentation Agent and Canadian Agent, ABN AMRO
Bank, N.V., as Syndication Agent, and the other
Lenders defined therein, including the form of Note
(incorporated by reference to Exhibit No. 4.1 to
the Registrant's Current Report on Form 8-K (File
1-13086)).

4.4 -- Indenture dated March 15, 1994, among Energy
Ventures, Inc., as Issuer, the Subsidiary
Guarantors party thereto, as Guarantors, and
Chemical Bank, as Trustee (incorporated by
reference to the Registrant's Current Report on
Form 8-K (File 1-13086)).

4.5 -- Specimen 10 1/4% Senior Note due 2004 of Energy
Ventures, Inc. (incorporated by reference to the
Registrant's Current Report on Form 8-K (File
1-13086)).

4.6 -- First Supplemental Indenture by and among Energy
Ventures, Inc., Prideco and Chemical Bank, as
trustee, dated June 30, 1995 (incorporated by
reference to Exhibit No. 4.4 to the Registrant's
Registration Statement on Form S-3 (Reg. No.
33-61933)).

4.7 -- Second Supplemental Indenture by and among
Energy Ventures, Inc., EVI Arrow, Inc., EVI Watson,
Inc. and The Chase Manhattan Bank, as trustee,
dated effective as of December 6, 1996
(incorporated by reference to Exhibit 4.6 to the
Registrant's Annual Report on Form 10-K (File
1-13086)).

4.8 -- Third Supplemental Indenture by and among EVI,
Inc., Ercon, Inc. and The Chase Manhattan Bank, as
trustee, dated effective as of May 1, 1997
(incorporated by reference to Exhibit 99.2 to the
Registrant's Current Report on Form 8-K (File
1-13086)).

II-3

<PAGE> 5

4.9 -- Fourth Supplemental Indenture by and among EVI,
Inc., XLS Holding, Inc., XL Systems, Inc. and The
Chase Manhattan Bank, as trustee, dated effective
as of August 25, 1997 (incorporated by reference to
Exhibit 99.3 to the Registrant's Current Report on
Form 8-K (File 1-13086)).

4.10 -- Fifth Supplemental Indenture by and between EVI,
Inc. and The Chase Manhattan Bank dated as of
December 12, 1997 (including the Form of Note and
Form of Exchange Note) (incorporated by reference
to Exhibit 4.1 to the Registrant's Current Report
on Form 8-K (File 1-13086)).

4.11 -- Indenture dated as of October 15, 1997, between
EVI, Inc. and The Chase Manhattan Bank, as Trustee
(incorporated by reference to Exhibit No. 4.13 to
the Registrant's Registration Statement on Form S-3
(Reg. No. 333-45207)).

4.12 -- First Supplemental Indenture dated as of October
28, 1997, between EVI, Inc. and The Chase Manhattan
Bank, as Trustee (including form of Debenture)
(incorporated by reference to Exhibit 4.2 to the
Registrant's Current Report on Form 8-K (File
1-13086)).

4.13 -- Registration Rights Agreement dated November 3,
1997, by and among EVI, Inc., Morgan Stanley & Co.
Incorporated, Donaldson, Lufkin & Jenrette
Securities Corporation, Credit Suisse First Boston
Corporation, Lehman Brothers Inc., Prudential
Securities Incorporated and Schroder & Co. Inc.
(incorporated by reference to Exhibit 4.3 to the
Registrant's Current Report on Form 8-K (File
1-13086)).

4.14 -- Weatherford Enterra, Inc. Non-Employee Director
Stock Option Plan, as amended and restated
(incorporated by reference to Exhibit 10.1 to
Weatherford Enterra Inc.'s Quarterly Report on Form
10-Q for the quarter ended June 30, 1997 (File No.
1-7867)).

4.15 -- Weatherford Enterra, Inc. 401(k) Savings Plan.

4.16 -- Weatherford International Incorporated 1987
Stock Option Plan, as amended and restated
(incorporated by reference to Exhibit 10.3 to
Weatherford Enterra, Inc.'s Annual Report on Form
10-K for the year ended December 31, 1996 (File No.
1-7867)).

4.17 -- Weatherford Enterra, Inc. 1991 Stock Option
Plan, as amended and restated (incorporated by
reference to Exhibit 10.4 to Weatherford Enterra,
Inc.'s Annual Report on Form 10-K for the year
ended December 31, 1996 (File No. 1-7867)).

4.18 -- Stock Option Agreement dated October 5, 1995,
between D. Dale Wood and Weatherford Enterra, Inc.
(incorporated by reference to Exhibit 4.5 to
Weatherford Enterra, Inc.'s Registration Statement
on Form S-8 (File No. 33-63215)).

4.19 -- Weatherford Enterra, Inc. Amended and Restated
Employee Stock Purchase Plan.

4.20 -- Weatherford International Incorporated Stock
Appreciation Rights Plan (incorporated by reference
to Exhibit 10.5 to Weatherford Enterra, Inc.'s
Annual Report on Form 10-K for the year ended
December 31, 1990 (File No. 1-7867)).

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<PAGE> 6

4.21 -- First Amendment to Weatherford International
Incorporated Stock Appreciation Rights Plan
(incorporated by reference to Exhibit 10.3 to
Weatherford Enterra, Inc.'s Annual Report on Form
10-K for the year ended December 31, 1994 (File No.
1-7867)).

4.22 -- Weatherford Enterra, Inc. Restricted Stock
Incentive Plan, as amended and restated
(incorporated by reference to Exhibit 10.6 to
Weatherford Enterra, Inc's Annual Report on Form
10-K for the year ended December 31, 1996 (File No.
1-7867)).

4.23 -- Amended and Restated Change of Control
Agreements with James R. Burke, Jon Nicholson,
Norman W. Nolen and H. Suzanne Thomas (incorporated
by reference to Exhibit 10.1 to Weatherford
Enterra, Inc.'s Annual Report on Form 10-K for the
year ended December 31, 1996 (File No. 1-7867)).

4.24 -- Change of Control Agreement with Thomas R.
Bates, Jr. (incorporated by reference to Exhibit
10.4 to Weatherford Enterra, Inc.'s Quarterly
Report on Form 10-Q for the quarter ended June 30,
1997 (File No. 1-17867)).

4.25 -- Change of Control Agreement with Randall D.
Stilley (incorporated by reference to Exhibit 10.1
to Weatherford Enterra, Inc's Annual Report on Form
10-K for the year ended December 31, 1997 (File No.
1-17867)).

4.26 -- Form of Amended and Restated Change of Control
Agreement dated August 16, 1996, between
Weatherford Enterra, Inc. and each of Philip D.
Gardner, James D. Green, Weldon W. Walker and F.
Thomas Tilton.

4.27 -- Employment Agreement dated March 16, 1998,
between EVI, Inc. and Curtis W. Huff (incorporated
by reference to Exhibit 10.1 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998 (File No. 1-13086)).

5.1 -- Opinion of Fulbright & Jaworski L.L.P.

23.1 -- Consent of Fulbright & Jaworski L.L.P. (included
in Exhibit 5.1).

23.2 -- Consent of Arthur Andersen LLP with respect to
the financial statements of EVI, Inc.

23.3 -- Consent of Arthur Andersen LLP with respect to
the financial statements of Weatherford Enterra,
Inc.

23.4 -- Consent of Arthur Andersen LLP with respect to
the financial statements of Christiana Companies,
Inc.

23.5 -- Consent of Arthur Andersen LLP with respect to
the GulfMark Retained Assets' financial statements.

23.6 -- Consent of Ernst & Young LLP with respect to the
consolidated financial statements of Trico
Industries, Inc.

23.7 -- Consent of Arthur Andersen & Co. with respect to
the combined financial statements of BMW Monarch
(Lloydminster) Ltd. and BMW Pump Inc.

24.1 -- Powers of Attorney (included on page II-8 of
this Registration Statement).

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<PAGE> 7

The 401(k) Plan has been submitted to the Internal Revenue Service
(the "IRS"), and the Registrant hereby undertakes to submit any amendment
thereto to the IRS in a timely manner and will make all changes required by the
IRS in order to qualify such plan.

ITEM 9. UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar volume of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;

Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
if the registration statement is on Form S-3, Form S-8 or Form F-3 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses

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<PAGE> 8

incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.

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<PAGE> 9

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on May 26, 1998.

EVI, INC.

By: /s/ Bernard J. Duroc-Danner
-----------------------------------------
Bernard J. Duroc-Danner
President, Chief Executive
Officer and Director
(Principal Executive Officer)

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Bernard J. Duroc-Danner and James G.
Kiley, or any of them, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
and all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and any of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or any of them, or his
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature Title Date
--------- ----- ----

<S> <C> <C>
/s/ Bernard J. Duroc-Danner President, Chief Executive May 26, 1998
- ---------------------------------------- Officer and Director
Bernard J. Duroc-Danner (Principal Executive Officer)

/s/ James G. Kiley Vice President and Chief May 26, 1998
- ---------------------------------------- Financial Officer
James G. Kiley (Principal Financial Officer)

/s/ Frances R. Powell Vice President,Accounting May 26, 1998
- ---------------------------------------- and Controller
Frances R. Powell (Principal Accounting Officer)

/s/ David J. Butters Director and May 26, 1998
David J. Butters Chairman of the Board

/s/ Uriel E. Dutton Director May 26, 1998
- ----------------------------------------
Uriel E. Dutton

/s/ Sheldon S. Gordon Director May 26, 1998
- ----------------------------------------
Sheldon S. Gordon

/s/ Sheldon B. Lubar Director May 26, 1998
- ----------------------------------------
Sheldon B. Lubar

/s/ Robert B. Millard Director May 26, 1998
- ----------------------------------------
Robert B. Millard

/s/ Robert A. Rayne Director May 26, 1998
- ----------------------------------------
Robert A. Rayne

</TABLE>

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<PAGE> 10

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Administrative Committee of the Weatherford Enterra, Inc. 401(k) Savings Plan
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on May 26, 1998.

WEATHERFORD ENTERRA, INC. 401(K) SAVINGS
PLAN

By: /s/ Norman W. Nolen
----------------------------------------
Norman W. Nolen
Member, Administrative Committee

<PAGE> 11

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Administrative Committee of the Weatherford Enterra, Inc. Amended and Restated
Employee Stock Purchase Plan has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Houston, State of Texas, on May 26, 1998.

WEATHERFORD ENTERRA, INC. AMENDED AND
RESTATED EMPLOYEE STOCK PURCHASE PLAN

By: /s/ Norman W. Nolen
------------------------------------------
Norman W. Nolen
Member, Administrative Committee

<PAGE> 12

EXHIBIT INDEX

Exhibit Number Description
-------------- -----------

4.1 Restated Certificate of Incorporation of the
Registrant, as amended (incorporated by
reference to Exhibit No. 3.1 to the
Registrant's Current Report on Form 8-K
(File 1-13086)).

4.2 By-laws of the Registrant (incorporated by
reference to Exhibit No. 3.2 to the
Registrant's Annual Report on Form 10-K for
the year ended December 31, 1993 (File
1-13086)).

4.3 Credit Agreement dated as of February 17,
1998, among EVI, Inc., EVI Oil Tools Canada
Ltd., the Subsidiary Guarantors defined
therein, Chase Bank of Texas, National
Association, as U.S. Administrative Agent,
The Bank of Nova Scotia, as Documentation
Agent and Canadian Agent, ABN AMRO Bank,
N.V., as Syndication Agent, and the other
Lenders defined therein, including the form
of Note (incorporated by reference to
Exhibit No. 4.1 to the Registrant's Current
Report on Form 8-K (File 1-13086)).

4.4 Indenture dated March 15, 1994, among Energy
Ventures, Inc., as Issuer, the Subsidiary
Guarantors party thereto, as Guarantors, and
Chemical Bank, as Trustee (incorporated by
reference to the Registrant's Current Report
on Form 8-K (File 1-13086)).

4.5 Specimen 10 1/4% Senior Note due 2004 of
Energy Ventures, Inc. (incorporated by
reference to the Registrant's Current Report
on Form 8-K (File 1-13086)).

4.6 First Supplemental Indenture by and among
Energy Ventures, Inc., Prideco and Chemical
Bank, as trustee, dated June 30, 1995
(incorporated by reference to Exhibit No.
4.4 to the Registrant's Registration
Statement on Form S-3 (Reg. No. 33-61933)).

4.7 Second Supplemental Indenture by and among
Energy Ventures, Inc., EVI Arrow, Inc., EVI
Watson, Inc. and The Chase Manhattan Bank,
as trustee, dated effective as of December
6, 1996 (incorporated by reference to
Exhibit 4.6 to the Registrant's Annual
Report on Form 10-K (File 1-13086)).

4.8 Third Supplemental Indenture by and among
EVI, Inc., Ercon, Inc. and The Chase
Manhattan Bank, as trustee, dated effective
as of May 1, 1997 (incorporated by reference
to Exhibit 99.2 to the Registrant's Current
Report on Form 8-K (File 1-13086)).

4.9 Fourth Supplemental Indenture by and among
EVI, Inc., XLS Holding, Inc., XL Systems,
Inc. and The Chase Manhattan Bank, as
trustee, dated effective as of August 25,
1997 (incorporated by reference to Exhibit
99.3 to the Registrant's Current Report on
Form 8-K (File 1-13086)).

4.10 Fifth Supplemental Indenture by and between
EVI, Inc. and The Chase Manhattan Bank dated
as of December 12, 1997 (including the Form
of Note and Form of Exchange Note)
(incorporated by reference to Exhibit 4.1 to
the Registrant's Current Report on Form 8-K
(File 1-13086)).

<PAGE> 13

4.11 Indenture dated as of October 15, 1997,
between EVI, Inc. and The Chase Manhattan
Bank, as Trustee (incorporated by reference
to Exhibit No. 4.13 to the Registrant's
Registration Statement on Form S-3 (Reg. No.
333-45207)).

4.12 First Supplemental Indenture dated as of
October 28, 1997, between EVI, Inc. and The
Chase Manhattan Bank, as Trustee (including
form of Debenture) (incorporated by
reference to Exhibit 4.2 to the Registrant's
Current Report on Form 8-K (File 1-13086)).

4.13 Registration Rights Agreement dated November
3, 1997, by and among EVI, Inc., Morgan
Stanley & Co. Incorporated, Donaldson,
Lufkin & Jenrette Securities Corporation,
Credit Suisse First Boston Corporation,
Lehman Brothers Inc., Prudential Securities
Incorporated and Schroder & Co. Inc.
(incorporated by reference to Exhibit 4.3 to
the Registrant's Current Report on Form 8-K
(File 1-13086)).

4.14 Weatherford Enterra, Inc. Non-Employee
Director Stock Option Plan, as amended and
restated (incorporated by reference to
Exhibit 10.1 to Weatherford Enterra Inc.'s
Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997 (File No. 1-
7867)).

4.15 Weatherford Enterra, Inc. 401(k) Savings
Plan.

4.16 Weatherford International Incorporated 1987
Stock Option Plan, as amended and restated
(incorporated by reference to Exhibit 10.3
to Weatherford Enterra, Inc.'s Annual Report
on Form 10-K for the year ended December 31,
1996 (File No. 1-7867)).

4.17 Weatherford Enterra, Inc. 1991 Stock Option
Plan, as amended and restated (incorporated
by reference to Exhibit 10.4 to Weatherford
Enterra, Inc.'s Annual Report on Form 10-K
for the year ended December 31, 1996 (File
No. 1-7867)).

4.18 Stock Option Agreement dated October 5,
1995, between D. Dale Wood and Weatherford
Enterra, Inc. (incorporated by reference to
Exhibit 4.5 to Weatherford Enterra, Inc.'s
Registration Statement on Form S-8 (File No.
33-63215)).

4.19 Weatherford Enterra, Inc. Amended and
Restated Employee Stock Purchase Plan.

4.20 Weatherford International Incorporated Stock
Appreciation Rights Plan (incorporated by
reference to Exhibit 10.5 to Weatherford
Enterra, Inc.'s Annual Report on Form 10-K
for the year ended December 31, 1990 (File
No. 1-7867)).

4.21 First Amendment to Weatherford International
Incorporated Stock Appreciation Rights Plan
(incorporated by reference to Exhibit 10.3
to Weatherford Enterra, Inc.'s Annual Report
on Form 10-K for the year ended December 31,
1994 (File No. 1-7867)).

4.22 Weatherford Enterra, Inc. Restricted Stock
Incentive Plan, as amended and restated
(incorporated by reference to Exhibit 10.6
to Weatherford Enterra, Inc's Annual Report
on Form 10-K for the year ended December 31,
1996 (File No. 1-7867)).

<PAGE> 14

4.23 Amended and Restated Change of Control
Agreements with James R. Burke, Jon
Nicholson, Norman W. Nolen and H. Suzanne
Thomas (incorporated by reference to Exhibit
10.1 to Weatherford Enterra, Inc.'s Annual
Report on Form 10-K for the year ended
December 31, 1996 (File No. 1-7867)).

4.24 Change of Control Agreement with Thomas R.
Bates, Jr. (incorporated by reference to
Exhibit 10.4 to Weatherford Enterra, Inc.'s
Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997 (File No.
1-17867)).

4.25 Change of Control Agreement with Randall D.
Stilley (incorporated by reference to
Exhibit 10.1 to Weatherford Enterra, Inc's
Annual Report on Form 10-K for the year
ended December 31, 1997 (File No. 1-17867)).

4.26 Form of Amended and Restated Change of
Control Agreement dated August 16, 1996,
between Weatherford Enterra, Inc., and each
of Philip D. Gardner, James D. Green, Weldon
W. Walker and F. Thomas Tilton.

4.27 Employment Agreement dated March 16, 1998,
between EVI, Inc. and Curtis W. Huff
(incorporated by reference to Exhibit 10.1
to the Registrant's Quarterly Report on Form
10-Q for the quarter ended March 31, 1998
(File No. 1-13086)).

5.1 Opinion of Fulbright & Jaworski L.L.P.

23.1 Consent of Fulbright & Jaworski L.L.P.
(included in Exhibit 5.1).

23.2 Consent of Arthur Andersen LLP with respect
to the financial statements of EVI, Inc.

23.3 Consent of Arthur Andersen LLP with respect
to the financial statements of Weatherford
Enterra, Inc.

23.4 Consent of Arthur Andersen LLP with respect
to the financial statements of Christiana
Companies, Inc.

23.5 Consent of Arthur Andersen LLP with respect
to the GulfMark Retained Assets' financial
statements.

23.6 Consent of Ernst & Young LLP with respect to
the consolidated financial statements of
Trico Industries, Inc.

23.7 Consent of Arthur Andersen & Co. with
respect to the combined financial statements
of BMW Monarch (Lloydminster) Ltd. and BMW
Pump Inc.

24.1 Powers of Attorney (included on page II-8 of
this Registration Statement).

<PAGE> 1
EXHIBIT 4.15

WEATHERFORD ENTERRA, INC. 401(K) SAVINGS PLAN

<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section
ARTICLE I - DEFINITIONS
<S> <C>
Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.1
Active Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2
Actual Contribution Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3
Actual Deferral Percentage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.4
Actual Deferral Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.5
Affiliated Employer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.6
Aggregate Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.7
Aggregation Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.8
Annual Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.9
Annual Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.10
Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.11
Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.12
Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.13
Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.14
Considered Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.15
Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.16
Contribution Percentage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.17
Determination Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.18
Disability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.19
Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.20
Employer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.21
ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.22
Excess 401(k) Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.23
Excess Aggregate 401(m) Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . 1.24
Family Member . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.25
Highly Compensated Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.26
Hour of Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.27
Key Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.28
Member . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.29
Non-Highly Compensated Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.30
Non-Key Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.31
Period of Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.32
Period of Severance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.33
Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.34
Plan Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.35
Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.36
Retired Member . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.37
Retirement Age . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.38
Rollover Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.39
Section 401(k) Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.40
Section 401(m) Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.41
Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.42
</TABLE>

-i-
<PAGE> 3

<TABLE>
<S> <C>
Severs Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.43
Sponsor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.44
Top-Heavy Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.45
Transferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.46
Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.47
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.48
Trust Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.49
Valuation Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.50

ARTICLE II - ACTIVE SERVICE

When Active Service Begins . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.1
Aggregation of Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.2
Eligibility Computation Periods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.3
Periods of Service of Less Than One Year . . . . . . . . . . . . . . . . . . . . . . . . . 2.4
Service Prior to Severance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.5
Service After Severance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.6
Periods of Severance Due to Child Birth or Adoption . . . . . . . . . . . . . . . . . . . 2.7
Transfers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.8
Employment Records Conclusive . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.9
Coverage of Certain Previously Excluded Employees . . . . . . . . . . . . . . . . . . . . 2.10
Military Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.11

ARTICLE III - ELIGIBILITY RULES

Eligibility Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.1
Eligibility Upon Reemployment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.2
Frozen Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.3

ARTICLE IV - CONTRIBUTIONS

Employee After Tax Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.1
Rollover Contributions and Plan to Plan Transfers . . . . . . . . . . . . . . . . . . . . 4.2
Employer Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.3
Limit on Salary Deferral Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . 4.4
Actual Deferral Percentage for Highly
Compensated Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.5
Special Actual Deferral Percentage Rules
For Family Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.6
Contribution Percentage for Eligible Highly
Compensated Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.7
Special Contribution Percentage Rules
For Family Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.8
Distributions of Income Allocable to Excess
401(k) Contributions and Excess Aggregate
401(m) Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.9
Additional Required Test if Alternative
Compliance is Used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.10
</TABLE>

-ii-
<PAGE> 4
<TABLE>
<S> <C>
Employee After Tax Contributions and Salary
Deferral Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.11
Return of Contributions for Mistake, Disqualification
or Disallowance of Deduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.12

ARTICLE V - PARTICIPATION

Allocation of Employee Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.1
Allocation of Rollover Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.2
Allocation of Employer Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.3
Forfeiture on Termination of Participation . . . . . . . . . . . . . . . . . . . . . . . . 5.4
Limitation on Allocation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.5
Valuation of Trust Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.6
Interim Valuation of Trust Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.7
Maintenance of Investment Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.8
Rights of Members in Trust Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.9

ARTICLE VI - BENEFITS

Valuation of Accounts for Withdrawals and Distributions . . . . . . . . . . . . . . . . . 6.1
Death Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.2
Retirement Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.3
Disability Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.4
Severance Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.5
Distributions to Divorced Spouse . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.6
Withdrawals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.7
Forfeiture by Lost Members or Beneficiaries; Escheat . . . . . . . . . . . . . . . . . . . 6.8
Claims Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.9
Timing and Form of All Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.10
Mandatory Rules Applicable to All Distributions . . . . . . . . . . . . . . . . . . . . . 6.11
No Duplication of Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.12
Designation of Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.13
Distributions to Disabled or Minors . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.14
Distributions Upon Disposition of Assets or a Subsidiary . . . . . . . . . . . . . . . . . 6.15
Distributions to Transferred Members Age 59 1/2 or Older. . . . . . . . . . . . . . . . . 6.16
Loans to Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.17
Direct Rollovers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.18

ARTICLE VII - TOP-HEAVY REQUIREMENTS

Application . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.1
Top Heavy Test . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.2
Vesting Restrictions if Plan Becomes Top Heavy . . . . . . . . . . . . . . . . . . . . . . 7.3
Minimum Contribution if Plan Becomes Top-Heavy . . . . . . . . . . . . . . . . . . . . . . 7.4
Coverage Under Multiple Top-Heavy Plans . . . . . . . . . . . . . . . . . . . . . . . . . 7.5
Restrictions if Plan Becomes Super-Top Heavy . . . . . . . . . . . . . . . . . . . . . . . 7.6
</TABLE>

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<PAGE> 5
<TABLE>
<S> <C>
ARTICLE VIII - ADMINISTRATION OF THE PLAN

Appointment, Term of Service & Removal . . . . . . . . . . . . . . . . . . . . . . . . . . 8.1
Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.2
Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.3
Quorum and Majority Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.4
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.5
Disqualification of Committee Member . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.6
Disclosure to Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.7
Standard of Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.8
Liability of Committee and Liability Insurance . . . . . . . . . . . . . . . . . . . . . . 8.9
Exemption from Bond . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.10
Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.11
Persons Serving in Dual Fiduciary Roles . . . . . . . . . . . . . . . . . . . . . . . . . 8.12
Administrator . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.13
Standard of Judicial Review of Committee Actions . . . . . . . . . . . . . . . . . . . . . 8.14

ARTICLE IX - TRUST FUND AND CONTRIBUTIONS

Funding of Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.1
Incorporation of Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.2
Authority of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.3
Allocation of Responsibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.4

ARTICLE X - ADOPTION OF PLAN BY OTHER EMPLOYERS

Adoption Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.1
No Joint Venture Implied . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.2
All Trust Assets Available to Pay All Benefits . . . . . . . . . . . . . . . . . . . . . . 10.3
Qualification a Condition Precedent to Adoption and
Continued Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.4

ARTICLE XI - AMENDMENT AND TERMINATION

Right to Amend and Limitations Thereon . . . . . . . . . . . . . . . . . . . . . . . . . . 11.1
Mandatory Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.2
Withdrawal of Employer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.3
Termination of Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.4
Partial or Complete Termination or Complete
Discontinuance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.5
Continuance Permitted Upon Sale or Transfer of Assets . . . . . . . . . . . . . . . . . . 11.6
Distribution Upon Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.7
Modes of Distribution Upon Termination . . . . . . . . . . . . . . . . . . . . . . . . . . 11.8
Distributions to Highly Compensated Employees and
Former Employees Must Not Discriminate . . . . . . . . . . . . . . . . . . . . . . . . 11.9
</TABLE>

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<PAGE> 6
<TABLE>
<S> <C>
ARTICLE XII - MISCELLANEOUS

Plan Not An Employment Contract . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.1
Benefits Provided Solely From Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.2
Anti-Alienation Provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.3
Requirements Upon Merger or Consolidation of Plans . . . . . . . . . . . . . . . . . . . . 12.4
Gender of Words Used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.5
Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.6
Governing Law; Parties to Legal Actions . . . . . . . . . . . . . . . . . . . . . . . . . 12.7

APPENDIX A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
</TABLE>

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<PAGE> 7

WEATHERFORD ENTERRA, INC. 401(K) SAVINGS PLAN

Weatherford Enterra, Inc. has entered into the following Agreement:

W I T N E S E T H:

WHEREAS, Weatherford Enterra, Inc. has heretofore adopted a
qualified plan and exempt trust for the exclusive benefit of its employees and
their beneficiaries; and

WHEREAS, it has been determined that the plan should now be
completely amended, restated and continued without a gap or lapse in coverage,
time or effect which would cause any Member to become fully vested or entitled
to distribution, in order to (a) effect numerous technical changes for the
benefit of eligible employees and beneficiaries, and (b) to ensure the plan's
qualification under the applicable provisions of the Internal Revenue Code of
1986, as amended, and the Employee Retirement Income Security Act of 1974, as
amended; and

WHEREAS, it is intended that other business organizations may
adopt this plan and its related trust for the exclusive benefit of their
employees and their employees' beneficiaries;

NOW, THEREFORE, this Agreement is entered into in order to set
forth the terms of the plan which are as follows:

<PAGE> 8
ARTICLE I

DEFINITIONS

The words and phrases defined in this Article shall have the
meaning set out in the definition unless the context in which the word or
phrase appears reasonably requires a broader, narrower or different meaning.

