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                                                                   EXHIBIT 10.10


                               W&T OFFSHORE, INC.
                      LONG-TERM INCENTIVE COMPENSATION PLAN

                                Table of Contents

<TABLE>
<CAPTION>
<S>                                                                         <C>
1.    Definitions                                                            1

2.    Incentives                                                             3

3.    Administration                                                         4

4.    Eligibility/Forfeiture in the Event of Termination for Cause           5

5.    Qualified Performance-Based Incentives                                 6

6.    Shares Available for Incentives                                        7

7.    Options                                                                8

8.    Stock Appreciation Rights                                             10

9.    Performance Shares                                                    10

10.   Restricted Stock                                                      11

11.   Acquisition and Change of Control Events                              12

12.   Discontinuance or Amendment of Plan                                   15

13.   Nontransferability                                                    16

14.   No Right of Employment                                                16

15.   Taxes                                                                 16

16.   Governing Law                                                         16

17.   Miscellaneous                                                         16
</TABLE>

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                               W&T OFFSHORE, INC.
                      LONG-TERM INCENTIVE COMPENSATION PLAN

     This Long-Term Incentive Compensation Plan ("Plan"), effective April 15,
2004, is established primarily to encourage employees and consultants of W & T
Offshore, Inc. (the "Company"), its Affiliates, and its joint ventures to
acquire Stock and other equity-based interests in the Company. It is believed
that the Plan will stimulate employees' and consultants' efforts on the
Company's behalf, will tend to maintain and strengthen their desire to remain
with the Company, will be in the interest of the Company and its shareholders,
and will encourage such employees and consultants to have greater personal
financial investment in the Company thorough ownership of its Stock. The Plan
supersedes and replaces that certain Long Term Incentive Plan of the Company
adopted in 2003 (the "Original Incentive Plan").

1.   Definitions

     "Affiliate" shall have the meaning assigned to the term pursuant to Rule
12b-2 as promulgated under the Securities Exchange Act of 1934, as amended.

     The "Board" means the Board of Directors of the Company.

     "Cause" shall mean: (a) theft of property belonging to the Company or one
of its Affiliates (including but not limited to trade secrets and confidential
information); (b) fraud on the Company or one of its Affiliates; (c) conviction
of, or pleading "no contest" to, a felony committed while employed by or
consulting for the Company or one of its Affiliates; (d) breach of fiduciary
duty to the Company or one of its Affiliates; or (e) deliberate, willful or
gross misconduct related to the Company or an Affiliate.

     The "Code" means the Internal Revenue Code of 1986, as amended, or any
successor code thereto.

     The "Committee" means the Compensation Committee of the Board of Directors
of the Company.

     The "Company" means W & T Offshore, Inc.

     "Covered Employee" means an employee who is a "covered employee" within the
meaning of Section 162(m) of the Code.

     "Division" shall mean a section of the Company or an Affiliate.

     "Eligible Employee" mean a regular full-time or part-time employee of the
Company, its Affiliates, and its joint ventures, including officers, whether or
not under direction of the Company.

     "Fair Market Value" means the value of a share of Stock on a particular
date determined by such methods or procedures as may be established by the
Committee.

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Unless otherwise determined by the Committee, the Fair Market Value of Stock as
of any date is the closing price for the Stock as reported on the New York Stock
Exchange (or on any other national securities exchange on which the Stock is
then listed) for that date or, if no closing price is reported for that date,
the closing price on the next preceding date for which a closing price was
reported. For purposes of awards effective as of the effective date of the
Company's initial public offering, Fair Market Value of Stock shall be the price
at which the Stock is offered to the public in its initial public offering.

     "Incentive Option" means an Option that by its terms is to be treated as an
"incentive stock option" within the meaning of Section 422 of the Code.

     "Incentives" means awards made under this Plan of any of the following, or
any combination of the following: (a) Options (including both Incentive Options
and Nonstatutory Stock Options); (b) Stock Appreciation Rights; (c) Restricted
Stock; and (d) Performance Shares.

     "Nonstatutory Stock Option" means any Option that is not an Incentive
Option.

     "Option" means an option to purchase one or more shares of the Company's
Stock.

     "Participant" means any holder of an Incentive awarded under the Plan.

     "Performance Criteria" means the criteria that the Committee selects for
purposes of establishing the Performance Goal or Performance Goals for a
Participant for a Performance Period. The Performance Criteria used to establish
Performance Goals are limited to: pre- or after-tax net earnings, sales growth,
operating earnings, operating cash flow, return on net assets, return on
shareholders' equity, return on assets, return on capital, stock price growth,
shareholder returns, gross or net profit margin, earnings per share, price per
share of stock, and market share, any of which may be measured either in
absolute terms or as compared to any incremental increase or as compared to
results of a peer group. In the case of Qualified Performance-Based Incentives,
the Committee will, within the time prescribed by Section 162(m) of the Code,
objectively define the manner of calculating the Performance Criteria it selects
to use for such Performance Period for recipients of such Incentives.

     "Performance Goals" means, for a Performance Period, the written goals
established by the Committee for the Performance Period based upon the
Performance Criteria. Depending on the Performance Criteria used to establish
such Performance Goals, the Performance Goals may be expressed in terms of
overall Company performance or the performance of an Affiliate, Division or
Participant.

     "Performance Period" means the one or more periods of time, which may be of
varying and overlapping durations, selected by the Committee, over which the
attainment of one or more Performance Goals will be measured for purposes of
determining a Participant's right to, and the payment of, an Incentive.

<PAGE>

     "Performance Shares" shall mean contingent awards granted by the Committee
in shares of Stock, cash or any combination of Stock and Stock and cash, with
such awards only paid if the Company, an Affiliate, or Division specified by the
Committee meets Performance Goals established by the Committee.

     "Plan" shall refer to the Long-Term Incentive Compensation Plan described
in this document.

     "Qualified Performance-Based Incentives" means awards of Incentives
intended to qualify as "performance-based compensation" under Section 162(m) of
the Code.

     "Restricted Stock" means shares of Stock granted to a Participant subject
to a Risk of Forfeiture.

     "Restriction Period" means the period of time, established by the Committee
in connection with an award of Restricted Stock, during which the shares of
Restricted Stock are subject to a Risk of Forfeiture described in the applicable
award agreement.

     "Risk of Forfeiture" means a limitation on the right of the Participant to
retain Restricted Stock, including a right in the Company to reacquire shares of
Restricted Stock at less than their then Fair Market Value, arising because of
the occurrence or non-occurrence of specified events or conditions.

     "Stock" shall refer to one or more shares of the Company's common stock.

     "Stock Appreciation Right" means a right to receive any excess in the Fair
Market Value of shares of Stock over a specified exercise price.

2.   Incentives

     Incentives under the Plan may be granted in any one or a combination of (a)
Incentive Options (or other statutory stock option); (b) Nonstatutory Stock
Options; (c) Stock Appreciation Rights; (d) Restricted Stock; and (e)
Performance Shares. All Incentives shall be subject to the terms and conditions
set forth herein and to such other terms and conditions as may be established by
the Committee, except that the provisions of this Plan shall not apply
retroactively to any Incentive issued before the effective date of this Plan.
Determinations by the Committee under the Plan (including, without limitation,
determinations as to the Eligible Employees; the form, amount and timing of
Incentives; and the terms and provisions of agreements evidencing Incentives)
need not be uniform and may be made selectively among Eligible Employees who
receive, or are eligible to receive, Incentives, whether or not such Eligible
Employees are similarly situated.

<PAGE>

3.   Administration

     (a) Compensation Committee. The Plan shall be administered by the
Compensation Committee. No person who makes or participates in making an award
under this Plan, whether as a member of the Committee, a delegate of the
Committee, or in any other capacity, shall make or participate in making an
award to himself or herself. No director or person acting pursuant to the
authority delegated by the Committee shall be liable for any action or
determination relating to or under the Plan made in good faith.