1.1 "ACCOUNT" means all ledger accounts pertaining to a
Member which are maintained by the Committee to reflect the Member's interest
in the Trust Fund. The Committee shall establish the following Accounts and
any additional Accounts that the Committee considers necessary to reflect the
entire interest of the Member in the Trust Fund. Each of the Accounts listed
below and any additional Accounts established by the Committee shall reflect
the Contributions or amounts transferred to the Trust Fund, if any, and the
appreciation or depreciation of the assets in the Trust Fund and the income
earned or loss incurred on the assets in the Trust Fund attributable to the
Contributions and/or other amounts transferred to the Account.

(a) Employee After Tax Contribution Account - The
Member's after-tax contributions, if any.

(b) Salary Deferral Contribution Account - The Member's
before-tax contributions, if any.

(d) Employer Discretionary Contribution Account - The
Employer's discretionary contributions, if any.

(e) Rollover Account - Funds transferred from another
qualified plan or IRA account for the benefit of a Member.

(f) Employer Bonus Matching Account - The Employer's
bonus matching contributions, if any, attributable to Service before
January 1, 1992.

1.2 "ACTIVE SERVICE" means the Periods of Service which
are counted for either eligibility, vesting or benefit accrual purposes as
calculated under Article II.

1.3 "ACTUAL CONTRIBUTION RATIO" means for an Employee
the ratio of Section 401(m) Contributions actually paid into the Trust on
behalf of the Employee for a Plan year to the Employee's Annual Compensation
for the same Plan Year.

1.4 "ACTUAL DEFERRAL PERCENTAGE" means for a specified
group of Employees for a Plan Year the average of the ratios (calculated
separately for each Employee in the group) of the amount of Section 401(k)
Contributions actually paid

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<PAGE> 9
into the Trust on behalf of the Employee for that Plan Year to the Employee's
Annual Compensation for the same Plan Year. Solely for this purpose all
Section 401(k) Contributions and Annual Compensation of all eligible Family
Members will be attributed to each Highly Compensated Employee.

1.5 "ACTUAL DEFERRAL RATIO" means for an Employee the
ratio of Section 401(k) Contributions actually paid into the Trust on behalf of
the Employee for a Plan Year to the Employee's Annual Compensation for the same
Plan Year.

1.6 "AFFILIATED EMPLOYER" means an employer which is a
member of the same controlled group of corporations within the meaning of
Section 414(b) of the Code or which is a trade or business (whether or not
incorporated) which is under common control (within the meaning of Section
414(c) of the Code) or which is a member of an affiliated service group (within
the meaning of Section 414(m) of the Code) with the Employer.

1.7 "AGGREGATE ACCOUNTS" means the total of all Account
balances derived from Employer Contributions and Employee Contributions.

1.8 "AGGREGATION GROUP" means (a) each plan of the
Employer or any Affiliated Employer in which a Key Employee is a Member and (b)
each other plan of the Employer or any Affiliated Employer which enables any
plan in (a) to meet the requirements of either Section 401(a)(4) or 410 of the
Code. Any Employer may treat a plan not required to be included in the
Aggregation Group as being a part of the group if the group would continue to
meet the requirements of Section 401(a)(4) and 410 of the Code with that plan
being taken into account.

1.9 "ANNUAL ADDITIONS" means (a) Employer Contributions,
(b) Employee Contributions, (c) forfeitures and (d) amounts described in
Sections 415(l)(1) and 419A(d)(2) of the Code having to do with individual
medical accounts (but these amounts shall be subject to only the dollar
limitation and not to the 25% Annual Compensation limitation). Excess 401(k)
Contributions and Excess Aggregate 401(m) Contributions for a Plan Year are
treated as Annual Additions for that Plan Year even if they are corrected
through distribution or recharacterization. Excess Deferrals that are timely
distributed as set forth in Section 4.4 shall not be treated as Annual
Additions.

1.10 "ANNUAL COMPENSATION" means for purposes of Section
415 of the Code, all earned income, wages, salaries and fees for professional
services and other amounts received for personal services actually rendered in
the course of employment with the Employer or an Affiliated Employer including
but not limited to commissions paid salesmen, compensation for services on the
basis of a percentage of profits, commissions on insurance premiums, tips and
bonuses, fringe benefits, reimbursements, expense allowances and amounts paid
or reimbursed by the Employer for moving expenses incurred by an Employee, but
only to the extent that these amounts are not deductible by the Employee under
Section 217 of the Code, amounts includable in income that are described in
Sections 104(a)(3), 105(a) and 105(h) of the Code, the value of a nonqualified
stock option grant to the extent the value of the option is

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<PAGE> 10
includable in income in the year of grant, and the amount includable in income
upon making an election under Section 83(b) of the Code, but excluding the
following:

(a) the Employer's contributions to a plan of deferred
compensation which are not included in the Employee's gross income for
the taxable year in which contributed or the Employer's contributions
to a simplified employee pension plan to the extent the contributions
are deductible by the Employee or any distributions from a plan of
deferred compensation;

(b) amounts realized from the exercise of a nonqualified
stock option or the value of restricted stock or property held by the
Employee when it becomes freely transferable or is no longer subject
to a substantial risk of forfeiture;

(d) other amounts which receive special tax benefits, or
contributions made by the Employer (whether or not under a salary
reduction agreement) towards the purchase of an annuity contract
described in Section 403(b) of the Code whether or not the amounts are
actually excludable from the gross income of the Employee.

Annual Compensation means, when used in determining an
Employee's Actual Contribution Ratio, Actual Deferral Ratio or the allocation
of any qualified nonelective contribution and when used to determine if a
person is a Highly Compensated Employee or a Key Employee, the same as it does
for purposes of applying Section 415 of the Code as modified by including
elective contributions under a cafeteria plan governed by Section 125 of the
Code and contributions to any plan qualified under Section 401(k), 408(k) or
403(b) of the Code. However, for purposes of determining an Employee's Actual
Contribution Ratio or Actual Deferral Ratio, Annual Compensation shall include
only compensation earned during the portion of the Plan Year that the Employee
was eligible to participate in the Plan.

Annual Compensation means, when used for any other purpose,
compensation received by the Employee from the Employer, other than
compensation in the form of qualified or previously qualified deferred
compensation that is currently includable in gross income for federal income
tax purposes.

All Annual Compensation, without regard to its definition, in
excess of $200,000.00 (as adjusted by the Secretary of the Treasury) shall be
disregarded. In determining the Annual Compensation of a Member for purposes
of this limitation, the rules of Section 414(q)(6) shall apply, except that the
term Family Member shall include only the spouse of the Member and any lineal
descendants of the Member who have not attained age 19 before the close of the
Plan Year. If as a result of the application of this rule, the adjusted
$200,000.00 limitation is exceeded, the limitation shall be prorated among the
affected Members in proportion to each Member's Annual

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<PAGE> 11
Compensation as determined under this Section prior to the application of this
limitation.

In addition to other applicable limitations set forth in the
plan, and notwithstanding any other provision of the plan to the contrary, for
plan years beginning on or after January 1, 1994, the annual compensation of
each employee taken into account under the plan shall not exceed the OBRA '93
annual compensation limit. The OBRA '93 annual compensation limit is $150,000,
as adjusted by the Commissioner for increases in the cost of living in
accordance with section 401(a)(17)(B) of the Internal Revenue Code. The
cost-of-living adjustment in effect for a calendar year applies to any period,
not exceeding 12 months, over which compensation is determined (determination
period) beginning in such calendar year. If a determination period consists of
fewer than 12 months, the OBRA '93 annual compensation limit will be multiplied
by a fraction, the numerator or which is the number of months in the
determination period, and the denominator of which is 12.

For plan years beginning on or after January 1, 1994, any
reference in this plan to the limitation under section 401(a)(17) of the Code
shall mean the OBRA '93 annual compensation limit set forth in this provision.

If compensation for any prior determination period is taken
into account in determining an employee's benefits accruing in the current plan
year, the compensation for that prior determination period is subject to the
OBRA '93 annual compensation limit in effect for that prior determination
period. For this purpose, for determination periods beginning before the first
day of the first plan year beginning on or after January 1, 1994, the OBRA '93
annual compensation limit is $150,000.

1.11 "BENEFICIARY" or Beneficiaries means the person or
persons, or the trust or trusts created for the benefit of a natural person or
persons or the Member's or retired Member's estate, designated by the Member or
retired Member to receive the benefits payable under this Plan upon his death.

1.12 "BOARD OF DIRECTORS" means the board of directors,
the executive committee or other body given management responsibility for the
Sponsor.

1.13 "CODE" means the Internal Revenue Code of 1986, as
amended from time to time.

1.14 "COMMITTEE" means the committee appointed by the
Sponsor to administer the Plan.

1.15 "CONSIDERED COMPENSATION" means, for periods on and
after July 1, 1997, each Member's Annual Compensation paid during the Plan
Year. For periods prior to July 1, 1997, Considered Compensation means each
Member's Annual Compensation paid during the Plan Year but excluding all of the
following items: overtime pay, foreign service premiums, position allowances or
location coefficient payments, call-in premiums, bonuses, sales commissions,
reimbursements or other expense allowances, fringe benefits (cash and
non-cash), moving expenses, deferred

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<PAGE> 12
compensation, welfare benefits, amounts includable in gross income as a result
of an exercise of a stock option or a stock appreciation right, and other items
not part of the Employee's base pay. Considered Compensation includes,
however, for all periods, the following types of elective contributions and all
of the following types of deferred compensation: elective contributions that
are not includable in gross income under Code Sections 125 (relating to
cafeteria plans), 402(a)(8) (relating to Section 401(k) plans), and 402(h)
(relating to simplified employee pensions). For the purpose of determining the
amount of those earnings, the books and records of the Employer shall be
conclusive. Considered Compensation in excess of $160,000.00 (as adjusted by
the Secretary of the Treasury) shall be disregarded.

1.16 "CONTRIBUTION" means the total amount of
contributions made under the terms of this Plan. Each specific type of
Contribution shall be designated by the type of contribution made as follows:

(a) Employee After Tax Contribution - After Tax
Contributions paid by the Employee.

(b) Salary Deferral Contribution - Contributions made by
the Employer under the Employee's salary deferral agreement.

(d) Employer Discretionary Contribution - Contributions
made by the Employer, if any, on a discretionary basis.

(e) Rollover Contribution - Contributions made by a
Member which are transfers from a prior qualified plan or IRA account.

1.17 "CONTRIBUTION PERCENTAGE" means for a specified
group of Employees for a Plan Year the average of the ratios (calculated
separately for each Employee in that group) of the sum of Section 401(m)
Contributions actually paid into the Trust on behalf of each Employee for that
Plan Year, to the Employee's Annual Compensation for that Plan Year. Solely
for this purpose all Section 401(m) Contributions and Annual Compensation of
all eligible Family Members will be attributed to each Highly Compensated
Employee.

1.18 "DETERMINATION DATE" means for a given Plan Year the
last day of the preceding Plan Year or in the case of the first Plan Year the
last day of that Plan Year.

1.19 "DISABILITY" means a mental or physical disability
which, in the opinion of a physician selected by the Committee, shall prevent
the Member from earning a reasonable livelihood with the Employer or any
Affiliated Employer and which can be expected to result in death or which has
lasted or can be expected to last for a continuous period of not less than 12
months and which: (a) was not contracted, suffered or incurred while the Member
was engaged in, or did not result from having

I-5
<PAGE> 13
engaged in, a felonious criminal enterprise; (b) did not result from alcoholism
or addiction to narcotics; and (c) did not result from an injury incurred while
a member of the Armed Forces of the United States for which the Member receives
a military pension.

1.20 "EMPLOYEE" means all common law employees of the
Employer exclusive of employees working outside of the United States except for
employees of Weatherford/Lamb, Inc., unless the Committee elects to continue to
cover them in this Plan and exclusive of all leased employees (as defined in
Section 414(a) of the Code) unless the Plan's qualified status is dependent
upon coverage of the leased employees.

1.21 "EMPLOYER" or "EMPLOYERS" means the Sponsor and any
other business organization which has adopted this Plan.

1.22 "ERISA" means the Employee Retirement Income
Security Act of 1974, as amended from time to time.

1.23 "EXCESS 401(K) CONTRIBUTIONS" means, with respect to
any Plan Year, the excess of (a) the aggregate amount of Section 401(k)
Contributions actually paid into the Trust on behalf of Highly Compensated
Employees for the Plan Year over (b) the maximum amount of those contributions
permitted under the limitations set out in the first sentence of Section 4.5 of
the Plan. To calculate the amount of Excess 401(k) Contributions the Actual
Deferral Ratio of the Highly Compensated Employee with the highest Actual
Deferral Ratio is reduced to equal the ratio of the Highly Compensated Employee
with the next highest Actual Deferral Ratio. However, if a lesser reduction
would enable the Plan to pass the test, only that lesser reduction may be made.
This leveling process is repeated until the Actual Deferral Percentage test is
satisfied.

1.24 "EXCESS AGGREGATE 401(M) CONTRIBUTIONS" means, with
respect to any Plan Year, the excess of (a) the aggregate amount of Section
401(m) Contributions actually paid into the Trust on behalf of Highly
Compensated Employees for the Plan Year over (b) the maximum amount of those
contributions permitted under the limitations set out in the first sentence of
Section 4.7 of the Plan. To calculate the amount of Excess Aggregate 401(m)
Contributions the Actual Contribution Ratio of the Highly Compensated Employee
with the highest Actual Contribution Ratio is reduced (by reducing first,
Employee After Tax Contributions made by, and second, Employer Matching
Contributions made on behalf of, that Highly Compensated Employee) to equal the
ratio of the Highly Compensated Employee with the next highest Actual
Contribution Ratio. However, if a lesser reduction would enable the Plan to
pass the test, only that lesser reduction may be made. This leveling process
is repeated until the Contribution Percentage test is satisfied.

1.25 "FAMILY MEMBER" means the spouse and lineal
ascendants or descendants and the spouses of those lineal ascendants or
descendants of a 5% owner or of a Highly Compensated Employee who is one of the
10 employees receiving the greatest Annual Compensation from the Employers
during the Plan Year.

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<PAGE> 14
1.26 "HIGHLY COMPENSATED EMPLOYEE" means an Employee or
an employee of an Affiliated Employer who during the Plan Year or the preceding
Plan Year (a) was at any time a 5% owner, (b) received Annual Compensation from
the Employers in excess of $75,000.00 (as adjusted from time to time by the
Secretary of the Treasury), (c) received Annual Compensation from the Employers
in excess of $50,000.00 (as adjusted from time to time by the Secretary of the
Treasury) and was within the 20% of employees of the Employer and Affiliated
Employers who were the highest paid for the Plan Year, or (d) was at any time
an officer and received Annual Compensation in excess of 50% of the annual
addition limitation of Section 415(b)(1)(A) of the Code. For this purpose no
more than 50 employees or, if lesser, the greater of three employees or 10% of
the employees shall be treated as officers, excluding those Employees who may
be excluded in determining the top paid group. If no officer has Annual
Compensation in excess of 50% of the annual limitation of Section 415(b)(1)(A)
of the Code, the highest paid officer for the year shall be treated as a Highly
Compensated Employee. If a Member did not fall within (b), (c) or (d) without
regard to this sentence for the Plan Year preceding the Plan Year of the
determination, he will not be treated as falling within (b), (c) or (d) for the
Plan Year of the determination unless he is a member of the group consisting of
the 100 employees paid the greatest Annual Compensation during that Plan Year.
For this purpose the determination of the top paid 100 employees will be made
using Section 414(q) of the Code and its Regulations. A former Member will be
treated as a Highly Compensated Employee if he was a Highly Compensated
Employee when he severed Service or he was a Highly Compensated Employee at any
time after attaining age 55.

1.27 "HOUR OF SERVICE" means an hour for which an
Employee is paid or is entitled to payment for performance of duties with the
Employer or an Affiliated Employer.

1.28 "KEY EMPLOYEE" means an Employee or former or
deceased Employee or Beneficiary of an Employee who at any time during the Plan
Year or any of the four preceding Plan Years is (a) an officer of an Employer
or any Affiliated Employer having an Annual Compensation greater than 50% of
the annual addition limitation of Section 415(b)(1)(A) of the Code for the Plan
Year, (b) one of the 10 employees having an Annual Compensation from an
Employer or any Affiliated Employer of greater than 100% of the annual addition
limitation of Section 415(c)(1)(A) of the Code for the Plan Year and owning or
considered as owning (within the meaning of Section 318 of the Code) the
largest interest in an Employer or any Affiliated Employer, treated separately,
(c) a 5% owner of an Employer or any Affiliated Employer, treated separately,
or (d) a 1% owner of an Employer or any Affiliated Employer, treated
separately, having Annual Compensation from an Employer or any Affiliated
Employer of more than $150,000.00. For this purpose no more than 50 employees
or, if lesser, the greater of three employees or 10% of the employees shall be
treated as officers. Section 416(i) of the Code shall be used to determine
percentage of ownership. For the purpose of the test set out in (b) above, if
two or more employees have the same interest in an Employer, the employee with
the greater Annual Compensation from the Employer shall be treated as having
the larger interest.

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<PAGE> 15
1.29 "MEMBER" means the person or persons employed by an
Employer during the Plan Year and eligible to participate in this Plan.

1.30 "NON-HIGHLY COMPENSATED EMPLOYEE" means an Employee
of the Employer who is neither a Highly Compensated Employee nor a Family
Member of a Highly Compensated Employee.

1.31 "NON-KEY EMPLOYEE" means any Employee who is not a
Key Employee.

1.32 "PERIOD OF SERVICE" means a period of employment
with an Employer or Affiliated Employer which commences on the day on which an
Employee performs his initial Hour of Service or performs his initial Hour of
Service upon returning to the employ of the Employer or an Affiliated Employer,
whichever is applicable, and ends on the date the Employee Severs Service.

1.33 "PERIOD OF SEVERANCE" means the period of time
commencing on the date an Employee Severs Service and ending on the date the
Employee again performs an Hour of Service.

1.34 "PLAN" means this Plan, including all subsequent
amendments.

1.35 "PLAN YEAR" means the calendar year. The Plan Year
shall be the fiscal year of this Plan.

1.36 "REGULATION" means the Internal Revenue Service
regulation specified, as it may be changed from time to time.

1.37 "RETIRED MEMBER" means a person who was at one time
a Member who received allocations of Contributions and who has now retired
under the terms of this Plan but still has an Account.

1.38 "RETIREMENT AGE" means 65 years of age. Once a
Member has attained his Retirement Age he shall be 100% vested at all times.

1.39 "ROLLOVER CONTRIBUTION" means the amount contributed
by a Member of this Plan which consists of: (a) any part of a distribution the
Member received from an individual retirement account which consists entirely
of property that was initially contributed to the individual retirement account
from a distribution received out of a qualified total distribution from a
qualified employee trust described in Section 401(a) or 403(a) of the Code
together with the earnings on that property or (b) any part of a distribution
or proceeds from the sale of any part of the property that the Member received
in excess of his own Contributions and in excess of any amounts previously
distributed to the Member and not includable in gross income from any
distribution out of a qualified employee trust described in Section 401(a) or
403(a) of the Code.

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<PAGE> 16
1.40 "SECTION 401(k) CONTRIBUTIONS" means the sum of
Salary Deferral Contributions made on behalf of the Member during the Plan Year
and other amounts that the Employer elects to have treated as Section 401(k)
Contributions pursuant to Code Section 401(k)(3)(D)(ii) and Regulation Section
1.401(k)-(b)(5) to the extent that those other amounts are not used to enable
the Plan to satisfy the minimum contribution requirements of Section 416 of the
Code.

1.41 "SECTION 401(m) CONTRIBUTIONS" means the sum of
Employer Matching Contributions and Employee After Tax Contributions made on
behalf of the Member during the Plan Year and other amounts that the Employer
elects to have treated as Section 401(m) Contributions pursuant to Code Section
401(m)(3) and Regulation Section 1.401(m)-1(b)(5). However, Employer Matching
Contributions and amounts that the Employer could otherwise elect to have
treated as Section 401(m) Contributions are not Section 401(m) Contributions to
the extent that they are used to enable the Plan to satisfy the minimum
contribution requirements of Section 416 of the Code.

1.42 "SERVICE" means the period or periods that a person
is paid or is entitled to payment for performance of duties with the Employer
or an Affiliated Employer.

1.43 "SEVERS SERVICE" means the earlier of the following
events: (a) the Employee's quitting, retiring, dying or being discharged, (b)
the completion of a period of 365 continuous days in which the Employee remains
absent from Service (with or without pay) for any reason other than quitting,
retiring, dying or being discharged, such as vacation, holiday, sickness,
disability, leave of absence, layoff or any other absence or (c) the second
anniversary of the commencement of a continuous period of absence occasioned by
the reason of the pregnancy of the Employee, the birth of a child of the
Employee, the placement of a child with the Employee in connection with the
adoption of the child by the Employee or the caring for the child for a period
commencing immediately after the child's birth or placement.

1.44 "SPONSOR" means Weatherford Enterra, Inc. or any
other business organization which assumes the primary responsibility for
maintaining this Plan with the consent of the last preceding Sponsor.

1.45 "TOP-HEAVY PLAN" means any plan which has been
determined to be top-heavy under the test described in Article VII of this
Plan.

1.46 "TRANSFERRED" means, when used with respect to an
Employee, the termination of employment with one Employer and the
contemporaneous commencement of employment with another Employer.

1.47 "TRUST" means the one or more trust estates created
to fund this Plan.

1.48 "TRUSTEE" means collectively one or more persons or
corporations with trust powers which have been appointed by the initial Sponsor
and have accepted

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<PAGE> 17
the duties of Trustee and any and all successor or successors appointed by the
Sponsor or successor Sponsor.

1.49 "TRUST FUND" means all of the trust estates
established under the terms of this Plan to fund this Plan, whether held to
fund a particular group of Accounts or held to fund all of the Accounts of
Members, collectively.

1.50 "VALUATION DATE" means the day or days each Plan
Year selected by the Committee on which the Trust Fund is to be valued which
cannot be less frequent than annual. One or more Accounts may have different
Valuation Dates from other Accounts. The Valuation Date must be announced to
all Members and shall remain the same until changed by the Committee and
announced to the Members. Until changed by the Committee, the Valuation Date
shall be the last day of March, June, September and December of each Plan Year.

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<PAGE> 18
ARTICLE II

ACTIVE SERVICE

2.1 WHEN ACTIVE SERVICE BEGINS. For purposes of
eligibility and vesting, Active Service begins when an Employee first performs
an Hour of Service for an Employer or an Affiliated Employer, or an employer
the stock or assets of which were or are acquired by an Employer or Affiliated
Employer without regard to whether a predecessor plan was maintained, limited
to five years of past service credit. Once an Employee has begun Active
Service for purposes of eligibility or vesting and Severs Service he shall
recommence Active Service for those purposes when he again performs an Hour of
Service for an Employer or an Affiliated Employer.

2.2 AGGREGATION OF SERVICE. When determining an
Employee's Active Service, all Periods of Service, whether or not completed
consecutively, shall be aggregated on a per day basis. For purposes of
eligibility and vesting, only full years of Active Service shall be counted.
In aggregating Active Service, 30 days shall be counted as one month and 12
months shall be counted as one year. No fractional years shall be counted for
purposes of eligibility or vesting.

2.3 ELIGIBILITY COMPUTATION PERIODS. For the purpose of
determining eligibility and vesting, the initial period shall begin on the day
the Employee first performs an Hour of Service simultaneously with Active
Service beginning and each future year shall begin on the anniversary of that
date.

2.4 PERIODS OF SERVICE OF LESS THAN ONE YEAR. If an
Employee performs an Hour of Service within 12 months after he Severs Service,
the intervening Period of Severance shall be counted as a Period of Service.

2.5 SERVICE PRIOR TO SEVERANCE. If the Employee was
covered by the Plan or a predecessor qualified plan, any Period of Service
occurring before the first Plan Year beginning after December 31, 1984 shall be
disregarded if that Service would have been disregarded under the rules
applicable to breaks in service at that time under the Plan or a predecessor
qualified plan prior to that date. Any Period of Service occurring during or
after the first Plan Year beginning after December 31, 1984 shall be governed
by the following rules. For Service prior to January 1, 1998, if an Employee
incurs a Period of Severance of one year or more, all Periods of Service prior
to that Period of Severance shall not be added to his Period of Service
following his Period of Severance until the Employee has completed a Period of
Service of one year or more after his return to Service. If an Employee Severs
Service at a time when he does not have any vested right to amounts credited to
his Employer Matching Contribution Account or Employer Bonus Matching Account
and the Period of Severance continues for a continuous period of five years or
more, the Period of Service completed by the Employee before the Period of
Severance shall not be taken into account if his Period of Severance equals or
exceeds his Period of Service, whether or not consecutive, completed before the
Period of Severance. In addition if a Member incurs a Period of Severance of
five consecutive years, the Members years of Credited

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Service for vesting completed after that Period of Severance shall be
disregarded in determining the Member's vested interest in that portion of his
Accounts derived from Employer contributions on his behalf prior to the Period
of Severance.

2.6 SERVICE AFTER SEVERANCE. If an Employee's Period of
Severance continues for a continuous period of five years or more, the Period
of Service completed by the Employee after that Period of Severance shall not
be taken into account in determining the Employee's vested interest in amounts
contributed to his Employer Matching Contribution Account, and earnings
thereon, attributable to Service before that Period of Severance.

2.7 PERIODS OF SEVERANCE DUE TO CHILD BIRTH OR ADOPTION.
If the period of time between the first anniversary of the first day of an
absence from Service by reason of the pregnancy of the Employee, the birth of a
child of the Employee, the placement of a child with the Employee in connection
with the adoption of the child by the Employee or for purposes for caring for
the child for a period beginning immediately following the birth or placement
and the second anniversary of the first day of the absence occurs during or
after the first Plan Year beginning after December 31, 1984, it shall neither
be counted as a Period of Service nor of Severance.

2.8 TRANSFERS. If an Employee of one Employer is
Transferred to the service of another Employer, his Active Service shall not be
interrupted and he shall continue to be in Active Service for purposes of
eligibility, vesting and allocation of Contributions and/or forfeitures. If an
Employee is transferred to the service of an Affiliated Employer that has not
adopted the Plan he shall not have Severed Service; however, even though he
shall continue to be in Active Service for eligibility and vesting purposes he
shall not receive any allocation of Contributions or forfeitures.

2.9 EMPLOYMENT RECORDS CONCLUSIVE. The employment
records of the Employer shall be conclusive for all determinations of Active
Service.

2.10 COVERAGE OF CERTAIN PREVIOUSLY EXCLUDED EMPLOYEES.
Any Employee who is no longer excludable under Section 1.20 or 3.1 shall
immediately become eligible for membership if he meets the eligibility
requirements. All his Service with the Employer or any Affiliated Employer
shall be counted as Active Service for eligibility and vesting purposes.

2.11 MILITARY SERVICE. A Member who leaves the employ of
an Employer to enter the armed services of the United States shall not be
deemed to have broken his continuous employment if he returns to employment
with an Employer within 90 days after his separation from military service
without employment elsewhere. The Member, however, shall be awarded Active
Service for eligibility and vesting purposes but only such Active Service as is
required by law for an allocation of Contributions and/or forfeitures.

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<PAGE> 20
ARTICLE III

ELIGIBILITY RULES

3.1 ELIGIBILITY REQUIREMENTS. Each Employee shall be
eligible to participate in this Plan beginning on the later of (a) the
effective date of the adoption of this Plan by the Employer or (b) the first
day of the first month which occurs with or next follows (i) the date the
Employee completes one year of Active Service, prior to January 1, 1993, or
(ii) the date the Employee completes an Hour of Service, on and after January
1, 1993. However, no Employee shall be eligible to participate in this Plan
for purposes of sharing in Employer Matching Contributions or Employer
Discretionary Contributions until the first day of the first month which occurs
with or next follows the date he completes one year of Active Service.
Employees who are included in a unit of Employees covered by a collective
bargaining agreement between the Employees' representative and the Employer,
shall be excluded, even if they have met the requirements for eligibility, if
there has been good faith bargaining between the Employer and the Employees'
representative pertaining to retirement benefits and the agreement does not
require the Employer to include such Employees in this Plan. In addition, any
Employee who is a non-resident alien with no United States source income or an
individual participating in a retirement plan maintained by the Employer or an
Affiliated Employer outside the United States shall likewise be ineligible to
participate in the Plan. Finally, all employees of Enterra Corporation or any
of its affiliated corporations who become Employees of an Employer pursuant to
the merger between Enterra Corporation and the Sponsor shall be excluded from
the Plan until such date the Sponsor elects to cover them under the terms of
the Plan.

3.2 ELIGIBILITY UPON REEMPLOYMENT. If an Employee
Severs Service with the Employer for any reason after fulfilling the
eligibility requirements but prior to the date he initially begins
participating in the Plan, the Employee shall be eligible to begin
participation in this Plan on the day he first completes an Hour of Service
upon his return to employment with an Employer. Once an Employee has become
eligible to be a Member, his eligibility shall continue until he Severs
Service. A former Member shall be eligible to recommence participation in this
Plan on the first day he completes an Hour of Service upon his return to
employment with an Employer.

3.3 FROZEN PARTICIPATION. An Employee employed by an
Affiliated Employer, which has not adopted this Plan, cannot actively
participate in this Plan even though he accrues Active Service. Likewise, if
an Employee: (a) is transferred from an Employer to an Affiliated Employer
which has not adopted this Plan, (b) is a Member of this Plan when he is
excluded under the provisions of a collective bargaining agreement, (c) is a
non-resident alien with no United States source income, (d) participates in a
retirement plan maintained by the Employer or an Affiliated Employer outside
the United States, or (e) is a Member of the Plan when he is employed outside
the United States and is not designated by the Committee to continue to be
eligible to participate, his participation becomes inactive. Under these
circumstances, the Member's Account becomes frozen: he cannot contribute to
the Plan nor can he share in the allocation of any Employer Contribution or
forfeitures for the period after he is

III-1
<PAGE> 21
transferred. However, his Accounts shall continue to share in any appreciation
or depreciation of the Trust Fund and in any income earned or losses incurred
by the Trust Fund during the period of time that he is employed by an
Affiliated Employer which has not adopted this Plan, or is excluded from
participation under any of the other exclusions set out in Section 1.20 or 3.1.

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<PAGE> 22
ARTICLE IV

CONTRIBUTIONS

4.1 EMPLOYEE AFTER TAX CONTRIBUTIONS. The Committee may
permit Employee After-Tax Contributions to be made by Members from time to
time. If the Committee permits Contributions by Members, the opportunity must
be made available to all Members on a nondiscriminatory basis. If the
Committee decides to stop all Contributions by Members, the Contributions to
the effective date of the announcement shall be retained in the Trust Fund
subject to the right of withdrawal described under this Plan.

Employee After-Tax Contributions are limited to an amount
which when added to the Member's previous Contributions to this Plan and to
contemporaneous and previous contributions made to any other plan qualified
under Section 401 of the Code shall meet the Contribution Percentage test as
described in Section 401(m) of the Code.

Changes in the rate of Employee After-Tax Contributions and
suspension of those Contributions shall be permitted under any uniform method
determined from time to time by the Committee.

4.2 ROLLOVER CONTRIBUTIONS AND PLAN TO PLAN TRANSFERS.
The Committee may permit Rollover Contributions by Members and/or direct
transfers to or from another qualified plan on behalf of Members from time to
time. If Rollover Contributions and/or direct transfers to or from another
qualified plan are permitted, the opportunity to make those Contributions must
be made available to all Members on a nondiscriminatory basis. For this
purpose, all Employees of an Employer shall be considered to be Members of the
Plan even though they may not have met the eligibility requirements. However,
they shall not be entitled to contribute to the Plan, share in Employer
Contributions or share in forfeitures unless and until they have met the
requirements for eligibility, Contributions and allocations.

A Rollover Contribution shall not be accepted unless it is
made on or before the 60th day after the Member received the distribution and
it met one of the following requirements: (a) the distribution, when made from
a qualified employee plan, must have met the requirements of a lump sum
distribution, or (b) it was part or all of a distribution which was made within
one taxable year of the Member because of the termination of a qualified plan
or a complete discontinuance of contributions. A complete discontinuance of
contributions occurs, for this purpose, on the day the Internal Revenue Service
is notified that all contributions to the plan have been completely
discontinued. A direct transfer of assets from another qualified plan shall
not be accepted if it was at any time part of (a) a defined benefit plan (as
defined in Section 401(a) or 414(j) of the Code), (b) a defined contribution
plan (as defined in Sections 401(a) and 414(i) of the Code) which is subject to
the minimum funding standards of Section 412 of the Code, or (c) any other
qualified plan which has joint and survivor annuity benefits or qualified
preretirement survivor annuity benefits as

IV-1
<PAGE> 23
described in Section 417 of the Code, or (d) which would require a distribution
or withdrawal in a form not permitted under this Plan.

Rollover Contributions shall have no effect upon the amount
permitted to be allocated to a Member's Account under Section 415 of the Code
or the amount contributed to the Plan by a Member under Section 4.1.

4.3 EMPLOYER CONTRIBUTIONS. Each Employer shall
contribute for each Plan Year the following amounts:

(a) an amount, which when added to previously unapplied
and unallocated forfeitures, shall equal the amounts which have been
forfeited by Members who have become entitled to have their forfeited
amounts restored;

(b) an amount equal to the value of all forfeited
benefits for Members who formerly could not be located, upon receipt
of claims by those Members;

(c) an amount which is equal to the amount, if any,
necessary to fulfill the Top-Heavy Plan requirements found in Article
VII if the Plan is determined to be a Top-Heavy Plan;

(d) the amount by which the Member's Considered
Compensation is reduced as a result of a salary deferral agreement,
not to exceed 16% of the amount of the Member's Considered
Compensation for the Plan Year, less the amount of the Member's
Employee After Tax Contribution, if any, as set by the Committee from
time to time in a nondiscriminatory manner and announced to the
Members;

(e) an amount, in cash or in common stock of the Sponsor
(the number of shares to be determined using the closing sales price
on the business day preceding the day of the contribution), at the
sole discretion of the Board of Directors, equal to 50% of the Salary
Deferral Contribution made by each Member after the date he completes
one year of Active Service, but not more than 6% of the Member's
Considered Compensation; provided, however, for this purpose,
Considered Compensation shall be determined by excluding all of the
items set forth in the second sentence of Section 1.15.

(f) an amount, if any, in cash or in common stock of the
Sponsor (the number of shares to be determined using the closing sales
price on the business day preceding the day of the contribution), at
the sole discretion of the Board of Directors, which is designated by
the Board of Directors to be the Employer Discretionary Contribution
for the Plan Year; and

IV-2
<PAGE> 24
(g) an amount determined by the Sponsor if at any time it
discovers one or more Employees have been erroneously excluded from
participation or a clerical error has caused one or more Members to
not be credited with his or their proper allocation of Employer
Contributions. The amount of the contribution will equal (i) the
average deferral percentage for the employee's compensation group
(either highly compensated or nonhighly compensated), (ii) an amount
that would have been allocated to such excluded Employee or Member as
a matching contribution based on the amount contributed in (i) above
if such contribution was otherwise made, and (iii) an amount that
would have been allocated to such excluded Employee or Member as an
Employer Discretionary Contribution, if such a contribution was
otherwise made. Any amount contributed under (i) of this provision
will be deemed a "qualified nonelective contribution" under Section
1.401(k)-1(g)(7) of the Regulations and is subject to all conditions
required by the Regulations in order for them to be used in the Actual
Deferral Percentage test. Amounts contributed under (ii) and (iii) of
this provision are subject to the vesting schedule set forth in
Section 6.5.

Employer Matching Contributions shall not be made with respect
to amounts that must be distributed because of Code Sections 401(m), 401(k) or
402(g). If inadvertent Employer Matching Contributions are made on amounts
that must be distributed, that excess amount shall be forfeited and be used to
reduce future Employer Contributions.

The election to have Salary Deferral Contributions made, the
ability to change the rate of Salary Deferral Contributions, the ability to
limit Salary Deferral Contributions (and After-Tax Contributions) the right to
suspend Salary Deferral Contributions, and the manner of commencing new Salary
Deferral Contributions shall be permitted under any uniform method determined
from time to time by the Committee.

In addition, the amount of the Employer's Contributions
described above cannot exceed the lesser of: (a) a sum equal to 15% of the
total Annual Compensation paid during its taxable year ending with or within
the Plan Year to all Members plus the maximum amount deductible under the
"carryover" provisions of the Code which relate to contributions in previous
years of less than the maximum amount deductible or (b) the sum which may be
allocated to the Members' Accounts without violating the limitations of Section
415 of the Code.

4.4 LIMIT ON SALARY DEFERRAL CONTRIBUTIONS. The maximum
Salary Deferral Contribution that a Member may elect to have made on his behalf
during the Member's taxable year may not, when added to the amounts deferred
under other plans or arrangements described in Sections 401(k), 408(k) and
403(b) of the Code exceed $7,000.00 (as adjusted by the Secretary of Treasury).
If this dollar limitation is exceeded during any taxable year of the Member,
the excess of the amounts deferred on behalf of the Member under plans or
arrangements described in Sections 401(k), 408(k) and 403(b) of the Code during
the Member's taxable year over the dollar

IV-3
<PAGE> 25
limitation (the "Excess Deferral") as adjusted by any earnings or losses
thereon will be distributed to the Member no later than April 15 following the
Member's taxable year in which the Excess Deferral was made.

The income allocable to Excess Deferrals for the taxable year
of the Member shall be determined by multiplying the income for the taxable
year of the Member allocable to Salary Deferral Contributions by a fraction.
The numerator of the fraction is the amount of Excess Deferrals made on behalf
of the Member for the taxable year. The denominator of the fraction is the
Member's total Salary Deferral Account balance as of the beginning of the
taxable year plus the Member's Salary Deferral Contributions for the taxable
year.

For purposes of applying the requirements of Section 4.5 and
Article VII, Excess Deferrals shall not be disregarded merely because they are
Excess Deferrals or because they are distributed in accordance with this
Section. However, Excess Deferrals made to the Plan on behalf of Non-Highly
Compensated Employees are not to be taken into account under Section 4.5.

4.5 ACTUAL DEFERRAL PERCENTAGE FOR HIGHLY COMPENSATED
EMPLOYEES. The Actual Deferral Percentage for Highly Compensated Employees
for any Plan Year must bear a relationship to the Actual Deferral Percentage
for all other eligible Employees for the Plan Year which meets either of the
following tests:

(a) The Actual Deferral Percentage of the Highly
Compensated Employees is not more than the Actual Deferral Percentage
of all other eligible Employees multiplied by 1.25; or

(b) The excess of the Actual Deferral Percentage of the
Highly Compensated Employees over that of all other eligible Employees
is not more than two percentage points, and the Actual Deferral
Percentage of the Highly Compensated Employees is not more than the
Actual Deferral Percentage of all other eligible Employees multiplied
by two.

For purposes of this test an eligible Employee is an Employee who is directly
or indirectly eligible to make Salary Deferral Contributions for all or part of
the Plan Year. A person who is suspended from making Salary Deferral
Contributions because he has made a withdrawal is an eligible Employee. If no
Salary Deferral Contributions are made for an eligible Employee, the Actual
Deferral Ratio that shall be included for him in determining the Actual
Deferral Percentage is zero. If this Plan and any other plan or plans which
include cash or deferred arrangements are considered as one plan for purposes
of Section 401(a)(4) or 410(b) of the Code, the cash or deferred arrangements
included in this Plan and the other plans shall be treated as one plan for
these tests. If any Highly Compensated Employee is a Member of this Plan and
any other cash or deferred arrangements of the Employer, when determining the
deferral percentage of the Employee, all of the cash or deferred arrangements
are treated as one.

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<PAGE> 26
As soon as practicable after the close of each Plan Year, the
Committee shall determine whether the Actual Deferral Percentage for the Highly
Compensated Employees would exceed the limitation. If the limitation would be
exceeded for a Plan Year, before the close of the following Plan Year (a) the
amount of Excess 401(k) Contributions for that Plan Year (and any income
allocable to those Contributions as calculated in the specific manner required
by Section 4.9) shall be distributed, or (b) to the extent provided in
regulations issued by the Secretary of the Treasury, and permitted by the
Committee, the Employee may elect to treat the amount of the Excess 401(k)
Contributions as an amount distributed to the Employee and then contributed by
the Employee to the Plan as an Employee After-Tax Contribution, provided the
recharacterized amounts shall remain subject to the same rules and restrictions
to which the Salary Deferral Contributions are subjected, or (c) the Employer
may make an Employer contribution which it elects to have treated as a Section
401(k) Contribution and allocated only to those Members who are Non-Highly
Compensated Employees employed on the last day of the Plan Year. If the
Employer makes an Employer Contribution that it elects to have treated as a
Section 401(k) Contribution, the Contribution will be in an amount necessary to
satisfy the Actual Deferral Percentage Test and will be allocated first to
those Non-Highly Compensated Employees who had the lowest Actual Deferral
Ratio. The Excess 401(k) Contributions of Highly Compensated Employees will
not be recharacterized to the extent that the recharacterized amounts would
exceed the Contribution Percentage as determined prior to applying the
Contribution Percentage limitations. Excess 401(k) Contributions may not be
recharacterized after 2 1/2 months after the close of the Plan Year to which
the recharacterization relates. The amount of recharacterized Excess 401(k)
Contributions, in combination with Employee After Tax Contributions actually
made by the Member, may not exceed the maximum amount of Employee After Tax
Contributions (determined without regard to Section 4.7) that the Member could
have made under the provisions of the Plan in effect on the first day of the
Plan Year in the absence of recharacterization. Any distributions of the
Excess 401(k) Contributions for any Plan Year are to be made to Highly
Compensated Employees on the basis of the respective portions of the Excess
401(k) Contributions attributable to each of them. The amount of Excess 401(k)
Contributions to be distributed or recharacterized for any Plan Year must be
reduced by any excess Salary Deferral Contributions previously distributed for
the taxable year ending in the same Plan Year.

The Actual Deferral Percentages are to be calculated, and the
provisions of this section are to be applied, separately for each Employer
which constitutes a separate controlled group or affiliated service group.

Failure to correct Excess 401(k) Contributions by the close of
the Plan Year following the Plan Year for which they were made will cause the
Plan's cash or deferred arrangement to be disqualified for the Plan Year for
which the Excess 401(k) Contributions were made and for all subsequent years
they remain in the Trust. Also, the Employer will be liable for a 10% excise
tax on the amount of Excess 401(k) Contributions unless they are corrected
within 2 1/2 months after the close of the Plan Year for which they were made.

IV-5
<PAGE> 27
4.6 SPECIAL ACTUAL DEFERRAL PERCENTAGE RULES FOR FAMILY
MEMBERS. If a Member is a Highly Compensated Employee and a Family Member, the
combined Actual Deferral Ratio for the family group (which is treated as one
Highly Compensated Employee) must be determined by combining the Section 401(k)
Contributions and Annual Compensation of all the eligible Family Members. If
an Employee is required to be aggregated as a member of more than one family
group in the Plan, all eligible Employees who are members of those family
groups that include that Employee are aggregated as one family group. The
correction of Excess 401(k) Contributions of a Highly Compensated Employee
whose Actual Deferral Ratio is determined under the family aggregation rules is
accomplished by reducing the Actual Deferral Ratio and allocating the Excess
401(k) Contributions for the family group among the Family Members in
proportion to the Section 401(k) Contributions of each Family Member that is
combined to determine the Actual Deferral Ratio. These family aggregation
rules do not apply to Non-Highly Compensated Employees.

4.7 CONTRIBUTION PERCENTAGE FOR ELIGIBLE HIGHLY
COMPENSATED EMPLOYEES. The Contribution Percentage for eligible Highly
Compensated Employees for any Plan year must not exceed the greater of the
following:

(a) The Contribution Percentage for all other eligible
Employees multiplied by 1.25; or

(b) The lesser of the Contribution Percentage for all
other eligible Employees multiplied by two, or the Contribution
Percentage for all other eligible Employees plus two percentage
points.

For purposes of this test an eligible Employee is an Employee who is directly
or indirectly eligible to make Employee After Tax Contributions or to receive
an allocation of Employer Matching Contributions under the Plan for all or part
of the Plan Year. A person who is suspended from making Employee After Tax
Contributions because he has made a withdrawal is an eligible Employee. If no
Section 401(m) Contributions are made on behalf of an eligible Employee the
Actual Contribution Ratio that shall be included for him in determining the
Contribution Percentage is zero. If this Plan and any other plan or plans to
which Section 401(m) Contributions are made are considered as one plan for
purposes of Section 401(a)(4) or 410(b) of the Code, this Plan and those plans
are to be treated as one. If any Highly Compensated Employee is a participant
in this Plan and any other plans of the Employer, all Section 401(m)
Contributions are to be aggregated.

If the limitation would be exceeded for any Plan Year, before
the close of the following Plan Year (a) the amount of the Excess Aggregate
401(m) Contributions for that Plan Year (and any income allocable to those
Contributions as calculated in the specific manner required by the applicable
Regulations) shall be distributed, or, if those amounts are forfeitable, they
shall be forfeited, or (b) the Employer may make an Employer contribution which
it elects to have treated as a Section 401(m) Contribution and allocated only
to those Members who are Non-Highly Compensated Employees employed on the last
day of the Plan Year. If the Employer makes an Employer Contribution that it
elects to have treated as a Section 401(m) Contribution, the

IV-6
<PAGE> 28
Contribution shall be in an amount necessary to satisfy the Contribution
Percentage test, shall be allocated first to those Non-Highly Compensated
Employees who had the lowest Actual Contribution Ratios, and shall be fully
vested at all times. Any distributions of the Excess Aggregate 401(m)
Contributions for any Plan Year are to be made to Highly Compensated Employees
on the basis of the respective portions of the amounts attributable to each of
them. Forfeitures of Excess Aggregate 401(m) Contributions may not be
allocated to Members whose contributions are reduced under this Section.

The Contribution Percentage shall be calculated, and the
provisions of this section applied, separately for each Employer which
constitutes a separate controlled group or affiliated service group.

Failure to correct Excess Aggregate 401(m) Contributions by
the close of the Plan Year following the Plan Year for which they were made
will cause the Plan to fail to be qualified for the Plan Year for which the
Excess Aggregate 401(m) Contributions were made and for all subsequent years
they remain in the Trust. Also, the Employer will be liable for a 10% excise
tax on the amount of Excess Aggregate 401(m) Contributions unless they are
corrected within 2 1/2 months after the close of the Plan Year for which they
were made.

4.8 SPECIAL CONTRIBUTION PERCENTAGE RULES FOR FAMILY
MEMBERS. If a Member is a Highly Compensated Employee and a Family Member, the
combined Actual Contribution Ratio for the family group (which is treated as
one Highly Compensated Employee) must be determined by combining the Section
401(m) Contributions and Annual Compensation of all the eligible Family
Members. If an Employee is required to be aggregated as a member of more than
one family group in the Plan, all eligible Employees who are members of those
family groups that include that Employee are aggregated as one family group.
The correction of Excess 401(m) Contributions of a Highly Compensated Employee
whose Actual Contribution Ratio is determined under the family aggregation
rules is accomplished by reducing the Actual Contribution Ratio and allocating
the Excess Aggregate 401(m) Contributions for the family group among the Family
Members in proportion to the Section 401(m) Contributions of each Family Member
that is combined to determine the Actual Contribution Ratio. The family
aggregation rules do not apply to Non-Highly Compensated Employees.

4.9 DISTRIBUTIONS OF INCOME ALLOCABLE TO EXCESS 401(k)
CONTRIBUTIONS AND EXCESS AGGREGATE 401(m) CONTRIBUTIONS. The income allocable
to Excess 401(k) Contributions for the Plan Year shall be determined by
multiplying the income for the Plan Year allocable to Section 401(k)
Contributions by a fraction. The numerator of the fraction is the amount of
Excess 401(k) Contributions made on behalf of the Member for the Plan Year.
The denominator of the fraction is the Member's total Account balance
attributable to Section 401(k) Contributions as of the beginning of the Plan
Year plus the Member's Section 401(k) Contributions for the Plan Year. The
income allocable to Excess Aggregate 401(m) Contributions for a Plan Year shall
be determined by multiplying the income for the Plan Year allocable to Section
401(m) Contributions by a fraction. The numerator of the fraction is the
amount of Excess

IV-7
<PAGE> 29
Aggregate 401(m) Contributions made on behalf of the Member for the Plan Year.
The denominator of the fraction is the Member's total Account balance
attributable to Section 401(m) Contributions as of the beginning of the Plan
Year plus the Member's Section 401(m) Contributions for the Plan Year.

4.10 ADDITIONAL REQUIRED TEST IF ALTERNATIVE COMPLIANCE IS
USED. If the second alternative permitted in Sections 4.5 and 4.7 is used for
both the Actual Deferral Percentage test and the Contribution Percentage test
the following additional limitation on Salary Deferral Contributions shall
apply. The Actual Deferral Percentage plus the Contribution Percentage of the
eligible Highly Compensated Employees cannot exceed the greater of (a) or (b).

(a) is the sum of:

(i) 1.25 times the greater of the Actual Deferral
Percentage or the Contribution Percentage of the eligible
Non-Highly Compensated Employees, and

(ii) the lesser of (x) two percentage points plus
the lesser of the Actual Deferral Percentage or the
Contribution Percentage of the eligible Non-Highly Compensated
Employees or (y) two times the lesser of the Actual Deferral
Percentage or the Contribution Percentage of the group of
eligible Non-Highly Compensated Employees.

(b) is the sum of:

(i) 1.25 times the lesser of the Actual Deferral
Percentage or the Contribution Percentage of the eligible
Non-Highly Compensated Employees, and

(ii) the lesser of (x) two percentage points plus
the greater of the Actual Deferral Percentage or the
Contribution Percentage of the eligible Non-Highly Compensated
Employees or (y) two times the greater of the Actual Deferral
Percentage or the Contribution Percentage of the group of
eligible Non-Highly Compensated Employees.

If the limitation would be exceeded for any Plan Year, before
the close of the following Plan Year the Actual Deferral Percentage of the
eligible Highly Compensated Employees shall be reduced by distributions of
Salary Deferral Contributions made in the manner described for Excess 401(k)
Contributions and Regulation Section 1.401(k)-1(f)(2). These distributions
shall be in addition to and not in lieu of distributions required for Excess
401(k) Contributions and Excess Aggregate 401(m) Contributions.