     (b) Powers of Committee. The Committee will have full discretionary power
to administer the Plan in all of its details, subject to applicable requirements
of law. For this purpose, in addition to all other powers provided by this Plan,
the Committee's discretionary powers will include, but will not be limited to,
the following discretionary powers:

         (1) To make and enforce such rules and regulations as it deems
necessary or proper for the efficient administration of the Plan;

         (2) To interpret the Plan;

         (3) To decide all questions concerning the Plan and the eligibility of
any person to participate in the Plan, and the determination of whether a worker
is an Eligible Employee shall be made in the sole and exclusive discretion of
the Committee;

         (4) To appoint such agents, counsel, accountants, consultants and other
persons as may be required to assist in administering the Plan;

         (5) To delegate some or all of its power and authority to the Chief
Executive officer, other senior members of management, or committee or
subcommittee, as the Committee deems appropriate. However, the Committee may not
delegate its authority with regard to any matter or action affecting an officer
subject to Section 16 of the Securities Exchange Act of 1934;

         (6) To impose such restrictions and limitations on any awards granted
under the Plan as it may deem advisable, including, but not limited to share
ownership or holding period requirements and requirements to enter into or to
comply with confidentiality agreements and, to the extent allowed by law,
non-competition and other restrictive or similar covenants.

         (7) To correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any award made under the Plan in the manner and to
the extent it shall deem expedient to carry the Plan into effect and it shall be
the sole and final judge of such expediency; and

<PAGE>

         (8) If the Committee determines that the amendment of an Incentive
awarded under this Plan is in the best interest of a Participant, to amend any
such Incentive without the consent of the Participant.

     Any determination by the Committee or its delegate(s) shall be final,
binding and conclusive on all persons, in the absence of clear and convincing
evidence that the Committee or its delegates(s) acted arbitrarily and
capriciously.

     (c) Vesting Period. If applicable, the Committee shall determine the
vesting period for Incentives granted under this Plan and shall specify such
vesting period in writing in making an award of an Incentive under this Plan.
However, should the Committee award Options under this Plan without specifying a
vesting period, then the vesting period shall be five years, with 20% of the
Options to vest at the end of each calendar year following the award.

     (d) Documentation of Award of Incentive. Each Incentive awarded under this
Plan shall be evidenced in such written form as the Committee shall determine.
Each award may contain terms and conditions in addition to those set forth in
the Plan.

     (e) Participants Outside the United States. The Committee may modify the
terms of any Incentive granted under the Plan to a Participant who is, at the
time of grant or during the term of the Incentive, resident or primarily
employed outside of the United States. Such modification, which may be made in
any manner deemed by the Committee to be necessary or appropriate, shall only be
made in order that the Incentive shall conform to laws, regulations, and customs
of the country in which the Participant is then resident or primarily employed,
or so that the value and other benefits of the Incentive to the Participant, as
affected by foreign tax laws and other restrictions applicable as a result of
the Participant's residence or employment abroad, shall be comparable to the
value of such an Incentive to a Participant who is resident or primarily
employed in the United States. The Committee may establish supplements to, or
amendments, restatements, or alternative versions of, the Plan for the purpose
of granting and administrating any such modified Incentive. No such
modification, supplement, amendment, restatement or alternative version may
increase the share limits set forth in this Plan.

4.   Eligibility/ Forfeiture in the Event of Termination for Cause

     (a) Eligibility. Eligible Employees may receive Incentives under this Plan.
Those directors who are not regular employees of the Company are not eligible to
receive Incentives. Unless otherwise indicated in this Plan, consultants to the
Company are also eligible to receive Incentives.

     (b) Forfeiture. If the Company or one of its Affiliates terminates an
Eligible Employee for Cause or cancels the engagement of a consultant for Cause,
the Board, by written resolution, may, to the fullest extent allowed by law,
cancel and/or cause the forfeiture of any unvested and/or unexercised Option and
any unpaid Stock

<PAGE>

Appreciation Right, unvested Performance Share, or Restricted Stock awarded to
such Eligible Employee or consultant.

5.   Qualified Performance-Based Incentives

     (a) Applicability. This section will apply only to Covered Employees, or to
those persons whom the Committee determines are reasonably likely to become
Covered Employees in the period covered by an Incentive. The Committee may, in
its discretion, select particular Covered Employees to receive Qualified
Performance-Based Incentives. The Committee may, in its discretion, grant
Incentives (other than Qualified Performance-Based Incentives) to Covered
Employees that do not satisfy the requirements of this section.