4.11 EMPLOYEE AFTER TAX CONTRIBUTIONS AND SALARY DEFERRAL
CONTRIBUTIONS. The Employee After Tax Contributions and the Salary Deferral

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<PAGE> 30
Contributions are to be paid to the Trustee in installments. The installment
for each payroll period is to be paid as of the end of the payroll period and
shall be paid as soon as administratively feasible but in any event not later
than the time prescribed by law for filing the Employer's federal income tax
return (including extensions) for its taxable year which ends with or next
follows the end of the Plan Year for which the Contribution is to be made, and
shall be in an amount equal to the amount by which all Members' Considered
Compensation was reduced for the period. The Employer's Contribution for a
Plan Year must be paid into the Trust Fund in one or more installments not
later than the time prescribed by law for filing the Employer's federal income
tax return (including extensions) for its taxable year for which it is to take
the deduction. If the Contribution is paid after the last day of the
Employer's taxable year but prior to the date it files its tax return
(including extensions), it shall be treated as being received by the Trustee on
the last day of the taxable year if (a) the Employer notifies the Trustee in
writing that the payment is being made for that taxable year or (b) the
Employer claims the Contribution as a deduction on its federal income tax
return for the taxable year.

4.12 RETURN OF CONTRIBUTIONS FOR MISTAKE, DISQUALIFICATION
OR DISALLOWANCE OF DEDUCTION. Subject to the limitations of Section 415 of the
Code, the assets of the Trust shall not revert to any Employer or be used for
any purpose other than the exclusive benefit of the Members and their
Beneficiaries and the reasonable expenses of administering the Plan except:

(a) any Contribution made because of a mistake of fact
shall be repaid to the Employer within one year after the payment of
the Contribution;

(b) any Contribution conditioned upon the Plan's initial
qualification under Section 401 of the Code or the initial
qualification of an Employer's adoption of the Plan, if later, shall
be repaid to the Employer within one year after the date of denial of
the initial qualification of the Plan or of its adoption by the
Employer; and

(c) any and all Employer Contributions are conditioned
upon their deductibility under Section 404 of the Code; therefore, to
the extent the deduction is disallowed, the Contributions shall be
repaid to the Employer within one year after the disallowance.

The Employer has the exclusive right to determine if a
Contribution or any part of it is to be repaid or is to remain as a part of the
Trust Fund except that the amount to be repaid is limited, if the Contribution
is made by mistake of fact or if the deduction for the Contribution is
disallowed, to the excess of the amount contributed over the amount that would
have been contributed had there been no mistake or over the amount disallowed.
Earnings which are attributable to any excess contribution cannot be repaid.
Losses attributable to an excess contribution must reduce the amount that may
be repaid. All repayments of mistaken Contributions or Contributions which are
disallowed are limited so that the balance in a Member's Account cannot be
reduced to less than the balance that would have been in the

IV-9
<PAGE> 31
Member's Account had the mistaken amount or the amount disallowed never been
contributed.

IV-10
<PAGE> 32
ARTICLE V

PARTICIPATION

5.1 ALLOCATION OF EMPLOYEE CONTRIBUTIONS. The Committee
shall allocate each Member's Employee After Tax Contributions and the Salary
Deferral Contributions made on his behalf to his Employee After Tax
Contribution Account and his Salary Deferral Contribution Account,
respectively, as of the date they are contributed.

5.2 ALLOCATION OF ROLLOVER CONTRIBUTIONS. If Rollover
Contributions are permitted, the Committee shall allocate each Member's
Rollover Contribution to his Rollover Account as of the date it is contributed.

5.3 ALLOCATION OF EMPLOYER CONTRIBUTIONS. Effective on
and after January 1, 1993, as of the end of each Plan Year, the Committee
shall:

(a) allocate the Employer Contribution, if any, which is
required to restore the nonvested portion of the Employer Accounts of
Members who had previously forfeited that nonvested portion on the
date they terminated employment but who qualified for the restoration
of that amount during the Plan Year;

(b) allocate the Employer Contribution, if any, which is
required to restore the Accounts of those Members whose distributions
were forfeited because of the Committee's inability to contact the
Members previously but who have filed a claim for their Accounts
during the Plan Year;

(c) allocate the Employer Contribution, if any, which is
necessary to fulfill the Top-Heavy Plan requirements found in Article
VII if the Plan is determined to be a Top-Heavy Plan;

(d) allocate the Employer Discretionary Contribution, if
any, among the Members who have completed one year of Active Service
and who are employed by one of the Employers or Affiliated Employers
at the end of the Plan Year and are employed at the time that the
contribution is made based upon each Member's Considered Compensation
paid by the Employer as compared to the Considered Compensation of all
Members employed by the Employer or Affiliated Employer and eligible
for the allocation; provided, however, for this purpose, (a)
Considered Compensation shall be each Member's annualized Considered
Compensation as determined on the date for which the Employer
Discretionary Contribution is actually contributed to the Plan, and
(b) Considered Compensation shall be determined by excluding all of
the items set forth in the second sentence of Section 1.15.

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<PAGE> 33
(e) allocate the Employer Contribution, if any, made on
behalf of any one or more Members to correct an error as to
qualification for participation or in Contributions, allocations or
distributions to the persons concerned and in the amount necessary to
correct the error.

As of the end of each month the Committee shall allocate the
Employer Matching Contributions made on behalf of each Member who has completed
one year of Active Service to his Employer Matching Account.

If a Member has been Transferred during the Plan Year, the
Member shall be entitled to have allocated to him a portion of the Employer
Matching Contribution based upon his Salary Deferral Contributions made while
he was an Employee of each Employer and the Employer Discretionary Contribution
based upon his Considered Compensation for the Plan Year earned from all of the
Employers for which an Employer Discretionary Contribution was made.

5.4 FORFEITURE ON TERMINATION OF PARTICIPATION. If as a
result of terminating his participation in the Plan a former Member receives a
distribution of his entire vested interest in his Accounts, the nonvested
amount in his Accounts is immediately forfeited. However, if the Member is
reemployed, all of his Accounts containing Employer Contributions (unadjusted
for subsequent gains or losses) shall be restored if he repays to the Trustee
that portion of the distribution which was derived from Employer Contributions
within five years of the date of distribution.

If a former Member who has a vested interest in his Accounts
containing Employer Contributions received no distribution as a result of his
termination of participation in the Plan, the nonvested amount in his Account
is immediately forfeited after the Member incurs five consecutive one year
Periods of Severance. A Member who received no distribution of Employer
Contributions because he had no vested interest shall be treated as if he
received a distribution of his entire vested interest and as if his entire
vested interest was $5,000.00 or less. If that Member is reemployed within
five years of the date of the deemed distribution to him, he shall be treated
as having repaid the full amount of that distribution on the date he is
reemployed, and all of his Accounts containing Employer Contributions
(unadjusted for subsequent gains or losses) shall be restored.

A distribution shall be treated as if it were made as a result
of termination of participation in the Plan if it is made not later than the
end of the second Plan Year following the Plan Year in which the Member's
termination occurs. At the time a forfeiture occurs, the amount forfeited
shall first be used to reinstate any Account required to be reinstated under
this Section and any remaining amount shall be used to reduce future Employer
Matching Contributions.

5.5 LIMITATION ON ALLOCATION. Under no circumstances
shall the Annual Additions to an individual Member's Account in any Plan Year
exceed the lesser of (a) $30,000.00 or, if greater, 25% of the dollar
limitation in effect under Section 415(b)(1)(A) of the Code, or (b) 25% of the
Annual Compensation paid or made available to the Member.

V-2
<PAGE> 34
If the Employer maintains a defined benefit plan in which the
Member participates, the sum of the following described defined benefit
fraction and defined contribution fraction for the Plan Year cannot exceed one.
The defined benefit fraction to be used is a fraction, in which the numerator
is the Member's projected annual benefit under the plan computed as of the end
of the Plan Year and in which the denominator is the lesser of: (a) the
product of 1.25 multiplied by the dollar limitation then in effect under
Section 415(b)(1)(A) of the Code for that Plan Year or (b) the product of 1.40
multiplied by the amount which may be taken into account under Section
415(b)(1)(B) of the Code with respect to the Member for the Plan Year. The
defined contribution fraction to be used is a fraction in which the numerator
is the sum of the annual additions to the Member's accounts determined for the
Plan Year and for each prior Plan Year and in which the denominator is the sum
of the lesser of the following amounts determined for the Plan Year and for
each prior Plan Year that the Member was employed by the Employer: (a) the
product of 1.25 multiplied by the dollar limitation then in effect under
Section 415(c)(1)(A) of the Code for that Plan Year, determined without regard
to subsection (c)(6), and (b) the product of 1.40 multiplied by the amount
which can be taken into account under Section 415(c)(1)(B) of the Code with
respect to the Member for the Plan Year. If the sum of the two fractions
exceeds one, the Member's projected annual benefit under the defined benefit
plan shall be reduced until the sum equals one.

The limitation year for Section 415 shall be the Plan Year
unless the Employer affirmatively, by resolution, designates another limitation
year. In that event, the different limitation year shall be used instead of
the Plan Year in applying the tests.

In order to compute the defined benefit fraction and the
defined contribution fraction, all defined contribution plans (whether
terminated or not) of the Employer shall be treated as one defined contribution
plan and all defined benefit plans (whether terminated or not) of the Employer
shall be treated as one defined benefit plan.

If the Employer has Affiliated Employers, the Employer and all
Affiliated Employers shall be considered a single employer in applying the
limitations described in this Section. For this purpose, the term Affiliated
Employer shall be modified in accordance with Section 415(h) of the Code.

No Employee or Employer Contributions shall be made to this
Plan which cannot be allocated to the Accounts of Members without exceeding the
limits of Section 415 of the Code.

If despite this prohibition, an amount in excess of the limits
of Section 415 of the Code is held or contributed as a result of the allocation
of forfeitures, reasonable error in estimating a Member's Annual Compensation,
reasonable error in calculating the maximum Salary Deferral Contribution that
may be made with respect to a Member under Section 415 of the Code or because
of other facts and circumstances which the Commissioner of Internal Revenue
finds to be justified, the excess shall be reduced as follows:

V-3
<PAGE> 35
(a) first, all Employee After Tax Contributions and
Salary Deferral Contributions in excess of the limits of Section 415
of the Code shall be returned to the Member;

(b) second, if the Member is still employed by the
Employer at the end of the Plan Year, any remaining excess funds shall
be placed in an unallocated suspense account to be applied to reduce
future Employer Contributions for that Member for as many Plan Years
as are necessary to exhaust the suspense account in keeping with the
amounts which would otherwise be allocated to that Member's Account;
and

(c) third, if the Member is not employed by the Employer
at the end of the Plan Year, the remaining excess funds shall be
placed in an unallocated suspense account to reduce future Employer
Contributions for all remaining Members for as many Plan Years as are
necessary to exhaust the suspense account.

If the Plan terminates prior to the exhaustion of the suspense
account, the remaining amount shall revert to the Employer.

5.6 VALUATION OF TRUST FUND. The Trustee shall value the
Trust Fund on its Valuation Date at its then fair market value, but without
regard to any Contributions made to the Plan after the preceding Valuation
Date, shall determine the amount of income earned or losses suffered by the
Trust Fund on an accrual basis and shall determine the appreciation or
depreciation of the Trust Fund since the preceding Valuation Date. The
Committee shall separate the Trust Fund into the various investment funds or
accounts in which it is held, if more than one, and shall then allocate as of
the Valuation Date the income earned and losses suffered and the appreciation
or depreciation in the assets of the Trust Fund for the period since the last
preceding Valuation Date. The allocation shall be among the Members and former
Members who have undistributed Account balances based upon their Account
balances in each of the various investment funds or accounts, if more than one,
as of the last Valuation Date reduced, as appropriate, by amounts used from the
investment fund or account or Trust to make a withdrawal or distribution or any
other transaction which is properly chargeable to the Member's Account during
the period since the last Valuation Date, and increased by the amounts credited
to such Accounts during the two months immediately following the last Valuation
Date. The Committee, by resolution, may elect in lieu of the allocation method
described above to use a unit allocation method, a separate account method or
any other equitable method if it announces the method of allocation to the
Members prior to the beginning of the period during which it is first used.

5.7 INTERIM VALUATION OF TRUST FUND. If at any time in
the interval between Valuation Dates, one or more withdrawals or one or more
distributions are to be made and the Committee determines that an interim
allocation is necessary to prevent discrimination against those Members and
former Members who are not receiving funds, the Trustee is to perform a
valuation of a portion or all of the Trust Fund as of a date selected by the
Committee which is administratively practical and

V-4
<PAGE> 36
near the date of withdrawals or distributions in the same manner as it would if
it were a scheduled Valuation Date. That date may be before or after any
particular distribution or withdrawal. The Committee shall then allocate as of
that date any income or loss and any appreciation or depreciation to the
various Accounts of each of the Members in the same manner as it would if it
were a scheduled Valuation Date. Then without regard to the language in
Section 6.1, all withdrawals, distributions or additions made after that date
and prior to the next Valuation Date, even though the event causing it occurred
earlier, shall be based upon the Accounts as adjusted by the interim valuation.

5.8 MAINTENANCE OF INVESTMENT FUNDS. The Committee may:
(a) maintain commingled and/or separate Trusts for all or a portion of Employee
After Tax Contributions, Salary Deferral Contributions, Employer Matching
Contributions, Employer Discretionary Contributions, and/or Rollover
Contributions for some or all Members, (b) establish separate investment funds
which may be elected by some or all Members for all or a portion of their
Employee After Tax Contributions, Salary Deferral Contributions, Employer
Matching Contributions, Employer Discretionary Contributions, and/or Rollover
Contributions, (c) permit some or all individual Members to elect their own
investments for all or a portion of their Employee After Tax Contributions,
Salary Deferral Contributions, Employer Matching Contributions, Employer
Discretionary Contributions, and/or Rollover Contributions, or (d) permit a
combination of (a), (b) and (c), from time to time. Once the Committee has
selected or changed the mode of investments, it shall establish rules
pertaining to its administration, including but not limited to: selection of
forms, rules for making selections effective, establishing the frequency of
permitted changes, the minimum percentage in any investment, and all other
necessary or appropriate regulations.

The Committee may direct the Trustee to hold funds in cash or
near money awaiting investment or to sell assets and hold the proceeds in cash
or near money awaiting reinvestment when establishing, using or changing
investment modes. For this purpose the funds may be held in cash or invested
in short-term investments such as certificates of deposit, U.S. Treasury bills,
savings accounts, commercial paper, demand notes, money market funds, any
common, pooled or collective funds which the Trustee or any other corporation
may now have or in the future may adopt for short-term investments and any
other similar assets which may be offered by the federal government, national
or state banks (whether or not serving as Trustee) or any savings and loan
association.

No Plan funds attributable to Employee after Tax
Contributions, or Salary Deferred Contributions shall be invested in securities
(other than interests in the Plan) of any Employer or any company directly or
indirectly controlling, controlled by or under common control with an Employer
(within the meaning of the Securities Act of 1933, as amended), until an
appropriate registration statement under the Securities Act of 1933, as
amended, has become effective covering the interests in the Plan and the
securities issued by one of the entities described above or counsel for the
Sponsor or the Committee gives an opinion that such an investment can be made
without the described registration process.

V-5
<PAGE> 37
5.9 RIGHTS OF MEMBERS IN TRUST FUND. No allocation,
adjustment, credit or transfer shall ever vest in any Member any right, title
or interest in the Trust Fund except at the times and upon the terms and
conditions specified in this Plan. The Trust Fund shall, as to all Accounts of
all Members, be a commingled fund.

V-6
<PAGE> 38
ARTICLE VI

BENEFITS

6.1 VALUATION OF ACCOUNTS FOR WITHDRAWALS AND
DISTRIBUTIONS. For the purpose of making a distribution or withdrawal, a
Member's Accounts shall be his Accounts as valued as of the Valuation Date
which is coincident with or next preceding the date of the withdrawal, or the
event which caused the distribution, adjusted only for Contributions and
withdrawals or distributions, if any, made between the Valuation Date and the
withdrawal or the event.

6.2 DEATH BENEFIT. If a Member or retired Member dies,
the Member's spouse or designated Beneficiary or Beneficiaries is entitled to
receive 100% of the remaining amount in all of his Accounts as of the day he
dies.

6.3 RETIREMENT BENEFIT. A Member may retire on the first
day of any month after he attains his Retirement Age. If a Member retires, he
is entitled to receive 100% of all of his Accounts, as of the day he retires.

6.4 DISABILITY BENEFIT. If a Member's employment with an
Employer is terminated and the Committee determines he is suffering from a
Disability, he is entitled to receive 100% of all of his Accounts, as of the
day he terminated because of his Disability.

6.5 SEVERANCE BENEFIT. If a Member severs employment
with the Employer and all Affiliated Employers for any reason other than death,
retirement or disability, he is entitled to receive (a) 100% of all of his
Accounts, except his Employer Bonus Matching Account and his Employer Matching
Contribution Account and (b) that percentage of his Employer Bonus Matching
Account and his Employer Matching Contribution Account as shown in the vesting
schedule below, as of the day he severs employment.

<TABLE>
<CAPTION>
PERCENTAGE OF AMOUNT INVESTED IN
ACCOUNTS CONTAINING
COMPLETED YEARS OF ACTIVE SERVICE EMPLOYER CONTRIBUTIONS
- --------------------------------- --------------------------------
<S> <C>
Less than one year . . . . . . . . . . . . . . . . . . . . . . . . . 0%
One year but less than two years . . . . . . . . . . . . . . . . . . 20%
Two years but less than three years . . . . . . . . . . . . . . . . . 40%
Three years but less than four years . . . . . . . . . . . . . . . . 60%
Four years but less than five years . . . . . . . . . . . . . . . . . 80%
Five years or more . . . . . . . . . . . . . . . . . . . . . . . . . 100%
</TABLE>

Notwithstanding the vesting schedule above, each Member shall
acquire a 100% vested interest in his Employer Matching Contribution Account
and his Employer Bonus Matching Account upon the occurrence of a "change of
control" that is not approved, recommended or supported by the Board of
Directors in actions taken

VI-1
<PAGE> 39
prior to, and with respect to, such "change of control." A "change of control"
shall be deemed to have occurred if: (i) a third person, including a "group" as
determined in accordance with section 13(d)(3) of the Securities Exchange Act
of 1934, becomes the beneficial owner of shares of the Employer having 20% or
more of the total number of votes that may be cast for the election of
directors of the Employer; or (ii) as a result of, or in connection with, any
cash tender or exchange offer, merger or other business combination, sale of
assets or contested election, or any combination of the foregoing transactions
(a "Transaction"), the persons who were directors of the Employer before the
Transaction shall cease to constitute a majority of the board of directors of
the Employer or any successor to the Employer. The Committee shall determine
whether a "change of control" has occurred within the meaning of this Section
6.5 and shall determine whether any such "change of control" has been approved,
recommended or supported by the Board of Directors, and its determination shall
be final and conclusive.

6.6 DISTRIBUTIONS TO DIVORCED SPOUSE. If the Committee
determines that a judgment, decree or order relating to child support, alimony
payments or marital property rights of the spouse, former spouse, child or
other dependent of the Member is a qualified domestic relations order which
complies with a state's domestic relations law or community property law and
Section 414(p) of the Code or is a domestic relations order entered before
January 1, 1985, the Committee may direct the Trustee to distribute the awarded
property to the person named in the award but only in the manner permitted
under this Plan. To be a qualified domestic relations order, the order must
clearly specify: (a) the name and last known mailing address of the Member and
each alternate payee under the order, (b) the amount or percentage of the
Member's benefits to be paid from the Plan to each alternate payee or the
manner in which the amount or percentage can be determined, (c) the number of
payments or periods for which the order applies, (d) the plan to which the
order applies, and (e) all other requirements set forth in Section 414(p) of
the Code. If a distribution is made at a time when the Member is not fully
vested, a separate subaccount shall be created for the remaining portion of
each Account which was not fully vested. That subaccount shall then remain
frozen: that is, no further contributions of any form and no forfeitures shall
be allocated to the subaccount; however, it shall receive its proportionate
share of trust appreciation or depreciation and income earned on or losses
incurred by the Trust Fund. To determine the Member's vested interest in each
subaccount at any future time, the Committee shall add back to the subaccount
at that time the amount that was previously distributed under the qualified
domestic relations order, shall multiply the reconstituted subaccount by the
vesting percentage, and shall then subtract the amount that was previously
distributed. The remaining amount is the Member's vested interest in the
subaccount at that time.

6.7 WITHDRAWALS. Only the following withdrawals may be
made during employment and each withdrawal must be in excess of $500.00:

(a) A Member is entitled to receive a withdrawal from his
Employee After Tax Contribution Account after giving 15 days written
notice to the Committee. The withdrawal cannot be more than the
balance of the Account. Each withdrawal of Employee After Tax
Contributions

VI-2
<PAGE> 40
contributed after December 31, 1986 shall include a pro rata share of
income earned on those Contributions. Therefore, withdrawals shall be
treated as first made from pre-1987 contributions until they are
exhausted.

(b) A Member who has an immediate and heavy financial
need, as determined by the Committee, may withdraw from his Employer
Matching Contribution Account, his Employer Discretionary Contribution
Account, his Salary Deferral Contribution Account, and effective
January 1, 1998, his Rollover Account amounts not to exceed his vested
interest in the then value of his Employer Matching Contribution
Account and not to exceed the balance of his Salary Deferral
Contribution Account, and effective January 1, 1998, his Rollover
Account and his Employer Discretionary Contribution Account (exclusive
of income).

A distribution shall be made on account of financial hardship
only if the distribution is for: (i) Expenses for medical care
described in Section 213(d) of the Code previously incurred by the
Member, the Member's spouse, or any dependents of the Member (as
defined in Section 152 of the Code) or necessary for these persons to
obtain medical care described in Section 213(d) of the Code, (ii)
costs directly related to the purchase (excluding mortgage payments)
of a principal residence for the Member, (iii) payment of tuition and
related educational fees for the next 12 months of post-secondary
education for the Member, his or her spouse, children, or dependents
(as defined in Section 152 of the Code), (iv) payments necessary to
prevent the eviction of the Member from his principal residence or
foreclosure on the mortgage of the Member's principal residence, or
(v) any other event added to this list by the Commissioner of Internal
Revenue.

A distribution to satisfy an immediate and heavy financial
need shall not be made in excess of the amount of the immediate and
heavy financial need of the Member and the Member must have obtained
all distributions, other than hardship distributions, and all
nontaxable (at the time of the loan) loans currently available under
all plans maintained by the Employer. The amount of a Member's
immediate and heavy financial need includes any amounts necessary to
pay any federal, state or local income taxes or penalties reasonably
anticipated to result from the financial hardship distribution.

The Member's hardship distribution shall terminate his right
to make any Employee After-Tax Contributions or to have the Employer
make any Salary Deferral Contributions on his behalf until the next
time Employee After-Tax Contributions and Salary Deferral
Contributions are permitted after the lapse of 12 months following the
hardship distribution and his timely filing of a written request to
resume his Employee After-Tax Contributions or Salary Deferral
Contributions. Even then, if the Member resumes Contributions in his
next taxable year he cannot have the Employer make any Salary Deferral
Contributions in excess of the limit in

VI-3
<PAGE> 41
Section 402(g) of the Code for that taxable year reduced by the amount
of Salary Deferral Contributions made by the Employer on the Member's
behalf during the taxable year of the Member in which he received the
hardship distribution.

In addition, for 12 months after he receives a hardship
distribution from this Plan the Member is prohibited from making
elective contributions and employee contributions to all other
qualified and nonqualified plans of deferred compensation maintained
by the Employer, including stock option plans, stock purchase plans
and Code Section 401(k) cash or deferred arrangements that are part of
cafeteria plans described in Section 125 of the Code. However, the
Member is not prohibited from making mandatory employee contributions
to a defined benefit plan, or contributions to a health or welfare
benefit plan, including one that is part of a cafeteria plan within
the meaning of Section 125 of the Code.

Hardship withdrawals shall be made only as of the first day of
any month by executing and filing with the Committee the form
prescribed by the Committee at least 15 days prior to the proposed
date of withdrawal. Not more than one hardship withdrawal may be made
in any one Plan Year and no withdrawal shall be made from an Account
if that Account has been pledged to secure a loan from the Plan.
Hardship withdrawals shall first come from the Member's Employer
Matching Contribution Account, then from his Employer Discretionary
Contribution Account, then from his Rollover Contribution Account, and
finally from his Salary Deferral Contribution Account.

(c) Effective January 1, 1998, a Member who has attained
age 59 1/2 may withdraw all or a portion of the balance of his vested
Accounts after giving 15 days written notice to the Committee. The
withdrawal cannot be more than the balance of the Account.

6.8 FORFEITURE BY LOST MEMBERS OR BENEFICIARIES; ESCHEAT.
If a person who is entitled to a distribution cannot be located during a search
period of 60 days after the Trustee has initially attempted making payment,
that person's Account shall be forfeited. However, if at any time prior to the
termination of this Plan and the complete distribution of the Trust Fund, the
former Member or Beneficiary files a claim with the Committee for the forfeited
benefit, that benefit shall be reinstated (without adjustment for trust income
or losses during the forfeited period) effective as of the date of the receipt
of the claim. As soon as appropriate following the Employer's Contribution of
the reinstated amount, it shall be paid to the former Member or Beneficiary in
a single sum. If the Plan is joined as a party to any escheat proceeding
involving a forfeited amount, the Plan shall comply with the final judgment and
shall treat the judgment as if it were a claim filed by the former Member or
Beneficiary and shall pay in accordance with that judgment.

6.9 CLAIMS PROCEDURE. When a benefit is due, the Member
or Beneficiary should submit his claim to the person or office designated by
the

VI-4
<PAGE> 42
Committee to receive claims. Under normal circumstances, a final decision
shall be made as to a claim within 90 days after receipt of the claim. If the
Committee notifies the claimant in writing during the initial 90 day period, it
may extend the period up to 180 days after the initial receipt of the claim.
The written notice must contain the circumstances necessitating the extension
and the anticipated date for the final decision. If a claim is denied during
the claims period, the Committee must notify the claimant in writing. The
denial must include the specific reasons for it, the Plan provisions upon which
the denial is based, and the claims review procedure. If no action is taken
during the claims period, the claim is treated as if it were denied on the last
day of the claims period.

If a Member's or Beneficiary's claim is denied and he wants a
review, he must apply to the Committee in writing. That application may
include any comment or argument the claimant wants to make. The claimant may
either represent himself or appoint a representative, either of whom has the
right to inspect all documents pertaining to the claim and its denial. The
Committee may schedule any meeting with the claimant or his representative that
it finds necessary or appropriate to complete its review.

The request for review must be filed within 60 days after the
denial. If it is not, the denial becomes final. If a timely request is made,
the Committee must make its decision, under normal circumstances, within 60
days of the receipt of the request for review. However, if the Committee
notifies the claimant prior to the expiration of the initial review period, it
may extend the period of review up to 120 days following the initial receipt of
the request for a review. All decisions of the Committee must be in writing
and must include the specific reasons for their action and the Plan provisions
on which their decision is based. If a decision is not given to the claimant
within the review period, the claim is treated as if it were denied on the last
day of the review period.

6.10 TIMING AND FORM OF ALL DISTRIBUTIONS. Generally,
distributions shall be made only in cash unless an asset held in the Trust
cannot be sold by the distribution date or can only be sold at less than its
appraised value, in which event part or all of the distribution may be made in
kind. Also, a Member (or his designated beneficiary or legal representative,
in the case of a deceased Member) may elect to have those portions of his
Accounts that are invested in shares of common stock of the Sponsor distributed
in full shares with any remaining balance (including factional shares)
distributed in cash. Distribution shall be made in a lump sum payment.

Distributions shall be made as soon as administratively
feasible after the Valuation Date that coincides with or next follows the event
which caused the distribution. Any benefit held for distribution past one or
more Valuation Dates shall continue to share in the appreciation or
depreciation of the Trust Fund and in the income earned or losses incurred by
the Trust Fund until the last Valuation Date which occurs with or next precedes
the date distribution is made.

If the benefit to be distributed plus all prior Plan
distributions to the Member is, effective January 1, 1998, $5,000 or less, the
benefit shall be distributed

VI-5
<PAGE> 43
in the form of a lump sum distribution within one year after the Member becomes
entitled to the benefit. If the benefit plus all prior Plan distributions to
the Member is greater than, effective January 1, 1998, $5,000, and the Member
consents to the distribution, the benefit should be paid or begin to be paid
within one year after the Member becomes entitled to the benefit. If the
benefit plus all prior Plan distributions to the Member is greater than,
effective January 1, 1998, $5,000 and the Member fails to consent to the
distribution, the distribution shall not be made without the Member's consent
until he attains normal Retirement Age or age 62, whichever is later. In any
event, if the Member dies, the surviving spouse may require payments to begin
within a reasonable time.

If a portion of the Member's Account is payable to a
designated Beneficiary the payment must be made not later than one year after
the Member's death. If the surviving spouse is the Beneficiary, the payment
may be delayed so as to be made on the date on which the Member would have
attained age 70 1/2. If payment is postponed and the surviving spouse dies
before payment is made, the surviving spouse shall be treated as the Member for
purposes of this paragraph.

6.11 MANDATORY RULES APPLICABLE TO ALL DISTRIBUTIONS. All
distributions must comply with Section 401(a)(9) and (14) of the Code and the
Regulations issued thereunder. Therefore, unless the distribution fits within
one of the exceptions below the distribution must be made NO LATER than the
earlier of (a) or (b): (a) the 60th day after the latest of the end of the
Plan Year in which: (i) the Member attains his Retirement Age, (ii) occurs the
10th anniversary of the year in which the Member began participation, or (iii)
the Member terminates employment with the Employer and all Affiliated Employers
unless the Member consents to a later time, OR (b) April 1st of the calendar
year following the calendar year in which the Member attains age 70 1/2. If a
Member attains age 70 1/2, the Member must receive the required distribution
within that time limit in one lump sum. The following are exceptions to the
general mandatory distribution rule: (a) if a Member was 70 1/2 before January
1, 1988, and neither is nor has been a 5% owner at any time during the Plan
Year ending with or within the calendar year in which the Member became 66 1/2
or any subsequent Plan Year, the distribution does not have to be made until
the April 1 following the calendar year in which the Member retires; (b) if a
Member was 70 1/2 before January 1, 1988, and was then or later becomes a 5%
owner, the distribution does not have to be made until the April 1 following
the earlier of the calendar year with or within which ends the Plan Year in
which the Member becomes a 5% owner or the calendar year in which the Member
retires; and (c) if a Member made a designation before January 1, 1984 which
complied with Section 401(a)(9) of the Code before its amendment by the Tax
Reform Act of 1984, the distribution does not have to be made until the time
described in the designation.

6.12 NO DUPLICATION OF BENEFITS. There shall be no
duplication of benefits under this Plan. Without regard to any other language
in this Plan, all distributions and withdrawals are to be subtracted from a
Member's Account as of the date of the distribution or withdrawal. Thus, if
the Member has received one distribution or withdrawal and is ever entitled to
another distribution or withdrawal, the prior distribution or withdrawal is to
be taken into account.

VI-6
<PAGE> 44
6.13 DESIGNATION OF BENEFICIARY. Each Member has the
right to designate and to revoke the designation of his Beneficiary or
Beneficiaries. Each designation or revocation must be evidenced by a written
document in the form required by the Committee, signed by the Member and filed
with the Committee. If no designation is on file at the time of a Member's
death or if the Committee determines that the designation is ineffective, the
designated Beneficiary shall be the Member's spouse, if living, or if not, the
executor, administrator or other personal representative of the Member's
estate.

If a Member is considered to be married under local law, the
Member's designation of any Beneficiary, other than the Member's spouse, shall
not be valid unless the spouse acknowledges in writing that he or she
understands the effect of the Member's beneficiary designation and consents to
it. The consent must be to a specific Beneficiary and shall be irrevocable.
The written acknowledgement and consent must be filed with the Committee,
signed by the spouse, and witnessed by a Plan representative or a notary
public. However, if the spouse cannot be located or there exist other
circumstances as described in Sections 401(a)(11) and 417(a)(2) of the Code,
the requirement of the Member's spouse's acknowledgement and consent may be
waived.

6.14 DISTRIBUTIONS TO DISABLED OR MINORS. If the
Committee determines that any person to whom a payment is due is a minor or is
unable to care for his affairs because of a physical or mental disability, it
shall have the authority to cause the payments to be made to an ancestor,
descendant, spouse, or other person the Committee determines to have incurred,
or to be expected to incur, expenses for that person or to the institution
which is maintaining or has custody of the person unless a prior claim is made
by a qualified guardian or other legal representative. The Committee and the
Trustee shall not be responsible to oversee the application of those payments.
Payments made pursuant to this power shall be a complete discharge of all
liability under the Plan and Trust and the obligations of the Employer, the
Trustee, the Trust Fund and the Committee.

6.15 DISTRIBUTIONS UPON DISPOSITION OF ASSETS OR A
SUBSIDIARY. A Member employed by an Employer that is a corporation is entitled
to receive a lump sum distribution of his interest in his Accounts in the event
of the sale or other disposition by the Employer of at least 85% of all of the
assets used by the Employer in a trade or business to an unrelated corporation
if (a) the Employer continues to maintain the Plan after the disposition and
(b) in connection with the disposition the Member is transferred to the employ
of the corporation acquiring the assets.

A Member employed by an Employer that is a corporation is
entitled to receive a lump sum distribution of his interest in his Accounts in
the event of the sale or other disposition by the Employer of its interest in a
subsidiary (within the meaning of Section 409(d)(3) of the Code) to an
unrelated entity or individual if (a) the Employer continues to maintain the
Plan after the disposition and (b) in connection with the disposition the
Member continues employment with the subsidiary.

VI-7
<PAGE> 45
The selling Employer is treated as continuing to maintain the
Plan after the disposition only if the purchaser does not maintain the Plan
after the disposition. A purchaser is considered to maintain the Plan if it
adopts the Plan, becomes an employer whose employees accrue benefits under the
Plan, or if the Plan is merged or consolidated with, or any assets or
liabilities are transferred from the Plan to, a plan maintained by the
purchaser in a transaction subject to Section 414(l)(1) of the Code.

An unrelated corporation, entity or individual is one that is
not required to be aggregated with the selling Employer under Section 414(b),
(c), (m), or (o) of the Code after the sale or other disposition.

If a Member's Account balance is $3,500 or less at the date of
the disposition, the Committee will direct the Trustee to pay to the Member a
lump sum cash distribution of his Account balance as soon as administratively
practicable following the disposition and any Internal Revenue Service approval
of the distribution that the Committee deems advisable to obtain.

If a Member's Account balance is more than $3,500 at the date
of the disposition, he may elect (1) to receive a lump sum cash distribution of
his Account balance as soon as administratively practicable following the
disposition and receipt of any Internal Revenue Service approval of the
distribution that the Committee deems advisable to obtain, or (2) he may elect
to defer receipt of his vested Account balance until the first day of the month
coincident with or next following the date that he attains age 65. In the
manner and at the time required under Department of Treasury regulations, the
Committee will provide the Member with a notice of his right to defer receipt
of his Account balance.

However, no distribution shall be made to a Member under this
Section after the end of the second calendar year following the calendar year
in which the disposition occurred. In addition, no distribution shall be made
under this Section unless it is a lump sum distribution within the meaning of
Section 402(e)(4) of the Code, without regard to subparagraphs (A)(i) through
(iv), (B), and (H) of that Section.

6.16 DISTRIBUTIONS TO TRANSFERRED MEMBERS AGE 59 1/2 OR
OLDER. A Member who is at least age 59 1/2 and is transferred to the employ of
an unrelated entity or individuals is entitled to withdraw his vested interest
in his Accounts. An unrelated entity or individual is one that is not required
to be aggregated with an Employer under Section 414(b), (c), (m), or (o) of the
Code.

6.17 LOANS TO MEMBERS. The Committee shall determine from
time to time whether loans may be made to Members, which for purposes of this
Section shall include former Members and Beneficiaries who are parties in
interest as defined in Section 3(14) of ERISA, who have an Account balance from
which loans may be made. However, no loans shall be made to any
shareholder-employee (as defined in Section 1379 of the Internal Revenue Code
of 1954 in effect on the day before the enactment of the Subchapter S Revision
Act of 1982) or any owner-employee (as

VI-8
<PAGE> 46
defined in Section 401(c)(3) of the Code) or a member of the family of either
(as defined in Section 267(c)(4) of the Code).

If the Committee permits loans by Members, the opportunity
must be made available to all Members, on an equal basis as soon as
administratively possible. If the Committee permits loans, each Member may
borrow up to 50% of the vested interest in his Account available for loans but
never more than $50,000.00, reduced by the excess of the Member's highest
outstanding loan balance from the Plan during the preceding one year period
over the Member's outstanding loan balance from the Plan on the day the loan
was made. In determining whether a loan would exceed these limits, all loans
under all plans of the Employer and all Affiliated Employers which are
outstanding or which have not been repaid at least one year before, must be
taken into consideration.

A loan to a Member shall be a Member directed investment of
his Account. The loan is a Trust investment but no Account other than the
borrowing Member's Account shall share in the interest paid on the loan or bear
any expense or loss incurred because of the loan. All interest paid on the
loan shall be credited to the Member's Loan Account and held in a near money
investment until the loan is repaid in full. At that time, the monies received
may be transferred to other funds as may be directed by the Member or
transferred to the general fund if Members are not then allowed to direct
investments.

The loan must (a) be evidenced by a written note and security
agreement, (b) require a level amortization of the principal and interest, with
monthly payments to be made by payroll deductions while the Member is an
Employee (and with payments at least quarterly if the Member is not an
Employee), (c) have a maturity date of less than five years except when the
loan is used to purchase a dwelling which is used or is to be used within a
reasonable time as the principal residence of the Member, and (d) when required
by law, every person receiving a loan must be given a statement clearly
reflecting the charges involved in each loan transaction which will be charged
to him or his Account, specifying the dollar amount, the annual interest rate,
and any finance charge and setting forth any other information required under
the truth-in-lending laws or any other federal or state law.

A Member may not make a withdrawal if the remaining balance of
the Member's Account would be less than the outstanding loan balance or the
withdrawal would violate any security requirements of the loan. No
distribution may be made to a Member until all loans to him have been paid in
full. Therefore, if a Member is entitled to a distribution while there is
still an outstanding loan to him, the Committee shall offset, to the extent
necessary, the remaining unpaid loan principal and accrued interest against the
amount to be distributed. Then any remaining balance shall be paid to the
Member. If the distribution is not sufficient to satisfy the loan, the Member
shall remain liable for any remaining balance due.

The Committee is authorized to establish written guidelines
which, if and when adopted, shall become part of this Plan and shall establish
a procedure for applying for loans, the basis on which loans will be approved
or denied, limitations (if

VI-9
<PAGE> 47
any) on the types and amounts of loans offered, the procedure for determining a
reasonable rate of interest, the events constituting default and steps that
will be taken to preserve plan assets in the event of a default.

6.18 DISTRIBUTIONS MADE ON OR AFTER JANUARY 1, 1993. This
Section applies to distributions made on or after January 1, 1993.
Notwithstanding any provision of the plan to the contrary that would otherwise
limit a distributee's election under this Section 6.18, a distributee may
elect, at the time and in the manner prescribed by the Plan administrator, to
have any portion of an eligible rollover distribution paid directly to an
eligible retirement plan specified by the distributee in a direct rollover.

6.181 DEFINITIONS.

6.182 ELIGIBLE ROLLOVER DISTRIBUTION: An eligible rollover
distribution is any distribution of all or any portion of the balance to the
credit of the distributee, except that an eligible rollover distribution does
not include: any distribution that is one of a series of substantially equal
periodic payments (not less frequently than annually) made for the life (or
life expectancy) of the distributee or the joint lives (or joint life
expectancies) of the distributee and the distributee's designated beneficiary,
or for a specified period of ten years or more; any distribution to the extent
such distribution is required under Section 401(a)(9) of the Code; and the
portion of any distribution that is not includible in gross income (determined
without regard to the exclusion for net unrealized appreciation with respect to
employer securities).

6.183 ELIGIBLE RETIREMENT PLAN: An eligible retirement
plan is an individual retirement account described in Section 408(a) of the
Code, an individual retirement annuity described in Section 408(b) of the Code,
an annuity plan described in Section 403(a) of the Code, or a qualified trust
described in Section 401(a) of the Code, that accepts the distributee's
eligible rollover distribution. However, in the case of an eligible rollover
distribution to the surviving spouse, an eligible retirement plan is an
individual retirement account or individual retirement annuity.

6.184 DISTRIBUTEE: A distributee includes an employee or
former employee. In addition, the employee's or former employee's surviving
spouse and the employee's or former employee's spouse or former spouse who is
the alternate payee under a qualified domestic relations order, as defined in
Section 414(p) of the Code, are distributees with regard to the interest of the
spouse or former spouse.

6.185 DIRECT ROLLOVER: A direct rollover is a payment by
the plan to the eligible retirement plan specified by the distributee.

VI-10
<PAGE> 48
ARTICLE VII

TOP-HEAVY REQUIREMENTS

7.1 APPLICATION. The requirements described in this
Article shall apply to each Plan Year that this Plan is determined to be a
Top-Heavy Plan under the test set out in the following Section.

7.2 TOP HEAVY TEST. If on the Determination Date the
Aggregate Accounts of Key Employees in the Plan exceeds 60% of the Aggregate
Accounts of all Employees in the Plan, this Plan shall be a Top-Heavy Plan for
that Plan Year. In addition, if this Plan is required to be included in an
Aggregation Group and that group is a top-heavy group, this Plan shall be
treated as a Top-Heavy Plan. An Aggregation Group is a top-heavy group if on
the Determination Date the sum of (a) the present value of the cumulative
accrued benefits for Key Employees under all defined benefit plans in the
Aggregation Group which contains this Plan plus (b) the total of all of the
accounts of Key Employees under all defined contribution plans included in the
Aggregation Group (which contains this Plan) is more than 60% of a similar sum
determined for all employees covered in the Aggregation Group which contains
this Plan.

In applying the above tests, the following rules shall apply:

(a) in determining the present value of the accumulated
accrued benefits for any Employee or the amount in the account of any
Employee, the value or amount shall be increased by all distributions
made to or for the benefit of the Employee under the Plan during the
five year period ending on the Determination Date;

(b) all rollover contributions made after December 31,
1983 by the Employee to the Plan shall not be considered by the Plan
for either test;

(c) if an Employee is a Non-Key Employee under the Plan
for the Plan Year but was a Key Employee under the Plan for another
prior Plan Year, his account shall not be considered; and

(d) benefits shall not be taken into account in
determining the top-heavy ratio for any Employee who has not performed
services for the Employer during the last five-year period ending upon
the Determination Date.

7.3 VESTING RESTRICTIONS IF PLAN BECOMES TOP HEAVY. If a
Member has at least one Hour of Service during a Plan Year when the Plan is a
Top-Heavy Plan he shall either vest under each of the normal vesting provisions
of the Plan or under the following vesting schedule, whichever is more
favorable:

VII-1
<PAGE> 49
<TABLE>
<CAPTION>
Percentage of Amount Invested
In Accounts Containing
Completed Years of Active Service Employer Contributions
- --------------------------------- -----------------------------
<S> <C>
Less than two years . . . . . . . . . . . . . . . . . . . . . . . . . 0%
Two years but less than three years . . . . . . . . . . . . . . . . . 20%
Three years but less than four years . . . . . . . . . . . . . . . . 40%
Four years but less than five years . . . . . . . . . . . . . . . . . 60%
Five years but less than six years . . . . . . . . . . . . . . . . . 80%
Six years or more . . . . . . . . . . . . . . . . . . . . . . . . . . 100%
</TABLE>

If the Plan ceases to be a Top-Heavy Plan, this requirement shall no longer
apply. After that date the normal vesting provisions of the Plan shall be
applicable to all subsequent Contributions by the Employer.

7.4 MINIMUM CONTRIBUTION IF PLAN BECOMES TOP-HEAVY. If
this Plan is a Top-Heavy Plan and the normal allocation of the Employer
Contribution and forfeitures is less than 3% of any Non-Key Employee Member's
Annual Compensation, the Committee, without regard to the normal allocation
procedures, shall allocate the Employer Contribution and the forfeitures among
the Members who are in the employ of the Employer at the end of the Plan Year
(even if the Member has less than 501 Hours of Service in the Plan Year), in
proportion to each Member's Annual Compensation as compared to the total Annual
Compensation of all Members for that Plan Year until each Non-Key Employee
Member has had an amount equal to the lesser of (i) the highest rate of
Contribution applicable to any Key Employee, or (ii) 3% of his Annual
Compensation allocated to his Account. At that time, any more Employer
Contributions or forfeitures shall be allocated under the normal allocation
procedures described earlier in this Plan. Salary Deferral Contributions and
Employer Matching Contributions made on behalf of Key Employees are included in
determining the highest rate of Employer Contributions. Salary Deferral
Contributions made on behalf of Non-Key Employees shall not be included in
determining the minimum contribution required under this Section. Employer
Matching Contributions and amounts that may be treated as Section 401(k)
Contributions or Section 401(m) Contributions made on behalf of Non-Key
Employees may not be included in determining the minimum contribution required
under this Section to the extent that they are treated as Section 401(m)
Contributions or Section 401(k) Contributions for purposes of the Actual
Deferral Percentage test or the Contribution Percentage test.

In applying this restriction the following rules shall apply:

(a) each Employee who is eligible for membership (without
regard to whether he has made mandatory contributions, if any are
required, or whether his compensation is less than a stated amount)
shall be entitled to receive an allocation under this Section; and

(b) all defined contribution plans required to be
included in the Aggregation Group shall be treated as one plan for
purposes of meeting the 3% maximum; this required aggregation shall
not apply if this Plan is also

VII-2
<PAGE> 50
required to be included in an Aggregation Group which includes a
defined benefit plan and this Plan enables that defined benefit plan
to meet the requirements of Sections 401(a)(4) or 410 of the Code.

7.5 COVERAGE UNDER MULTIPLE TOP-HEAVY PLANS. If this
Plan is a Top-Heavy Plan, it must meet the vesting and benefit requirements
described in this Article without taking into account contributions or benefits
under Chapter 2 of the Code (relating to tax on self-employment income),
Chapter 21 of the Code (relating to Federal Insurance Contributions Act), Title
II of the Social Security Act or any other Federal or State law.

If a Non-Key Employee is covered by both a Top-Heavy defined
contribution plan and a defined benefit plan, he shall receive the defined
benefit minimum, offset by the benefits provided under the defined contribution
plan.

7.6 RESTRICTIONS IF PLAN BECOMES SUPER-TOP HEAVY. If the
Plan is determined to be a Top-Heavy Plan, the number "1.00" must be
substituted for the number "1.25" when applying the limitations of Section 415
of the Code to this Plan, unless the Plan would not be a Top-Heavy Plan if
"90%" were substituted for "60%" and the Employer Contribution for the Plan
Year for each Non-Key Employee, who is a Member, is not less than 4% of the
Member's Annual Compensation.

VII-3
<PAGE> 51
ARTICLE VIII

ADMINISTRATION OF THE PLAN

8.1 APPOINTMENT, TERM OF SERVICE & REMOVAL. The Board of
Directors shall appoint a Committee to administer this Plan. The members shall
serve until their resignation, death or removal. Any member may resign at any
time by mailing a written resignation to the Board of Directors. Any member
may be removed by the Board of Directors, with or without cause. Vacancies may
be filled by the Board of Directors from time to time.

8.2 POWERS. The Committee is a fiduciary. It has the
exclusive responsibility for the general administration of the Plan and Trust,
and has all powers necessary to accomplish that purpose, including but not
limited to the following rights, powers, and authorities:

(a) To make rules for administering the Plan and Trust so
long as they are not inconsistent with the terms of the Plan;

(b) To construe all provisions of the Plan and Trust;

(d) To select, employ, and compensate at any time any
consultants, actuaries, accountants, attorneys, and other agents and
employees the Committee believes necessary or advisable for the proper
administration of the Plan and Trust; any firm or person selected may
be a disqualified person but only if the requirements of Section
4975(d) of the Code have been met;

(e) To determine all questions relating to eligibility,
Active Service, Compensation, allocations and all other matters
relating to benefits or Members' entitlement to benefits;

(f) To determine all controversies relating to the
administration of the Plan and Trust, including but not limited to any
differences of opinion arising between an Employer and the Trustee or
a Member, or any combination of them and any questions it believes
advisable for the proper administration of the Plan and Trust;

(g) To direct or to appoint an investment manager or
managers who can direct the Trustee in all matters relating to the
investment, reinvestment and management of the Trust Fund;

(h) To direct the Trustee in all matters relating to the
payment of Plan benefits; and

VIII-1
<PAGE> 52
(i) To delegate any clerical or recordation duties of the
Committee as the Committee believes is advisable to properly
administer the Plan and Trust.

8.3 ORGANIZATION. The Committee may select, from among
its members, a chairman, and may select a secretary. The secretary need not be
a member of the Committee. The secretary shall keep all records, documents and
data pertaining to its administration of the Plan and Trust.

8.4 QUORUM AND MAJORITY ACTION. A majority of the
Committee constitutes a quorum for the transaction of business. The vote of a
majority of the members present at any meeting shall decide any question
brought before that meeting. In addition, the Committee may decide any
question by a vote, taken without a meeting, of a majority of its members.

8.5 SIGNATURES. The chairman, the secretary and any one
or more of the members of the Committee to which the Committee has delegated
the power shall each, severally, have the power to execute any document on
behalf of the Committee, and to execute any certificate or other written
evidence of the action of the Committee. The Trustee, after it is notified of
any delegation of power in writing, shall accept and may rely upon any document
executed by the appropriate member or members as representing the action of the
Committee until the Committee files a written revocation of that delegation of
power with the Trustee.

8.6 DISQUALIFICATION OF COMMITTEE MEMBER. A member of
the Committee who is also a Member of this Plan shall not vote or act upon any
matter relating solely to himself.

8.7 DISCLOSURE TO MEMBERS. The Committee shall make
available to each Member and Beneficiary for his examination those records,
documents and other data required under ERISA, but only at reasonable times
during business hours. No Member or Beneficiary has the right to examine any
data or records reflecting the compensation paid to any other Member or
Beneficiary. The Committee is not required to make any other data or records
available other than those required by ERISA.

8.8 STANDARD OF PERFORMANCE. The Committee and each of
its members shall use the care, skill, prudence and diligence under the
circumstances then prevailing that a prudent man, acting in a like capacity and
familiar with such matters, would use in conducting his business as the
administrator of the Plan, shall, when exercising its power to direct
investments, diversify the investments of the Plan so as to minimize the risk
of large losses, unless under the circumstances it is clearly prudent not to do
so, and shall otherwise comply with the provisions of this Plan and ERISA.

8.9 LIABILITY OF COMMITTEE AND LIABILITY INSURANCE. No
member of the Committee shall be liable for any act or omission of any other
member of the Committee, the Trustee, any investment manager appointed by the
Committee or any

VIII-2
<PAGE> 53
other agent appointed by the Committee unless required by the terms of ERISA or
another applicable state or federal law under which liability cannot be waived.
No member of the Committee shall be liable for any act or omission of his own
unless required by ERISA or another applicable state or federal law under which
liability cannot be waived.