     (b) Purpose. As to any Covered Employee or person likely to become a
Covered Employee during the period covered by an Incentive, the Committee shall
have the ability to qualify any of the Incentives as "performance-based
compensation" under Section 162(m) of the Code. If the Committee, in its
discretion, decides to grant an Incentive as a Qualified Performance-Based
Incentive, the provisions of this section will control over any contrary
provision contained in the Plan. In the course of granting any Incentive, the
Committee may specifically designate the Incentive as intended to qualify as a
Qualified Performance-Based Incentive. However, no Incentive shall be considered
to have failed to qualify as a Qualified Performance-Based Incentive solely
because the Incentive is not expressly designated as a Qualified
Performance-Based Incentive, if the Incentive otherwise satisfies the provisions
of this section and the requirements of Section 162(m) of the Code and the
regulations thereunder applicable to "performance-based compensation."

     (c) Authority. All grants of Incentives intended to qualify as Qualified
Performance-Based Incentives shall be made by the Committee or, if all of the
members thereof do not qualify as "outside directors" within the meaning of
applicable IRS regulations under Section 162 of the Code, by a subcommittee of
the Committee consisting of such of the members of the Committee who do so
qualify. Any action by such a subcommittee shall be considered the action of the
Committee for purposes of the Plan. The Committee (or subcommittee, if
necessary) shall also determine the terms applicable to Qualified
Performance-Based Incentives.

     (d) Discretion of Committee. Options may be granted as Qualified
Performance-Based Incentives. The exercise price of any Option intended to
qualify as a Qualified Performance-Based Incentive shall in no event be less
that the Fair Market Value on the date of the grant of the Stock covered by the
Option. With regard to other Incentives intended to qualify as Qualified
Performance-Based Incentives, the Committee will have full discretion to select
the length of any applicable Restriction Period or Performance Period.
Additionally, the Committee shall have full discretion to establish the
Performance Criteria, the kind and/or level of the applicable Performance Goal,
and whether the Performance Goal is to apply to the Company, Affiliate or
Division or to the individual. Any Performance Goal or Goals applicable to
Qualified Performance-Based

<PAGE>

Incentives shall be objective, shall be established not later than ninety (90)
days after the beginning of any applicable Performance Period (or at such other
date as may be required or permitted for "performance-based compensation" under
Section 162(m) of the Code), and shall otherwise meet the requirements of
Section 162(m) of the Code, including the requirement that the outcome of the
Performance Goal or Goals be substantially uncertain (as defined in the
regulations under Section 162(m) of the Code) at the time established.

     (e) Payment of Qualified Performance-Based Incentives. A Participant will
be eligible to receive payment under a Qualified Performance-Based Incentive
that is subject to achievement of a Performance Goal or Goals only if the
applicable Performance Goal or Goals are achieved within the applicable
Performance Period, as determined by the Committee. In determining the actual
size of an individual Qualified Performance-Based Incentive, the Committee may
reduce or eliminate the amount of the Qualified Performance-Based Incentive
earned for the Performance Period, if, in its sole and absolute discretion, such
reduction or elimination is appropriate.

     (f) Limitation of Adjustments for Certain Events. No adjustment of any
Qualified Performance-Based Incentive shall be made except on such basis, if
any, as will not cause such Incentive to provide other than "performance-based
compensation" within the meaning of Section 162(m) of the Code.

6.   Shares Available for Incentives and Limits on Incentives

     (a) Maximum Shares. Subject to adjustment as provided in this Section 6,
there is hereby reserved for issuance under the Plan up to 250,000 shares of
Stock of the Company. If shares of Stock of the Company are split, then the
number of shares reserved for issuance under the Plan shall be automatically
adjusted to reflect such a stock split.