If the Committee directs the Trustee to do so, it may purchase
out of the Trust Fund insurance for the members of the Committee, for any other
fiduciaries appointed by the Committee and for the Trust Fund itself to cover
liability or losses occurring because of the act or omission of any one or more
of the members of the Committee or any other fiduciary appointed under this
Plan. But, that insurance must permit recourse by the insurer against the
members of the Committee or the other fiduciaries concerned if the loss is
caused by breach of a fiduciary obligation by one or more members of the
Committee or other fiduciary.

8.10 EXEMPTION FROM BOND. No member of the Committee is
required to give bond for the performance of his duties unless required by a
law which cannot be waived.

8.11 COMPENSATION. The Committee shall serve without
compensation but shall be reimbursed by the Employer for all expenses properly
incurred in the performance of their duties unless the Sponsor elects to have
those expenses paid from the Trust Fund. Each Employer shall pay that part of
the expense as determined by the Committee in its sole judgment.

8.12 PERSONS SERVING IN DUAL FIDUCIARY ROLES. Any person,
group of persons, corporations, firm or other entity, may serve in more than
one fiduciary capacity with respect to this Plan, including serving as both
Trustee and as a member of the Committee.

8.13 ADMINISTRATOR. For all purposes of ERISA, the
administrator of the Plan is the Sponsor. The administrator has the final
responsibility for compliance with all reporting and disclosure requirements
imposed under all applicable federal or state laws and regulations.

8.14 STANDARD OF JUDICIAL REVIEW OF COMMITTEE ACTIONS.
The Committee has full and absolute discretion in the exercise of each and
every aspect of its authority under the Plan, including without limitation, the
authority to determine any person's right to benefits under the Plan, the
correct amount and form of any such benefits, the authority to decide any
appeal, the authority to review and correct the actions of any prior
administrative committee, and all of the rights, powers, and authorities
specified in this Article VIII and the Plan. Notwithstanding any provision of
law or any explicit or implicit provision of this document, any action taken,
or ruling or decision made, by the Committee in the exercise of any of its
powers and authorities under the Plan shall be final and conclusive as to all
parties other than the Sponsor or Trustee, including without limitation all
Members and Beneficiaries, regardless of whether the Committee or one or more
members thereof may have an actual or potential conflict of interest with
respect to the subject matter of such action,

VIII-3
<PAGE> 54
ruling, or decision. No such final action, ruling, or decision of the
Committee shall be subject to de novo review in any judicial proceeding; and no
such final action, ruling, or decision of the Committee may be set aside unless
it is held to have been arbitrary and capricious by a final judgment of a court
having jurisdiction with respect to the issue.

VIII-4
<PAGE> 55
ARTICLE IX

TRUST FUND AND CONTRIBUTIONS

9.1 FUNDING OF PLAN. This Plan shall be funded by one or
more separate Trusts. If more than one Trust is used, each Trust shall be
designated by the name of the Plan followed by a number assigned by the
Committee at the time the Trust is established.

9.2 INCORPORATION OF TRUST. Each Trust is a part of this
Plan. All rights or benefits which accrue to a person under this Plan shall be
subject also to the terms of the agreements creating the Trust or Trusts and
any amendments to them which are not in direct conflict with this Plan.

9.3 AUTHORITY OF TRUSTEE. Each Trustee shall have full
title and legal ownership of the assets in the separate Trust which, from time
to time, is in his separate possession. No other Trustee shall have joint
title to or joint legal ownership of any asset in one of the other Trusts held
by another Trustee. Each Trustee shall be governed separately by the trust
agreement entered into between the Employer and that Trustee and the terms of
this Plan without regard to any other agreement entered into between any other
Trustee and the Employer as a part of this Plan.

9.4 ALLOCATION OF RESPONSIBILITY. To the fullest extent
permitted under Section 405 of ERISA, the agreements entered into between the
Employer and each of the Trustees shall be interpreted to allocate to each
Trustee its specific responsibilities, obligations and duties so as to relieve
all other Trustees from liability either through the agreement, Plan or ERISA,
for any act of any other Trustee which results in a loss to the Plan because of
his act or failure to act.

IX-1
<PAGE> 56
ARTICLE X

ADOPTION OF PLAN BY OTHER EMPLOYERS

10.1 ADOPTION PROCEDURE. Any business organization may,
with the approval of the Board of Directors, adopt this Plan by:

(a) A certified resolution or consent of the board of
directors of the adopting Employer or an executed adoption instrument
(approved by the board of directors of the adopting Employer) agreeing
to be bound as an Employer by all the terms, conditions and
limitations of this Plan except those, if any, specifically described
in the adoption instrument; and

(b) Providing all information required by the Committee
and the Trustee.

An adoption may be retroactive to the beginning of a Plan
Year if these conditions are complied with on or before the last day of that
Plan Year.

10.2 NO JOINT VENTURE IMPLIED. The document which
evidences the adoption of the Plan by an Employer shall become a part of this
Plan. However, neither the adoption of this Plan and its related Trust Fund by
an Employer nor any act performed by it in relation to this Plan and its
related Trust Fund shall ever create a joint venture or partnership relation
between it and any other Employer.

10.3 ALL TRUST ASSETS AVAILABLE TO PAY ALL BENEFITS. The
Accounts of Members employed by the Employers which adopt this Plan shall be
commingled for investment purposes. All assets in the Trust Fund shall be
available to pay benefits to all Members employed by any Employer which is an
Affiliated Employer with the first Employer.

10.4 QUALIFICATION A CONDITION PRECEDENT TO ADOPTION AND
CONTINUED PARTICIPATION. The adoption of this Plan and the Trust or Trusts
used to fund this Plan by a business organization is contingent upon and
subject to the express condition precedent that the initial adoption meets all
statutory and regulatory requirements for qualification of the Plan and the
exemption of the Trust or Trusts and that the Plan and the Trust or Trusts that
are applicable to it continue in operation to maintain their qualified and
exempt status. In the event the adoption fails to initially qualify and be
exempt, the adoption shall fail retroactively for failure to meet the condition
precedent and the portion of the Trust Fund applicable to the adoption shall be
immediately returned to the adopting business organization and the adoption
shall be void ab initio. In the event the adoption as to a given business
organization later becomes disqualified and loses its exemption for any reason,
the adoption shall fail retroactively for failure to meet the condition
precedent and the portion of the Trust Fund allocable to the adoption by that
business organization shall

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be immediately spun off, retroactively as of the last date for which the Plan
qualified, to a separate Trust for its sole benefit and an identical but
separate Plan shall be created, retroactively effective as of the last date the
Plan as adopted by that business organization qualified, for the benefit of the
Members covered by that adoption.

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ARTICLE XI

AMENDMENT AND TERMINATION

11.1 RIGHT TO AMEND AND LIMITATIONS THEREON. The Sponsor
has the sole right to amend this Plan. An amendment may be made by a certified
resolution or consent of the Board of Directors, or by an instrument in writing
executed by the appropriate officer of the Sponsor. The amendment must
describe the nature of the amendment and its effective date. No amendment
shall:

(a) Vest in an Employer any interest in the Trust Fund;

(b) Cause or permit the Trust Fund to be diverted to any
purpose other than the exclusive benefit of the present or future
Members and their Beneficiaries except under the circumstances
described in Section 4.8;

(d) Increase substantially the duties or liabilities of
the Trustee without its written consent; or

(e) Change the vesting schedule to one which would result
in the nonforfeitable percentage of the Account derived from Employer
Contributions (determined as of the later of the date of the adoption
of the amendment or of the effective date of the amendment) of any
Member being less than the nonforfeitable percentage computed under
the Plan without regard to the amendment. If the Plan's vesting
schedule is amended, if the Plan is amended in any other way that
affects the computation of the Member's nonforfeitable percentage, or
if the Plan is deemed amended by an automatic change to or from a
Top-Heavy vesting schedule, each Member with at least three years of
Service may elect, within a reasonable period after the adoption of
the amendment or the change, to have the nonforfeitable percentage
computed under the Plan without regard to the amendment or the change.
The election period shall begin no later than the date the amendment
is adopted or deemed to be made and shall end no later than the latest
of the following dates: (1) 60 days after the date the amendment is
adopted or deemed to be made, (2) 60 days after the date the amendment
becomes effective, or (3) 60 days after the day the Member is issued
written notice of the amendment.

Each Employer shall be deemed to have adopted any amendment
made by the Sponsor unless the Employer notifies the Committee of its rejection
in writing within 30 days after it receives a copy of the amendment. A
rejection shall constitute a withdrawal from this Plan by that Employer unless
the Sponsor acquiesces in the rejection.

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<PAGE> 59
11.2 MANDATORY AMENDMENTS. The Contributions of each
Employer to this Plan are intended to be:

(a) Deductible under the applicable provisions of the
Code;

(b) Except as otherwise prescribed by applicable law,
exempt from the Federal Social Security Act;

(d) Excludable from any Employee's regular rate of pay,
as that term is defined under the Fair Labor Standards Act of 1938, as
amended.

The Sponsor shall make any amendment necessary to carry out
this intention, and it may be made retroactively.

11.3 WITHDRAWAL OF EMPLOYER. An Employer may withdraw
from this Plan and its related Trust Fund if the Sponsor does not acquiesce in
its rejection of an amendment or by giving written notice of its intent to
withdraw to the Committee. The Committee shall then determine the portion of
the Trust Fund that is attributable to the Members employed by the withdrawing
Employer and shall notify the Trustee to segregate and transfer those assets to
the successor Trustee or Trustees when it receives a designation of the
successor from the withdrawing Employer.

A withdrawal shall not terminate the Plan and its related
Trust Fund with respect to the withdrawing Employer, if the Employer either
appoints a successor Trustee or Trustees and reaffirms this Plan and its
related Trust Fund as its new and separate plan and trust intended to qualify
under Section 401(a) of the Code, or establishes another plan and trust
intended to qualify under Section 401(a) of the Code.

The determination of the Committee, in its sole discretion, of
the portion of the Trust Fund that is attributable to the Members employed by
the withdrawing Employer shall be final and binding upon all parties; and, the
Trustee's transfer of those assets to the designated successor Trustee shall
relieve the Trustee of any further obligation, liability or duty to the
withdrawing Employer, the Members employed by that Employer and their
Beneficiaries, and the successor Trustee or Trustees.

11.4 TERMINATION OF PLAN. The Sponsor may terminate this
Plan and its related Trust Fund with respect to all Employers by executing and
delivering to the Committee and the Trustee, a notice of termination,
specifying the date of termination. Any Employer may terminate this Plan and
its related Trust Fund with respect to itself by executing and delivering to
the Trustee a notice of termination, specifying the date of termination.
Likewise, this Plan and its related Trust Fund shall automatically terminate
with respect to any Employer if there is a general assignment by that Employer
to or for the benefit of its creditors, or a liquidation or

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<PAGE> 60
dissolution of that Employer without a successor. Upon the termination of this
Plan as to an Employer, the Trustee shall, subject to the provisions of Section
11.7, distribute to each Member employed by the terminating Employer the amount
certified by the Committee to be due the Member.

The Employer should apply to the Internal Revenue Service for
a determination letter with respect to its termination, and the Trustee should
not distribute the Trust Funds until a determination is received. However,
should it decide that a distribution before receipt of the determination letter
is necessary or appropriate it should retain sufficient assets to cover any tax
that may become due upon that determination.

11.5 PARTIAL OR COMPLETE TERMINATION OR COMPLETE
DISCONTINUANCE. Without regard to any other provision of this Plan, if there
is a partial or total termination of this Plan or there is a complete
discontinuance of the Employer's Contributions, each of the affected Members
shall immediately become 100% vested in his Account as of the end of the last
Plan Year for which a substantial Employer Contribution was made and in any
amounts later allocated to his Account. If the Employer then resumes making
substantial Contributions at any time, the appropriate vesting schedule shall
again apply to all amounts allocated to each affected Member's Account
beginning with the Plan Year for which they were resumed.

11.6 CONTINUANCE PERMITTED UPON SALE OR TRANSFER OF
ASSETS. An Employer's participation in this Plan and its related Trust Fund
shall not automatically terminate if it consolidates or merges and is not the
surviving corporation, sells substantially all of its assets, is a party to a
reorganization and its Employees and substantially all of its assets are
transferred to another entity, liquidates, or dissolves, if there is a
successor organization. Instead, the successor may assume and continue this
Plan and its related Trust Fund by executing a direction, entering into a
contractual commitment or adopting a resolution providing for the continuance
of the Plan and its related Trust Fund. Only upon the successor's rejection of
this Plan and its related Trust Fund or its failure to respond to the
Employer's, the Sponsor's or the Trustee's request that it affirm its
assumption of this Plan within 90 days of the request shall this Plan
automatically terminate. In that event the appropriate portion of the Trust
Fund shall be distributed exclusively to the Members or their Beneficiaries as
soon as possible. If there is a disposition to an unrelated entity of
substantially all of the assets used by the Employer in a trade or business or
a disposition by the Employer of its interest in a subsidiary, the Employer may
make a lump sum distribution from the Plan if it continues the Plan after the
disposition; but the distribution can only be made for those Members who
continue employment with the acquiring entity.

11.7 DISTRIBUTION UPON TERMINATION. A Member is entitled
to receive a lump sum distribution on account of the termination of the Plan if
the Employer and all Affiliated Employers do not establish or maintain a
successor plan within the period ending 12 months after all assets are
distributed from the Plan. A distribution on account of the termination of the
Plan may be made only in the form of a lump sum payment. Therefore, if a
Member's Account balance plus all prior Plan

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<PAGE> 61
distributions to the Member is more than $3,500, and the Member does not
consent to receive an immediate lump sum payment on account of the termination
of the Plan, the Member shall not receive a Plan distribution on account of the
termination of the Plan. His Plan benefit will be payable in the future on
account of a distribution event other than the termination of the Plan.

If the Plan is terminated and does not offer an annuity option
(purchased from a commercial provider), and the Employer or an Affiliated
Employer maintains another defined contribution plan, the Member's Account
balance may be transferred to the other plan without his consent if he does not
consent to an immediate lump sum distribution from the Plan.

For purposes of this Section the term "successor plan" means a
defined contribution plan other than an employee stock ownership plan as
defined in Sections 4975(e) or 409 of the Code or a simplified employee pension
plan as defined in Section 408(k) of the Code. However, the term successor
plan does not include any plan in which fewer than two percent of the Plan
Members were eligible to participate during the 24 month period beginning 12
months before the time of Plan termination.

11.8 MODES OF DISTRIBUTION UPON TERMINATION. All modes of
distribution permitted by this Plan must be available for all distributions to
Members upon termination of this Plan.

11.9 DISTRIBUTIONS TO HIGHLY COMPENSATED EMPLOYEES AND
FORMER EMPLOYEES MUST NOT DISCRIMINATE. Upon termination of the Plan, the
benefit payable to each Highly Compensated Employee or former Employee is
limited to a benefit that is nondiscriminatory under Section 401(a)(4) of the
Code.

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<PAGE> 62
ARTICLE XII

MISCELLANEOUS

12.1 PLAN NOT AN EMPLOYMENT CONTRACT. The adoption and
maintenance of this Plan and its related Trust Fund is not a contract between
any Employer and its Employees which gives any Employee the right to be
retained in its employment. Likewise, it is not intended to interfere with the
rights of any Employer to discharge any Employee at any time or to interfere
with the Employee's right to terminate his employment at any time.

12.2 BENEFITS PROVIDED SOLELY FROM TRUST. All benefits
payable under this Plan shall be paid or provided for solely from the Trust
Fund. No Employer assumes any liability or responsibility to pay any benefit
provided by the Plan.

12.3 ANTI-ALIENATION PROVISION. No principal or income
payable or to become payable from the Trust Fund shall be subject: to
anticipation or assignment by a Member or by a Beneficiary to attachment by,
interference with, or control of any creditor of a Member or Beneficiary, or to
being taken or reached by any legal or equitable process in satisfaction of any
debt or liability of a Member or Beneficiary prior to its actual receipt by the
Member or Beneficiary. An attempted conveyance, transfer, assignment,
mortgage, pledge, or encumbrance of the Trust Fund, any part of it, or any
interest in it by a Member or Beneficiary prior to distribution shall be void,
whether that conveyance, transfer, assignment, mortgage, pledge, or encumbrance
is intended to take place or become effective before or after any distribution
of Trust assets or the termination of this Trust Fund itself. The Trustee
shall never under any circumstances be required to recognize any conveyance,
transfer, assignment, mortgage, pledge or encumbrance by a Member or
Beneficiary of the Trust Fund, any part of it, or any interest in it, or to pay
any money or thing of value to any creditor or assignee of a Member or
Beneficiary for any cause whatsoever. These prohibitions against the
alienation of a Member's Account shall not apply to qualified domestic
relations orders or domestic relations orders entered prior to January 1, 1985.

12.4 REQUIREMENTS UPON MERGER OR CONSOLIDATION OF PLANS.
This Plan shall not merge or consolidate with or transfer any assets or
liabilities to any other plan unless each Member would (if the Plan then
terminated) receive a benefit immediately after the merger, consolidation, or
transfer which is equal to or greater than the benefit he would have been
entitled to receive immediately before the merger, consolidation, or transfer
(if the Plan had then terminated).

12.5 GENDER OF WORDS USED. If the context requires it,
words of one gender when used in this Plan shall include the other genders, and
words used in the singular or plural shall include the other.

XII-1
<PAGE> 63
12.6 SEVERABILITY. Each provision of this Agreement may
be severed. If any provision is determined to be invalid or unenforceable,
that determination shall not affect the validity or enforceability of any other
provision.

12.7 GOVERNING LAW; PARTIES TO LEGAL ACTIONS. The
provisions of this Plan shall be construed, administered, and governed under
the laws of the State of Texas and, to the extent applicable, by the laws of
the United States. The Trustee or any Employer may at any time initiate a
legal action or proceeding for the settlement of the account of the Trustee, or
for the determination of any question or for instructions. The only necessary
parties to that action or proceeding are the Trustee and the Employer
concerned. However, any other person or persons may be included as parties
defendant at the election of the Trustee and the Employer.

IN WITNESS WHEREOF, the Sponsor and has caused this Agreement
to be executed this 19th day of March 1998, to be effective the 1st day of
January 1998, except for those provisions which have an earlier effective date
as provided under applicable provisions of this Plan.

WEATHERFORD ENTERRA, INC.

By /s/ H. Suzanne Thomas
------------------------------

Title: Senior Vice President and Secretary
--------------------------------------

XII-2

<PAGE> 1
EXHIBIT 4.19

WEATHERFORD ENTERRA, INC.

AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN

EFFECTIVE JULY 1, 1996

1. PURPOSE. This Amended and Restated Employee Stock Purchase Plan (the
"Plan") has been established by the Board of Directors of Weatherford Enterra,
Inc. (the "Parent Company"). The purpose of the Plan is to afford eligible
employees of the Parent Company and its subsidiaries (collectively referred to
herein as the "Company") who participate in the Plan, a convenient means for
regular and systematic purchases of the Parent Company's Common Stock, $.10 par
value ("Common Stock"), on a more advantageous basis than would otherwise be
available, thereby increasing their interest in the Company and its efficient
operation.

2. ADMINISTRATION. The Plan shall be administered by a Committee (the
"Committee") composed of not less than three persons, members of which shall be
appointed from time to time by the Board of Directors of the Parent Company and
who may or may not be employees of the Company. The Committee shall have full
power and authority to administer the Plan, to interpret and construe any
provision of the Plan finally and conclusively with respect to all persons
having any interest thereunder, to adopt rules and regulations not inconsistent
with the Plan for carrying out the Plan, providing for matters not specifically
covered thereby, and to alter, amend or revoke any rules or regulations so
adopted. Members of the Committee shall serve until replaced by the Board of
Directors of the Parent Company. Members shall receive no compensation from
the assets of the Plan.

3. SHARES SUBJECT TO THE PLAN. The stock subject to the provisions of the
Plan shall be shares of the Company's Common Stock. The total amount of Common
Stock which may be purchased shall not exceed in the aggregate 69,047 shares.
Distributions of shares hereunder may, at the Committee's sole discretion, be
made from authorized but unissued shares or shares reacquired by the Parent
Company and held as treasury shares.

4. ELIGIBILITY. Subject to restrictions imposed by foreign countries in which
the Company maintains employees, every full-time employee of the Company shall
be eligible to participate in the Plan on the first day of active service with
the Company; provided that an employee eligible to participate in any 401(k)
Savings Plan maintained by the Company shall not be eligible to participate.
An employee on military or sick leave will be considered in the active
continuous service of the Company for the purpose of determining his
eligibility upon return to the Company.

5. EMPLOYEE CONTRIBUTIONS. An eligible employee, including each officer and
director of the Company who is an employee, may contribute by payroll
deductions not less than 2% nor more than 6% of his base wages (as hereinafter
defined). The term "base wages" means earned income, wages, salary and fees
for services rendered in the course of employment with the Company excluding
all of the following items: overtime pay, foreign service premiums, call-in
premiums, bonuses, sales commissions, reimbursements or other expense
allowances, fringe benefits (cash and non-cash),

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<PAGE> 2
moving expenses, deferred compensation, welfare benefits, and other items not
part of the employee's base pay. Payroll deductions may be increased or
reduced within these limits and deductions may be suspended at the request of
any employee. However, payroll deductions may be increased only once, or
reduced only once and suspended only once in any calendar year. Any period of
suspension must be for a minimum of three months. Payroll deductions and any
changes or suspensions thereof will be effective for the first payroll period
beginning in the calendar month next succeeding the date on which an
application with respect thereto is received at the payroll office from which
the employee's salary or wages are paid. An employee's payroll deductions will
be paid to the Agent (as hereinafter defined) within 30 days following the end
of the month in which such employee's check is delivered to him and will be
used for purchases within 30 days thereafter.

6. COMPANY CONTRIBUTIONS. After an eligible employee completes one year of
active service, the Company each month or quarter, as the case may be, will pay
with respect to each participating employee an amount equal to 50% of the
amount of such employee's payroll deductions contributed to the Plan in payroll
periods paid in that month or quarter, as the case may be. The expenses of the
Plan, except transfer taxes and other expenses on withdrawals by participating
employees during their employment, are paid by the Company. With respect to
purchases of Common Stock in the open market, brokerage fees will be paid by
the Company. The Company's contribution with respect to any employee's
deductions will be paid to the Agent at the same time the employee's
contribution is paid to the Agent.

7. THE AGENT AND PURCHASES OF COMMON STOCK. The Agent, which is designated by
the Board of Directors of the Parent Company, will receive the payroll
deductions and related Company contributions, and, together with all cash
dividends, if any, on the Common Stock held under the Plan, will use such
deductions, contributions and dividends to purchase shares of Common Stock.

The Parent Company has set aside a maximum of 69,047shares of its
Common Stock, authorized but unissued, and has agreed, if requested by the
Agent, to sell shares from the shares so set aside for the Plan each month.
The existence of the Plan shall not affect in any way the right or power of the
Parent Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Parent Company's
capital structure or its business, or any merger or consolidation of the Parent
Company, or any issue of bonds, debentures, preferred or prior preference stock
ahead of or affecting the Common Stock or the rights thereof, or the
dissolution or liquidation of the Parent Company, or any sale or transfer of
all or any part of its assets or business, or any other corporate act or
proceeding, whether of a similar character or otherwise.

If, while the Plan remains in effect, the Parent Company shall effect
a subdivision or consolidation of shares or other capital readjustment, the
payment of stock dividend, or other increase or reduction of the number of
shares of Common Stock outstanding, without receiving compensation therefor in
money, services or property, the number of shares then set aside hereunder and
not purchased by the Plan shall be proportionately increased or decreased.

Except as hereinbefore expressly provided, the issue by the Parent
Company of shares of stock of any class, or securities convertible into shares
of stock of any class, for cash or property, or for labor

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<PAGE> 3
or services either upon direct sale or upon the exercise of rights or warrants
to subscribe therefor, or upon conversion of shares or obligations of the
Parent Company convertible into such shares or other securities, shall not
affect, and no adjustment by reason thereof shall be made with respect to, the
number of shares of Common Stock then set aside for the Plan.

All shares of Common Stock purchased by the Agent from the Parent
Company with the contributions for any month shall be sold at a price equal to
the closing price of the Common Stock on the national securities exchange on
which the Common Stock is then listed on the business day immediately prior to
the date the Agent begins its purchases for such month, which date shall be
selected by the Agent. There shall also be sold at the same price such shares
of Common Stock as are applicable to any cash dividends payable in the
following month. Subject to adjustment as described above, the Parent Company
is not obligated to offer more than 69,047 shares of Common Stock under the
Plan. The proceeds from the sale by the Parent Company of Common Stock to the
Plan will be used by the Parent Company for general corporate purposes.

In the event that for any month the Agent determines not to request
that the Parent Company sell shares to the Agent for the Plan, the Agent shall
make the purchases of Common Stock for such month from the issued and
outstanding Common Stock, either upon a national securities exchange or in
private transactions on such terms as the Agent shall deem appropriate,
provided that no such purchases shall be made at a price in excess of the
prevailing market prices for a similar transaction on the national securities
exchange on which the Common Stock is then listed on the date of purchase.

8. EMPLOYEE ACCOUNTS. The Agent will maintain a separate account for each
participating employee. There will be allocated to each account the number of
whole shares, or fractional shares, of Common Stock purchases with
contributions and other proceeds credited to such account. Stock dividends,
stock splits and shares resulting from subscription rights will be allocated in
whole shares or fractions of shares to the appropriate source.

The Agent will furnish to each employee a statement showing the number
of shares of Common Stock credited to his account and the total cost of such
shares at the end of each calendar quarter within 90 days following the end of
each such period.

9. VOTING RIGHTS. The Agent will vote the Common Stock held by it in
accordance with instructions received from employees with respect to shares
credited to their accounts. The Agent will transmit to participating employees
all proxy materials and other reports furnished by the Parent Company to its
stockholders.

10. TENDER FOR PURCHASE. The Agent will tender for purchase the Common Stock
held by it in accordance with instructions received from employees with respect
to shares credited to their accounts. The Agent will transmit to participating
employees all tender offer materials, offers to purchase and other solicitation
materials furnished to holders of the Common Stock of the Parent Company and
received by the Agent.

11. WITHDRAWALS AND TERMINATION OF EMPLOYMENT. Upon requisite notice given
prior to March 1, a participating employee may withdraw part of all of the
whole shares of Common Stock then in his

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<PAGE> 4
account on March 31 of any calendar year. When all the whole shares in an
employee's account have been withdrawn, cash in lieu of fractional shares and
any other credits in his account will also be paid to the withdrawing employee.

On termination of employment, distribution will be made to the
employee, or, in the case of death, to the persons entitled thereto, of all
shares and cash adjustments as described above. On termination of employment
for any reason, no payroll deduction or employer contribution will be made with
respect to the final payroll period.

The employee will bear the cost of any state and U.S. federal taxes
otherwise imposed on an employee, and other expenses of withdrawal, upon the
transfer of shares from the Plan at the termination of employment (including
retirement or death) and upon withdrawals during employment. The Agent is
authorized to deduct such taxes and expenses chargeable to the participating
employee from any cash otherwise payable to him. Any taxes and expenses
chargeable to the employee which are not so paid shall be paid by payroll
deductions.

12. DESIGNATION OF BENEFICIARIES. An employee may designate beneficiaries to
receive on his death amounts credited to his account. Designations may be
amended, replaced or revoked at any time. If there is no such designation,
valid under applicable laws, of a beneficiary who is surviving upon an
employee's death, payment will be made to the person or persons (share and
share alike) in the first of the following classes of beneficiaries then
surviving: the employee's (1) spouse, (2) children, (3) parents, (4) brothers
and sisters. If none of the foregoing are surviving at the employee's death,
then payment will be made to the employee's estate. Any action taken by the
Parent Company or the Agent in making payment or distribution to the person or
persons determined by the Parent Company or the Agent in making payment or
distribution to the person or persons determined by the Committee to be a
designated beneficiary or, in the absence of any such designation, to be a
person who is the appropriate beneficiary as specified in the preceding
sentences, shall be conclusive upon all persons claiming an interest in any
distribution or payment.

13. TRANSFER OF RIGHTS. Except as may be otherwise provided by applicable
law, no rights or interests under the Plan may be hypothecated, transferred,
anticipated or subjected to legal process. Neither the Plan nor any contract
under the Plan provides or will provide for the creation of a lien on assets of
the Plan, except as the Agent is authorized to charge transfer taxes against
such assets, as stated above.

14. AMENDMENT, SUSPENSION AND TERMINATION OF THE PLAN. The Board of Directors
of the Parent Company may, at its discretion, amend, suspend or terminate any
or all provisions of the Plan at any time except that no such action shall be
taken which will, in the Board's judgment, retroactively affect the rights of
participants adversely.

15. INDEMNIFICATION OF THE COMMITTEE AND THE BOARD OF DIRECTORS. With respect
to administration of the Plan, the Parent Company shall indemnify each present
and future member of the Committee and the Board of Directors against, and each
member of the Committee and the Board of Directors shall be entitled without
further act on his part to indemnity from the Parent Company for, all expenses
(including the amount of judgments and the amount of approved settlements made
with a view to the curtailment of costs of litigation, other than amounts paid
to the Parent Company itself) reasonably

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<PAGE> 5
incurred by him in connection with or arising out of any action, suit, or
proceeding in which he may be involved by reason of his being or having been a
member of the Committee or the Board of Directors, whether or not he continues
to be such member of the Committee or the Board of Directors at the time of
incurring such expenses; provided, however, that such indemnity shall not
include any expenses incurred by any such member of the Committee and the Board
of Directors (i) in respect of matters as to which he shall be finally adjudged
in any such action, suit or proceeding to have been guilty of gross negligence
or willful misconduct in the performance of his duty as such member of the
Committee or the Board of Directors, or (ii) in respect of any matter in which
any settlement is effected to an amount in excess of the amount approved by the
Parent Company on the advice of its legal counsel; and provided further, that
no right of indemnification under the provisions set forth herein shall be
available to or enforceable by any such member of the Committee or the Board of
Directors unless, within 60 days after institution of any such action, suit or
proceeding, he shall have offered the Parent Company, in writing, the
opportunity to handle and defend same at its own expense. The foregoing right
of indemnification shall inure to the benefit of the heirs, executors or
administrators of each such member of the Committee or the Board of Directors
and shall be in addition to all other rights to which such member of the
Committee or the Board of Directors may be entitled as a matter of law,
contract, or otherwise.

17. DURATION OF THE PLAN. The Plan is of perpetual duration.

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<PAGE> 1
EXHIBIT 4.26

AMENDED AND RESTATED
CHANGE OF CONTROL AGREEMENT

This Amended and Restated Change of Control Agreement (this
"Agreement") by and between Weatherford Enterra, Inc., a Delaware corporation
(the "Company"), and ________________ (the "Executive"), is effective as of
August 16, 1996.

RECITALS:

A. The Board of Directors of the Company (the "Board") has
previously determined that it is in the best interests of the Company and its
stockholders to assure that the Company will have the continued dedication of
the Executive, notwithstanding the possibility, threat or occurrence of a
Change of Control (as defined below) of the Company. The Board believes it is
imperative to diminish the inevitable distraction of the Executive by virtue of
the personal uncertainties and risks created by a pending or threatened Change
of Control and to encourage the Executive's full attention and dedication to
the Company currently and in the event of any threatened or pending Change of
Control, and to provide the Executive with compensation and benefits
arrangements upon a Change of Control which ensure that the compensation and
benefits expectations of the Executive, which are competitive with those of
executives at other corporations, will be satisfied.

B. The Company, formerly known as Weatherford International
Incorporated, and the Executive have previously entered into that certain
Change of Control Agreement dated 2, as amended (the "Previous Agreement"),
establishing various matters related to the Executive's compensation and
benefits in the event of a Change of Control (as defined in Section 2 of the
Previous Agreement). The Company and the Executive wish to amend the
provisions of the Previous Agreement, and this Agreement amends and restates
the Previous Agreement in its entirety, except as otherwise provided herein.

C. To accomplish these objectives, the Board has caused the
Company to enter into this Agreement.

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1. Certain Definitions.

(a) The "Effective Date" shall mean the first date during
the Change of Control Period (as defined in Section 1(b)) on which a Change of
Control (as defined in Section 1(c)) occurs. Anything in this Agreement to the
contrary notwithstanding, if a Change of Control occurs and if the Executive's
employment with the Company is terminated prior to the date on which the Change
of Control occurs, and if it is reasonably demonstrated by the Executive that
such termination of employment (i) was at the request of a third party who has
taken steps reasonably calculated to effect a Change of Control or (ii)
otherwise arose in connection with or anticipation of a Change of Control, then
for all purposes of this Agreement the "Effective Date" shall mean the date
immediately prior to the date of such termination of employment.

(b) The "Change of Control Period" shall mean the period
commencing on the date hereof and ending on the 3 anniversary of the date
hereof; provided, however, that commencing on the date one year after the date
hereof, and on each annual anniversary of such date (such date and each annual
anniversary thereof shall be hereinafter referred to as the "Renewal Date"),
unless previously terminated, the Change of Control Period shall be
automatically extended so as to terminate 4 year(s) after such Renewal Date,
unless at least 60 days prior to the Renewal Date the Company shall give notice
to the Executive that the Change of Control Period shall not be so extended.

<PAGE> 2
(i) The acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of 20 percent or more of either (A) the then outstanding shares of common stock
of the Company (the "Outstanding Company Common Stock") or (B) the combined
voting power of the then outstanding voting securities of the Company entitled
to vote generally in the election of directors (the "Outstanding Company Voting
Securities"); provided, however that for purposes of this subsection (i), the
following acquisitions shall not constitute a Change of Control:

(A) any acquisition directly from the Company,

(B) any acquisition by the Company,

(C) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Company or any corporation
controlled by the Company, or

(D) any acquisition by any corporation pursuant
to a transaction which complies with clauses (A), (B) and (C) of subsection
(iii) of this Section 1(c); or

(ii) Individuals, who, as of the date hereof, constitute
the Board (the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming a
director subsequent to the date hereof whose election, or nomination for
election by the Company's stockholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such individual was a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board; or

(iii) Consummation of a reorganization, merger or
consolidation or sale or other disposition of all or substantially all of the
assets of the Company (a "Corporate Transaction") in each case, unless,
following such Corporate Transaction, (A) all or substantially all of the
individuals and entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company Voting Securities
immediately prior to such Corporate Transaction beneficially own, directly or
indirectly, more than 60 percent of, respectively, the then outstanding shares
of common stock and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors, as the case
may be, of the corporation resulting from such Corporate Transaction
(including, without limitation, a corporation which as a result of such
transaction owns the Company or all or substantially all of the Company's
assets either directly or through one or more subsidiaries) in substantially
the same proportions as their ownership, immediately prior to such Corporate
Transaction, of the Outstanding Company Common Stock and the Outstanding
Company Voting Securities, as the case may be, (B) no Person (excluding any
corporation resulting from such Corporate Transaction or any employee benefit
plan (or related trust) of the Company or such corporation resulting from such
Corporate Transaction) beneficially owns, directly or indirectly, 20 percent or
more of, respectively, the then outstanding shares of common stock of the
corporation resulting from such Corporate Transaction or the combined voting
power of the then outstanding voting securities of such corporation except to
the extent that such ownership existed prior to the Corporate Transaction and
(C) at least a majority of the members of the board of directors of the
corporation resulting from such Corporate Transaction were members of the
Incumbent Board at the time of the execution of the initial agreement, or of
the action of the Board, providing for such Corporate Transaction; or

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(iv) Approval by the stockholders of the Company of a
complete liquidation or dissolution of the Company.

(d) The "Merger" shall mean the October 5, 1995 merger of Enterra
Corporation with and into Weatherford International Incorporated, the latter
entity being the surviving entity and being renamed Weatherford Enterra, Inc.,
such Merger constituting a Change of Control under the Previous Agreement.

(e) The "Previous Employment Period Expiration Date" shall mean
October 5, 1995.

2. Transition Period.

(a) If no Change of Control other than the Merger has occurred
prior to the Previous Employment Period Expiration Date, the provisions of
Section 4(b)(ii) hereof shall not apply and, in lieu thereof, the Executive
shall be eligible, for each fiscal year during the period commencing on the
Effective Date and ending on the Previous Employment Period Expiration Date, an
annual bonus (for purposes of this Section 2, the "Annual Bonus") in cash or
Common Stock of the Company, or a combination thereof, at the Company's
discretion, under the Company's annual incentive program applicable generally
to the Executive's peer executives of the Company and its affiliated companies,
but in no event shall such program provide the Executive with incentive
opportunities less favorable than the most favorable of those provided by the
Company and its affiliated companies for the Executive under any such program
as in effect at any time during the 120-day period immediately preceding the
Effective Date or, if more favorable to the Executive, those provided generally
at any time after the Effective Date to the Executive's peer executives of the
Company and its affiliated companies. Each such Annual Bonus shall be paid no
later than the end of the third month of the fiscal year next following the
fiscal year for which the Annual Bonus is awarded, unless the Executive shall
elect to defer the receipt of such Annual Bonus.

(b) In the event the Executive's employment is terminated as
provided in Section 5(c) hereof prior to the Previous Employment Period
Expiration Date and no Change of Control other than the Merger has occurred
prior to that date, then the Executive shall receive the benefits provided for
in Section 6(a) of the Previous Agreement in lieu of the benefits provided for
in Section 6(a) hereof. For purposes of Section 6(a)(i)(A) of the Previous
Agreement, "Recent Annual Bonus" shall mean the Executive's highest bonus paid
or payable (whether in cash or Common Stock of the Company) under the Company's
annual incentive program for the last three full fiscal years prior to the
Effective Date (annualized in the event the Executive was not employed by the
Company for the whole of such fiscal year) and "Annual Bonus" shall have the
definition given in subsection 2(a) above.

(c) In the event the Executive's employment continues beyond the
Previous Employment Period Expiration Date, then the Previous Agreement shall
terminate in all respects as of the Previous Employment Period Expiration Date
and shall be of no further force and effect, and this Agreement shall be the
only agreement between the parties with respect to the subject matter hereof.

(d) In the event a Change of Control (as defined in Section 1(c)
hereof) occurs after the effective date of this Agreement, then the Previous
Agreement shall terminate in all respects as of the date of the Change of
Control and shall be of no further force and effect, and this Agreement shall
be the only agreement between the parties with respect to the subject matter
hereof.

(e) The Company and the Executive agree that this Agreement amends
the Previous Agreement in its entirety, except as otherwise provided herein.

3. Employment Period. The Company hereby agrees that the Company or an
affiliated company will continue the Executive in its employ, and the Executive
hereby agrees to remain in the employ of the Company or an affiliate subject to
the terms and conditions of

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this Agreement, for the period commencing on the Effective Date and ending on
the 6 anniversary of such date (the "Employment Period").

4. Terms of Employment.

(a) Position and Duties.

(i) During the Employment Period, (A) the Executive's
position (including status, offices, titles and reporting requirements,
authority, duties and responsibilities) shall be at least commensurate in all
material respects with the most significant of those held, exercised and
assigned at any time during the 120-day period immediately preceding the
Effective Date and (B) the Executive's services shall be performed at the
location where the Executive was employed immediately preceding the Effective
Date or any office or location less than 35 miles from such location.

(ii) During the Employment Period, and excluding any
periods of vacation and sick leave to which the Executive is entitled, the
Executive agrees to devote reasonable attention and time during normal business
hours to the business and affairs of the Company and, to the extent necessary
to discharge the responsibilities assigned to the Executive hereunder, to use
the Executive's reasonable best efforts to perform faithfully and efficiently
such responsibilities. During the Employment Period it shall not be a
violation of this Agreement for the Executive to (A) serve on corporate, civic
or charitable boards or committees, (B) deliver lectures, fulfill speaking
engagements or teach at educational institutions and (C) manage personal
investments, so long as such activities do not significantly interfere with the
performance of the Executive's responsibilities as an employee of the Company
in accordance with this Agreement. It is expressly understood and agreed that
to the extent that any such activities have been conducted by the Executive
prior to the Effective Date, the continued conduct of such activities (or the
conduct of activities similar in nature and scope thereto) subsequent to the
Effective Date shall not thereafter be deemed to interfere with the performance
of the Executive's responsibilities to the Company.

(b) Compensation.

(i) Base Salary. During the Employment Period, the
Executive shall receive an annual base salary ("Annual Base Salary"), which
shall be paid at a monthly rate, at least equal to 12 times the highest monthly
base salary paid or payable, including any base salary which has been earned
but deferred, to the Executive by the Company and/or its affiliated companies
in respect of the 12-month period immediately preceding the month in which the
Effective Date occurs. During the Employment Period, the Annual Base Salary
shall be reviewed no more than 12 months after the last salary increase awarded
to the Executive prior to the Effective Date and thereafter at least annually;
provided, however, that a salary increase shall not necessarily be awarded as a
result of such review. Any increase in Annual Base Salary shall not serve to
limit or reduce any other obligation to the Executive under this Agreement.
Annual Base Salary shall not be reduced after any such increase other than a
reduction that is part of a general salary reduction implemented Company-wide
or by the Executive's employer consistently applied with respect to all or
substantially all employees. The term Annual Base Salary as utilized in this
Agreement shall refer to Annual Base Salary as so increased or decreased. As
used in this Agreement, the term "affiliated companies" shall include any
company controlled by, controlling or under common control with the Company.

(ii) Annual Bonus. Except as provided in Section 2
hereof, in addition to Annual Base Salary, the Executive shall be awarded, for
each fiscal year ending during the Employment Period, an annual bonus (the
"Annual Bonus") in cash at least equal to the Executive's highest bonus
(whether in cash or Common Stock of the Company) paid or payable under the
Company's annual incentive program for the last three full fiscal years prior
to the Effective Date (annualized in the event that the Executive was not
employed by the Company for the whole of such fiscal year) (the "Recent Annual
Bonus"). Each such Annual Bonus shall be paid no later than the end of the
third month of the fiscal year next following the fiscal year

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for which the Annual Bonus is awarded, unless the Executive shall elect to
defer the receipt of such Annual Bonus.

(iii) Incentive, Savings and Retirement Plans. During the
Employment Period, the Executive shall be entitled to participate in all
incentive, savings and retirement plans, practices, policies and programs
applicable generally to the Executive's peer executives of the Company and its
affiliated companies, but in no event shall such plans, practices, policies and
programs provide the Executive with incentive opportunities (measured with
respect to both regular and special incentive opportunities, to the extent, if
any, that such distinction is applicable), savings opportunities and retirement
benefit opportunities, in each case, less favorable, in the aggregate, than the
most favorable of those provided by the Company and its affiliated companies
for the Executive under such plans, practices, policies and programs as in
effect at any time during the 120-day period immediately preceding the
Effective Date or, if more favorable to the Executive, those provided generally
at any time after the Effective Date to the Executive's peer executives of the
Company and its affiliated companies.

(iv) Welfare Benefit Plans. During the Employment Period,
the Executive and/or the Executive's family, as the case may be, shall be
eligible to participate in and shall receive all benefits under welfare benefit
plans, practices, policies and programs provided by the Company and its
affiliated companies (including, without limitation, medical, prescription,
dental, disability, salary continuance, employee life, group life, accidental
death and travel accident insurance plans and programs) to the extent
applicable generally to the Executive's peer executives of the Company and its
affiliated companies, but in no event shall such plans, practices, policies and
programs provide the Executive with benefits which are less favorable, in the
aggregate, than the most favorable of such plans, practices, policies and
programs in effect for the Executive at any time during the 120-day period
immediately preceding the Effective Date or, if more favorable to the
Executive, those provided generally at any time after the Effective Date to the
Executive's peer executives of the Company and its affiliated companies.

(v) Expenses. During the Employment Period, the
Executive shall be entitled to receive prompt reimbursement for all reasonable
expenses incurred by the Executive in accordance with the most favorable
policies, practices and procedures of the Company and its affiliated companies
in effect for the Executive at any time during the 120-day period immediately
preceding the Effective Date or, if more favorable to the Executive, as in
effect generally at any time thereafter with respect to the Executive's peer
executives of the Company and its affiliated companies.

(vi) Fringe Benefits. During the Employment Period, the
Executive shall be entitled to fringe benefits (including, without limitation,
financial planning services, payment of club dues, a car allowance or use of an
automobile and payment of related expenses, as appropriate) in accordance with
the most favorable plans, practices, programs and policies of the Company and
its affiliated companies in effect for the Executive at any time during the
120-day period immediately preceding the Effective Date or, if more favorable
to the Executive, as in effect generally at any time thereafter with respect to
the Executive's peer executives of the Company and its affiliated companies.

(vii) Vacation. During the Employment Period, the
Executive shall be entitled to paid vacation in accordance with the most
favorable plans, policies, programs and practices of the Company and its
affiliated companies in effect for the Executive at any time during the 120-day
period immediately preceding the Effective Date or, if more favorable to the
Executive, as in effect generally at any time thereafter with respect to the
Executive's peer executives of the Company and its affiliated companies.

(viii) Options/SARs. Upon the occurrence of a Change of
Control pursuant to which the Company is not the survivor (or survives only as
a subsidiary of another entity), the surviving corporation shall issue to the
Executive options and tandem stock

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<PAGE> 6
appreciation rights ("SARs"), if applicable, in substitution or replacement of
all outstanding options or SARs previously issued pursuant to a Company stock
option plan or the Company's Stock Appreciation Rights Plan, respectively, any
such options and SARs to have terms and conditions similar to the terms of any
such original options and SARs.

5. Termination of Employment.

(a) Death or Disability. The Executive's employment shall
terminate automatically upon the Executive's death during the Employment
Period. If the Company determines in good faith that the Disability of the
Executive has occurred during the Employment Period (pursuant to the definition
of Disability set forth below), it may give to the Executive written notice in
accordance with Section 12(b) of this Agreement of its intention to terminate
the Executive's employment. In such event, the Executive's employment with the
Company shall terminate effective 30 days after receipt of such notice by the
Executive (the "Disability Effective Date"), provided that within the 30-day
period after such receipt, the Executive shall not have returned to full-time
performance of the Executive's duties. For purposes of this Agreement,
"Disability" shall mean the absence of the Executive from the Executive's
duties with the Company on a full-time basis for 180 calendar days as a result
of incapacity due to mental or physical illness which is determined to be total
and permanent by a physician selected by the Company or its insurers and
acceptable to the Executive or the Executive's legal representative.

(b) Cause. The Company may terminate the Executive's employment
during the Employment Period for Cause. For purposes of this Agreement,
"Cause" shall mean:

(i) the willful and continued failure of the Executive to
perform substantially the Executive's duties with the Company or one of its
affiliates (other than any such failure resulting from incapacity due to
physical or mental illness), after a written demand for substantial performance
is delivered to the Executive by the Board or the Chief Executive Officer of
the Company which specifically identifies the manner in which the Board or
Chief Executive Officer believes that the Executive has not substantially
performed the Executive's duties, or

(ii) the willful engaging by the Executive in illegal
conduct or gross misconduct which is materially and demonstrably injurious to
the Company.

For purposes of this provision, no act, or failure to
act, on the part of the Executive shall be considered "willful" unless it is
done, or omitted to be done, by the Executive in bad faith or without
reasonable belief that the Executive's action or omission was in the best
interests of the Company. Any act, or failure to act, based upon authority
given pursuant to a resolution duly adopted by the Board or upon the
instructions of the Chief Executive Officer or of a senior officer of the
Company or based upon the advice of counsel for the Company shall be
conclusively presumed to be done, or omitted to be done, by the Executive in
good faith and in the best interests of the Company. The cessation of
employment of the Executive shall not be deemed to be for Cause unless and
until there shall have been delivered to the Executive a copy of a resolution
duly adopted by the affirmative vote of not less than three-quarters of the
entire membership of the Board at a meeting of the Board called and held for
such purpose (after reasonable notice is provided to the Executive and the
Executive is given an opportunity, together with counsel, to be heard before
the Board), finding that, in the good faith opinion of the Board, the Executive
is guilty of the conduct described in subparagraph (i) or (ii) above, and
specifying the particulars thereof in detail.

(c) Good Reason. The Executive's employment may be terminated by
the Executive during the Employment Period for Good Reason. For purposes of
this Agreement, "Good Reason" shall mean:

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<PAGE> 7
(i) the assignment to the Executive of any duties
inconsistent in any respect with the Executive's position (including status,
offices, titles and reporting requirements), authority, duties or
responsibilities as contemplated by Section 4(a) of this Agreement, or any
other action by the Company which results in a diminution in such position,
authority, duties or responsibilities, excluding for this purpose an isolated,
insubstantial and inadvertent action not taken in bad faith and which is
remedied by the Company promptly after receipt of notice thereof given by the
Executive;

(ii) any failure by the Company to comply with any of the
provisions of Section 4(b) of this Agreement, other than an isolated,
insubstantial and inadvertent failure not occurring in bad faith and which is
remedied by the Company promptly after receipt of notice thereof given by the
Executive;

(iii) the Company's requiring the Executive to be based at
any office or location other than as provided in Section 4(a)(i)(B) hereof or
the Company's requiring the Executive to travel on Company business to a
substantially greater extent than required immediately prior to the Effective
Date;

(iv) any purported termination by the Company of the
Executive's employment otherwise than as expressly permitted by this Agreement;
or

(v) any failure by the Company to comply with and satisfy
Section 11(c) of this Agreement.

For purposes of this Section 5(c), any good faith
determination of "Good Reason" made by the Executive shall be conclusive.

(d) Notice of Termination. Any termination during the Employment
Period by the Company for Cause, or by the Executive for Good Reason, shall be
communicated by Notice of Termination to the other party hereto given in
accordance with Section 12(b) of the Agreement. For purposes of this
Agreement, a "Notice of Termination" means a written notice which (i) indicates
the specific termination provision in this Agreement relied upon, (ii) to the
extent applicable, sets forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Executive's employment under
the provision so indicated and (iii) if the Date of Termination (as defined
below) is other than the date of receipt of such notice, specifies the
termination date (which date shall be not more than 30 days after the giving of
such notice). The failure by the Executive or the Company to set forth in the
Notice of Termination any fact or circumstance which contributes to a showing
of Good Reason or Cause shall not waive any right of the Executive or the
Company, respectively, from asserting such fact or circumstance in enforcing
the Executive's or the Company's rights hereunder.

(e) Date of Termination. "Date of Termination" shall mean:

(i) if the Executive's employment is terminated by the
Company for Cause, or by the Executive for Good Reason, the date of receipt of
the Notice of Termination or any later date specified therein, as the case may
be;

(ii) if the Executive's employment is terminated by the
Company other than for Cause, death or Disability, the Date of Termination
shall be the date on which the Company notifies the Executive of such
termination; and

(iii) if the Executive's employment is terminated by reason
of death or Disability, the Date of Termination shall be the date of death of
the Executive or the Disability Effective Date, as the case may be.

6. Obligations of the Company upon Termination.

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(a) Good Reason; Other than for Cause, Death or Disability. If,
during the Employment Period, the Company shall terminate the Executive's
employment other than for Cause, death or Disability, or the Executive shall
terminate employment for Good Reason:

(i) The Company shall pay to the Executive in a lump sum
in cash within 30 days after the Date of Termination the aggregate of the
following amounts:

A. the sum of (1) the Executive's Annual Base
Salary through the Date of Termination to the extent not theretofore paid, (2)
the product of (x) the higher of (I) the Recent Annual Bonus and (II) the
Annual Bonus paid or payable, including any bonus or portion thereof which has
been earned but deferred (and annualized for any fiscal year consisting of less
than 12 full months or during which the Executive was employed for less than 12
full months), for the most recently completed fiscal year during the Employment
Period, if any (such higher amount being referred to as the "Highest Annual
Bonus") and (y) a fraction, the numerator of which is the number of days in the
current fiscal year through the Date of Termination, and the denominator of
which is 365, and (3) any compensation previously deferred by the Executive
(together with any accrued interest or earnings thereon) and any accrued
vacation pay, in each case to the extent not theretofore paid (the sum of the
amounts described in clauses (1), (2) and (3) shall be hereinafter referred to
as the "Accrued Obligations"), and

B. the amount equal to the product of (1) 8
times (2) the sum of (x) the Executive's Annual Base Salary and (y) the Highest
Annual Bonus, and

C. an amount equal to the excess of (a) the
actuarial equivalent of the benefit under the Company's qualified defined
benefit retirement plan, if any, in which the Executive participates (the
"Retirement Plan") (utilizing actuarial assumptions no less favorable to the
Executive than those in effect under the Retirement Plan immediately prior to
the Effective Date, if applicable), and any excess or supplemental retirement
plan related to the Retirement Plan in which the Executive participates
(together, the "SERP"), which the Executive would receive if the Executive's
employment continued for 9 year(s) after the Date of Termination assuming for
this purpose that all accrued benefits are fully vested, and assuming that the
Executive's compensation in each of the 10 year(s) is that required by Sections
4(b)(i) and 4(b)(ii), over (b) the actuarial equivalent of the Executive's
actual benefit (paid or payable), if any, under the Retirement Plan and the
SERP as of the Date of Termination, and

D. an amount equal to 11 times the total of the
Employer Matching Contribution credited to the Executive under the Company's
401(k) Savings Plan (the "401(k) Plan") and the Supplemental Matching Accrual
credited under the Company's Supplemental Savings Plan (the "Excess Plan")
during the 12-month period immediately preceding the month of the Executive's
Date of Termination, such amount to be grossed up so that the amount the
Executive actually receives after payment of any federal or state taxes payable
thereon equals the amount first described above;

(ii) For 12 year(s) after the Executive's Date of
Termination, or such longer period as may be provided by the terms of the
appropriate plan, program, practice or policy, the Company shall continue
benefits to the Executive and/or the Executive's family equal to those which
would have been provided to them in accordance with the plans, programs,
practices and policies described in Section 4(b)(iv) of this Agreement if the
Executive's employment had not been terminated; provided, however, that with
respect to any of such plans, programs, practices or policies requiring an
employee contribution, the Executive shall continue to pay the monthly employee
contribution for same, and provided further, that if the Executive becomes
reemployed by another employer and is eligible to receive medical or other
welfare benefits under another employer provided plan, the medical and other
welfare benefits described herein shall be secondary to those provided under
such other plan during such applicable period of eligibility;

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(iii) The Company shall, at its sole expense as incurred,
provide the Executive with outplacement services, the scope and provider of
which shall be selected by the Executive in his sole discretion;

(iv) With respect to all options to purchase Common Stock
held by the Executive pursuant to a Company stock option plan on or prior to
the Date of Termination, irrespective of whether such options are then
exercisable, the Executive shall have the right, during the 60-day period after
the Date of Termination, to elect to surrender all or part of such options in
exchange for a cash payment by the Company to the Executive in an amount equal
the number of shares of Common Stock subject to the Executive's option
multiplied by the difference between (x) and (y) where (y) equals the purchase
price per share covered by the option and (x) equals the highest reported sale
price of a share of Common Stock in any transaction reported on the New York
Stock Exchange during the 60-day period prior to and including the Executive's
Date of Termination; and with respect to all SARs held by the Executive granted
under the Company's Stock Appreciation Rights Plan on or prior to the Date of
Termination, irrespective of whether such SARs are then exercisable, the
Executive shall have the right, during the 60-day period after the Date of
Termination, to elect to surrender all or part of such SARs in exchange for a
cash payment by the Company to the Executive in an amount equal to the number
of SARs held by the Executive multiplied by the difference between (a) and (b)
where (b) equals the fair market value of such SARs on the date on which such
SARs were awarded and (a) equals the price of a share of Common Stock set forth
in clause (x) above. Such cash payments shall be made within 30 days after the
date of the Executive's election; provided, however, that if the Executive's
Date of Termination is within six months after the date of grant of a
particular option or SAR held by the Executive and the Executive is subject to
Section 16(b) of the Securities Exchange Act of 1934, as amended, any cash
payments related thereto shall be made on the date which is six months and one
day after the date of grant of such option or SAR. Notwithstanding the
foregoing, if any right granted pursuant to the foregoing would make a Change
of Control transaction ineligible for pooling of interests accounting treatment
under APB No. 16 that but for this Section 6(a)(iv) would otherwise be eligible
for such accounting treatment, the Executive shall receive shares of Common
Stock with a Fair Market Value equal to the cash that would otherwise be
payable hereunder in substitution for the cash, provided that any such shares
of Common Stock so granted to the Executive shall be registered under the
Securities Act of 1933, as amended; any options or SARs outstanding as of the
Date of Termination and not then exercisable shall become fully exercisable as
of the Executive's Date of Termination, and to the extent the Executive does
not elect to surrender same for a cash payment (or the equivalent number of
shares of Common Stock) as provided above, such options and SARs shall remain
exercisable for seven months after the Executive's Date of Termination or until
the stated expiration of the stated term thereof, whichever is shorter;
restrictions applicable to any shares of Common Stock granted to the Executive
under the Company's Restricted Stock Incentive Plan shall lapse, as of the date
of the Executive's Date of Termination;

(v) All country club memberships, luncheon clubs and
other memberships which the Company was providing for the Executive's use at
the time Notice of Termination is given shall, to the extent possible, be
transferred and assigned to the Executive at no cost to the Executive (other
than income taxes owed), the cost of transfer, if any, to be borne by the
Company;

(vi) The Company shall either transfer to the Executive
ownership and title to the Executive's Company car at no cost to the Executive
(other than income taxes owed) or, if the Executive receives a monthly car
allowance in lieu of a Company car, pay the Executive a lump sum in cash within
30 days after the Executive's Date of Termination equal to 13 times the
Executive's annual car allowance;

(vii) All benefits under the Retirement Plan, the SERP, the
401(k) Plan and the Excess Plan, and any other similar plans, not already
vested shall be 100% vested, to the extent such vesting is permitted under the
Code (as defined below); and

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(viii) To the extent not theretofore paid or provided, the
Company shall timely pay or provide to the Executive any other amounts or
benefits required to be paid or provided or which the Executive is eligible to
receive under any plan, program, policy or practice or contract or agreement of
the Company and its affiliated companies (such other amounts and benefits shall
be hereinafter referred to as the "Other Benefits").

(b) Death. If the Executive's employment is terminated by reason
of the Executive's death during the Employment Period, this Agreement shall
terminate without further obligations to the Executive's legal representatives
under this Agreement, other than for payment of Accrued Obligations and the
timely payment or provision of Other Benefits. Accrued Obligations shall be
paid to the Executive's estate or beneficiaries, as applicable, in a lump sum
in cash within 30 days after the Date of Termination. With respect to the
provision of Other Benefits, the term Other Benefits as utilized in this
Section 6(b) shall include, without limitation, and the Executive's estate
and/or beneficiaries shall be entitled to receive, benefits at least equal to
the most favorable benefits provided by the Company and affiliated companies to
the estates and beneficiaries of the Executive's peer executives of the Company
and such affiliated companies under such plans, programs, practices and
policies relating to death benefits, if any, in effect at any time during the
120-day period immediately preceding the Effective Date or, if more favorable,
those in effect on the date of the Executive's death.

(c) Disability. If the Executive's employment is terminated by
reason of the Executive's Disability during the Employment Period, this
Agreement shall terminate without further obligations to the Executive, other
than for payment of Accrued Obligations and the timely payment or provision of
Other Benefits. Accrued Obligations shall be paid to the Executive in a lump
sum in cash within 30 days after the Date of Termination. With respect to the
provision of Other Benefits, the term Other Benefits as utilized in this
Section 6(c) shall include, without limitation, and the Executive shall be
entitled after the Disability Effective Date to receive, disability and other
benefits at least equal to the most favorable benefits generally provided by
the Company and its affiliated companies to the Executive's disabled peer
executives and/or their families in accordance with such plans, programs,
practices and policies relating to disability, if any, in effect generally at
any time during the 120-day period immediately preceding the Effective Date or,
if more favorable, those in effect at the time of the Disability.

(d) Cause; Other than for Good Reason. If the Executive's
employment is terminated for Cause during the Employment Period, this Agreement
shall terminate without further obligations to the Executive, other than the
obligation to pay to the Executive (x) his or her Annual Base Salary through
the Date of Termination, (y) the amount of any compensation previously deferred
by the Executive, and (z) Other Benefits, in each case to the extent
theretofore unpaid. If the Executive voluntarily terminates employment during
the Employment Period, excluding a termination for Good Reason, this Agreement
shall terminate without further obligations to the Executive, other than for
Accrued Obligations and the timely payment or provision of Other Benefits. In
such case, all Accrued Obligations shall be paid to the Executive in a lump sum
in cash within 30 days after the Date of Termination.

7. Other Rights. Except as provided hereinafter, nothing in this
Agreement shall prevent or limit the Executive's continuing or future
participation in any plan, program, policy or practice provided by the Company
or any of its affiliated companies and for which the Executive may qualify,
nor, subject to Section 12(f), shall anything herein limit or otherwise affect
such rights as the Executive may have under any contract or agreement with the
Company or any of its affiliated companies. Except as provided hereinafter,
amounts which are vested benefits or which the Executive is otherwise entitled
to receive under any plan, policy, practice or program of or any contract or
agreement with the Company or any of its affiliated companies at or subsequent
to the Date of Termination shall be payable in accordance with such plan,
policy, practice or program or contract or agreement. It is expressly agreed
by the Executive that he or she shall have no right to receive, and hereby
waives any entitlement to, any severance pay or similar benefit under any other
plan, policy, practice or

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program of the Company. In addition, if the Executive has an employment or
similar agreement with the Company at the Date of Termination, he or she agrees
that he or she shall have the right to receive all of the benefits provided
under this Agreement or such other agreement, whichever one, in its entirety,
the Executive chooses, but not both agreements, and when the Executive has made
such election, the other agreement shall be superseded in its entirety and
shall be of no further force and effect. The Executive also agrees that to the
extent he or she may be eligible for any severance pay or similar benefit under
any laws providing for severance or termination benefits, such other severance
pay or similar benefit shall be coordinated with the benefits owed hereunder,
such that the Executive shall not receive duplicate benefits.

8. Full Settlement.

(a) No Rights of Offset. The Company's obligation to make the
payments provided for in this Agreement and otherwise to perform its
obligations hereunder shall not be affected by any set-off, counterclaim,
recoupment, defense or other claim, right or action which the Company may have
against the Executive or others.

(b) No Mitigation Required. In no event shall the Executive be
obligated to seek other employment or take any other action by way of
mitigation of the amounts payable to the Executive under any of the provisions
of this Agreement and such amounts shall not be reduced whether or not the
Executive obtains other employment.

(c) Legal Fees. The Company agrees to pay as incurred, to the
full extent permitted by law, all legal fees and expense which the Executive
may reasonably incur as a result of any contest (regardless of the outcome
thereof) by the Company, the Executive or others of the validity or
enforceability of, or liability under, any provision of this Agreement or any
guarantee of performance thereto (including as a result of any contest by the
Executive about the amount of any payment pursuant to this Agreement), plus in
each case interest on any delayed payment at the applicable Federal rate
provided for in Section 7872(f)(2)(A) of the Internal Revenue Code of 1986, as
amended (the "Code").

9. Certain Additional Payments by the Company.

(a) Anything in this Agreement to the contrary notwithstanding and
except as set forth below, in the event it shall be determined that any payment
or distribution by the Company to or for the benefit of the Executive (whether
paid or payable or distributed or distributable pursuant to the terms of this
Agreement or otherwise, but determined without regard to any additional
payments required under this Section 9) (a "Payment") would be subject to the
excise tax imposed by Section 4999 of the Code or any interest or penalties are
incurred by the Executive with respect to such excise tax (such excise tax,
together with any such interest and penalties, are hereinafter collectively
referred to as the "Excise Tax"), then the Executive shall be entitled to
receive an additional payment (a "Gross-Up Payment") in an amount such that
after payment by the Executive of all taxes (including any interest or
penalties imposed with respect to such taxes), including without limitation,
any income taxes (and any interest and penalties imposed with respect thereto)
and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an
amount of the Gross-Up Payment equal to the Excise Tax imposed upon the
Payments. Notwithstanding the foregoing provisions of this Section 9(a), if it
shall be determined that the Executive is entitled to a Gross-Up Payment, but
that the Executive, after taking into account the Payments and the Gross-Up
Payment, would not receive a net after-tax benefit of at least $50,000 (taking
into account both income taxes and any Excise Tax) as compared to the net
after-tax proceeds to the Executive resulting from an elimination of the
Gross-Up Payment and a reduction of the Payments, in the aggregate, to an
amount (the "Reduced Amount") such that the receipt of Payments would not give
rise to any Excise Tax, then no Gross-Up Payment shall be made to the Executive
and the Payments, in the aggregate, shall be reduced to the Reduced Amount.

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<PAGE> 12
(b) Subject to the provisions of Section 9(c), all determinations
required to be made under this Section 9, including whether and when a Gross-Up
Payment is required and the amount of such Gross-Up Payment and the assumptions
to be utilized in arriving at such determination shall be made by Arthur
Andersen LLP or, as provided below, such other certified public accounting firm
as may be designated by the Executive (the "Accounting Firm") which shall
provide detailed supporting calculations both to the Company and the Executive
within 15 business days after the receipt of notice from the Executive that
there has been a Payment, or such earlier time as is requested by the Company.
In the event that the Accounting Firm is serving as accountant or auditor for
the individual, entity or group effecting the Change of Control, the Executive
shall appoint another nationally recognized accounting firm to make the
determinations required hereunder (which accounting firm shall then be referred
to as the Accounting Firm hereunder). All fees and expenses of the Accounting
Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined
pursuant to this Section 9, shall be paid by the Company to the Executive
within five days after the receipt of the Accounting Firm's determination. Any
determination by the Accounting Firm shall be binding upon the Company and the
Executive. As a result of the uncertainty in the application of Section 4999
of the Code at the time of the initial determination by the Accounting Firm
hereunder, it is possible that Gross-Up Payments which will not have been made
by the Company should have been made ("Underpayment"), consistent with the
calculations required to be made hereunder. In the event that the Company
exhausts its remedies pursuant to Section 9(c) and the Executive thereafter is
required to make a payment of any Excise Tax, the Accounting Firm shall
determine the amount of the Underpayment that has occurred and any such
Underpayment shall be promptly paid by the Company to or for the benefit of the
Executive.

(c) The Executive shall notify the Company in writing of any claim
by the Internal Revenue Service that, if successful, would require the payment
by the Company of the Gross-Up Payment. Such notification shall be given as
soon as practicable, but no later than ten business days after the Executive is
informed in writing of such claim, and shall apprise the Company of the nature
of such claim and the date on which such claim is requested to be paid. The
Executive shall not pay such claim prior to the expiration of the 30-day period
following the date on which he gives such notice to the Company (or such
shorter period ending on the date that any payment of taxes with respect to
such claim is due). If the Company notifies the Executive in writing prior to
the expiration of such period that it desires to contest such claim the
Executive shall:

(i) give the Company any information reasonably requested
by the Company relating to such claim,

(ii) take such action in connection with contesting such
claim as the Company shall reasonably request in writing from time to time,
including without limitation, accepting legal representation with respect to
such claim by an attorney reasonably selected by the Company,

(iii) cooperate with the Company in good faith in order
effectively to contest such claim, and

(iv) permit the Company to participate in any proceedings
relating to such claims; provided, however, that the Company shall bear and pay
directly all costs and expenses (including additional interest and penalties)
incurred in connection with such costs and shall indemnify and hold the
Executive harmless, on an after-tax basis, for any Excise Tax or income tax
(including interest and penalties with respect thereto) imposed as a result of
such representation and payment of costs and expenses. Without limitation on
the foregoing provisions of this Section 9(c), the Company shall control all
proceedings taken in connection with such contest and, at its sole option, may
pursue or forego any and all administrative appeals, proceedings, hearings and
conferences with the taxing authority in respect of such claim and may, at its
sole option, either direct the Executive to pay the tax claimed and sue for a
refund or contest the claim in any permissible manner, and the Executive agrees
to

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<PAGE> 13
prosecute such contest to determination before any administrative tribunal, in
a court of initial jurisdiction and in one or more appellate courts, as the
Company shall determine; provided, however, that if the Company directs the
Executive to pay such claim and sue for a refund, the Company shall advance the
amount of such payment to the Executive, on an interest-free basis and shall
indemnify and hold the Executive harmless, on an after-tax basis, from any
Excise Tax or income tax (including interest or penalties with respect thereto)
imposed with respect to such advance or with respect to any imputed income with
respect to such advance; and further provided that any extension of the statute
of limitations relating to payment of taxes for the taxable year of the
Executive with respect to which such contested amount is claimed to be due is
limited solely to such contested amount. Furthermore, the Company's control of
the contest shall be limited to issues with respect to which a Gross-Up Payment
would be payable hereunder and the Executive shall be entitled to settle or
contest, as the case may be, any other issues raised by the Internal Revenue
Service or any other taxing authority.

(d) If, after the receipt by the Executive of an amount advanced
by the Company pursuant to Section 9(c), the Executive becomes entitled to
receive any refund with respect to such claim, the Executive shall (subject to
the Company's complying with the requirements of Section 9(c)) promptly pay to
the Company the amount of such refund (together with any interest paid or
credited thereon after taxes applicable thereto). If, after the receipt by the
Executive of an amount advanced by the Company pursuant to Section 9(c), a
determination is made that the Executive shall not be entitled to any refund
with respect to such claim and the Company does not notify the Executive in
writing of its intent to contest such denial of refund prior to the expiration
of 30 days after such determination, then such advance shall be forgiven and
shall not be required to be repaid and the amount of such advance shall offset,
to the extent thereof, the amount of Gross-Up Payment required to be paid.

10. Confidential Information . The Executive shall hold in a fiduciary
capacity for the benefit of the Company all secret or confidential information,
knowledge or data relating to the Company or any of its affiliated companies,
and their respective businesses, which shall have been obtained by the
Executive during the Executive's employment by the Company or any of its
affiliated companies, provided that it shall not apply to information which is
or shall become public knowledge (other than by acts by the Executive or
representatives of the Executive in violation of this Agreement), information
that is developed by the Executive independently of such information, or
knowledge or data or information that is disclosed to the Executive by a third
party under no obligation of confidentiality to the Company. After termination
of the Executive's employment with the Company, the Executive shall not,
without the prior written consent of the Company or as may otherwise be
required by law or legal process, communicate or divulge any such information,
knowledge or data to anyone other than the Company and those designated by it.
In no event shall an asserted violation of the provisions of this Section 10
constitute a basis for deferring or withholding any amounts otherwise payable
to the Executive under this Agreement.

11. Successors.

(a) This Agreement is personal to the Executive and without the
prior written consent of the Company shall not be assignable by the Executive
otherwise than by will or the laws of descent and distribution. This Agreement
shall inure to the benefit of and be enforceable by the Executive's legal
representatives.

(b) This Agreement shall inure to the benefit of and be binding
upon the Company and its successors and assigns.

(c) The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Agreement in the same manner and to the
same extent that the Company would be required to perform it if no such
succession had taken place. As used in this Agreement, "Company" shall mean
the Company

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<PAGE> 14
as hereinbefore defined and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Agreement by operation of
law, or otherwise.

12. Miscellaneous.

(a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REFERENCE TO PRINCIPLES
OF CONFLICT OF LAWS. The captions of this Agreement are not part of the
provisions hereof and shall have no force or effect. This Agreement may not be
amended or modified otherwise than by a written agreement executed by the
parties hereto or their respective successors and legal representatives.

(b) All notices and other communications hereunder shall be in
writing and shall be given by hand delivery to the other party or by registered
or certified mail, return receipt requested, postage prepaid, addressed as
follows:

If to the Executive:
-------------------------------------

If to the Company: Weatherford Enterra, Inc.
1360 Post Oak Blvd., Suite 1000
Houston, TX 77056
Attention: General Counsel

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notices and communications shall be effective
when actually received by the addressee.

(c) The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.

(d) The Company may withhold from any amounts payable under this
Agreement such Federal, state, local or foreign taxes as shall be required to
be withheld pursuant to any applicable law or regulation.

(e) The Executive's or the Company's failure to insist upon strict
compliance with any provision of this Agreement or the failure to assert any
right the Executive or the Company may have hereunder, including without
limitation, the right of the Executive to terminate employment for Good Reason
pursuant to Section 5(c)(i)-(v) of this Agreement, shall not be deemed to be a
waiver of such provision or right or any other provision or right of this
Agreement.

(f) The Executive and the Company acknowledge that, except as may
otherwise be provided under any other written agreement between the Executive
and the Company, the employment of the Executive by the Company is "at will"
and, subject to Section 1(a) hereof, prior to the Effective Date, the
Executive's employment and/or this Agreement may be terminated by either the
Executive or the Company at any time prior to the Effective Date, in which case
the Executive shall have no further rights under this Agreement. From and
after the Effective Date this Agreement shall supersede any other agreement
between the parties with respect to the subject matter hereof.

IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand
and, pursuant to the authorization from its Board of Directors, the Company has
caused these presents to be executed in its name on its behalf, all as of the
day and year first above written.

-----------------------------
Executive

WEATHERFORD ENTERRA, INC.

By:
-------------------------

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EXHIBIT 5.1

[Fulbright & Jaworski L.L.P. Letterhead]

May 26, 1998

EVI, Inc.
5 Post Oak Park, Suite 1760
Houston, Texas 77027-3415

Ladies and Gentlemen:

We have acted as counsel to EVI, Inc., a Delaware corporation (the "Company"),
in connection with the registration under the Securities Act of 1933 (the
"Act") of an aggregate of 1,761,594 shares (the "Shares") of the Company's
common stock, $1.00 par value (the "Common Stock"), of which (i) 31,825 shares
are to be offered upon the terms and subject to the conditions set forth in the
Weatherford Enterra, Inc. Amended and Restated Non-Employee Director Stock
Option Plan, (ii) 34,865 shares are to be offered upon the terms and subject to
the conditions set forth in the Weatherford International Incorporated 1987
Stock Option Plan, as amended and restated, (iii) 1,207,989 shares are to be
offered upon the terms and subject to the conditions set forth in the
Weatherford Enterra, Inc. 1991 Stock Option Plan, as amended and restated, (iv)
48,165 shares are to be offered upon the terms and subject to the conditions
set forth in the D. Dale Wood Stock Option Agreement, (v) 13,000 shares are to
be offered upon the terms and subject to the conditions set forth in the
Weatherford Enterra, Inc. Stock Appreciation Rights Plan, as amended, (vi)
35,150 shares of Common Stock are to offered upon the terms and subject to the
conditions set forth in the Weatherford Enterra, Inc. Restricted Stock
Incentive Plan,as amended and restated, (vii) an aggregate of 250,000 shares
are to be offered upon the terms and subject to the conditions set forth in the
Amended and Restated Change of Control Agreements between Weatherford Enterra,
Inc. and each of James R. Burke, Jon Nicholson, Norman W. Nolen and H. Suzanne
Thomas, the Change of Control Agreements between Weatherford Enterra, Inc. and
each of Thomas R. Bates, Jr. and Randall D. Stilley and the Amended and Restated
Change of Control Agreements dated August 16, 1996, between Weatherford
Enterra, Inc., and each of Philip D. Gardner, James D. Green, Weldon W. Walker
and F. Thomas Tilton, (viii) 65,600 shares are to be offered upon the terms and
subject to the conditions set forth in the Weatherford Enterra, Inc. Amended
and Restated Employee Stock Purchase Plan (all of such plans referred to in
clauses (i) through (viii) collectively referred to as the "Weatherford Plans")
and (ix) 75,000 shares are to be offered upon the terms and subject to the
conditions set forth in the Employment Agreement dated March 16, 1998, between
the Company and Curtis W. Huff (such agreement and the Weatherford Plans
collectively referred to as the "Plans"). The Shares issuable pursuant to the
Weatherford Plans will be issuable by the Company subject to the completion of
the merger of Weatherford Enterra, Inc., a Delaware corporation ("Weatherford"),
with and into the Company pursuant to an Agreement and Plan of Merger dated as
of March 4, 1998, as amended, between the Company and Weatherford (the "Merger
Agreement").

In connection therewith, we have examined or considered originals
or copies, certified or otherwise identified to our satisfaction, of the
Restated Certificate of Incorporation of the Company, as amended, the By-laws of
the Company, the Plans, the Merger Agreement, records of relevant corporate
proceedings with respect to the offering of the Shares and such other documents,
instruments and corporate records as we have deemed necessary or appropriate for
the expression of the opinions contained herein. We have also reviewed the
Company's Registration Statement on Form S-8 (the "Registration Statement") to
be filed with the Securities and Exchange Commission with respect to the Shares.

We have assumed the authenticity and completeness of all records,
certificates and other instruments submitted to us as originals, the conformity
to original documents of all records, certificates and other instruments
submitted to us as copies, the authenticity and completeness of the originals of
those records, certificates and other instruments submitted to us as copies and
the correctness of all statements of fact contained in all records, certificates
and other instruments that we have examined.

Based on the foregoing and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that the Shares
have been duly and validly authorized for issuance and, when issued in
accordance with the terms of the applicable Plan will be duly and validly
issued, fully paid and nonassessable.

The foregoing opinion is limited to the federal laws of the United
States of America and the General Corporation Law of the State of Delaware, and
we are expressing no opinion as to the effect of the laws of any other
jurisdiction.

We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the use of our name under the caption
"Item 5. Interests of Named Experts and Counsel" in the Registration Statement.

Sincerely,

Fulbright & Jaworski L.L.P.

<PAGE> 1

EXHIBIT 23.2