     (b) Limit on an Individual's Incentives. In any given year, no Eligible
Employee may receive Incentives covering more than 20% of the aggregate number
of shares which may be issued pursuant to the Plan. Except as may otherwise be
permitted by the Code, Incentive Options granted to an Eligible Employee during
one calendar year shall be limited as follows: at the time the Incentive Options
are granted, the Fair Market Value of the Stock covered by Incentive Options
first exercisable by an Eligible Employee in any calendar year may not, in the
aggregate, exceed $100,000. The maximum Qualified Performance-Based Incentive
payment to any one Participant under the Plan for a Performance Period is 20% of
the aggregate number of shares that may be issued pursuant to the Plan, or if
the Qualified Performance-Based Incentive is paid in cash, that number of shares
multiplied by the Fair Market Value of the Stock as of the date the Qualified
Performance-Based Incentive is granted.

     (c) Source of Shares. Shares under this Plan may be delivered by the
Company from its authorized but unissued shares of Stock or from Stock held in
the Company treasury. . There are no unexercised Options outstanding under the
Original Incentive Plan. To the extent that shares of Stock subject to an
outstanding award under

<PAGE>

the Plan are not issued by reason of forfeiture, termination, surrender,
cancellation, or expiration while unexercised; by reason of the tendering or
withholding of shares to pay all or a portion of the exercise price or to
satisfy all or a portion of the tax withholding obligations relating to the
award; by reason of being settled in cash in lieu of shares or settled in a
manner that some or all of the shares covered by the award are not issued to the
Participant; or being exchanged for a grant under the Plan that does not involve
Stock, then such shares shall immediately again be available for issuance under
the Plan, unless such availability would cause the Plan to fail to comply with
Rule 16b-3 under the Securities Exchange Act of 1934, or any other applicable
law or regulation.

     (d) Recapitalization Adjustment. In the event of a reorganization,
recapitalization, stock split, stock dividend, combination of shares, merger,
consolidation, rights offering, or any other change in the corporate structure
or shares of the Company, the Committee shall make such adjustment, if any, as
it may deem appropriate in the number and kind of shares authorized by the Plan;
in the number and kind of shares covered by Incentives granted; in the price of
Options; and in the Fair Market Value of Stock Appreciation Rights. No
adjustment under this section or any other part of this Plan shall be made if:
(1) it would cause an Incentive granted under this Plan as a Qualified
Performance-Based Incentive to fail under Code 162(m), or (2) it would cause an
Incentive granted as Incentive Option to fail to meet the criteria for Incentive
Option.

7.   Options

     The Committee may grant options qualifying as Incentive Options under the
Code, other statutory options under the Code, and Nonstatutory Options. Such
Options shall be subject to the following terms and conditions and such other
terms and conditions as the Committee may prescribe:

     (a) Option Price. The option price per share with respect to each Option
shall be determined by the Committee, but shall not be less than 100% of the
Fair Market Value of the Company's Stock on the date the Option is granted;
provided, however, that in the case of an Incentive Option granted to an
Eligible Employee who, immediately prior to such grant, owns stock (either
common or preferred) possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company or a subsidiary of
the Company, the option price shall not be less than one hundred ten percent
(110%) of the fair market value on the date of grant.

     (b) Period of Option. The period of each Option shall be fixed by the
Committee but shall not exceed ten (10) years.

     (c) Payment. The Option price shall be payable in cash at the time the
Option is exercised; provided, however, that in lieu of such cash the person
exercising the Option may pay the option price in whole or in part by delivering
Stock having a fair market value on the date of exercise of the Option equal to
the option price for the shares being purchased. No shares shall be issued until
full payment for such shares has been made. A

<PAGE>

grantee of an Option shall have none of the rights of a shareholder until the
shares are issued.

     (d) Exercise of Option. So long as an Option grantee remains employed by
the Company, the shares covered by an Option may be purchased in such
installments and on such exercise dates as the Committee or its delegate may
determine. In no event shall any Option be exercisable after its specified
expiration period.

     (e) Termination of Employment. Upon the termination of an Option grantee's
employment (for any reason other than retirement, death or Cause) Option
privileges shall be limited to the shares that were immediately exercisable at
the date of such termination. The Committee, however, in its discretion, may
provide that any Options outstanding but not yet exercisable upon the
termination of an Option grantee's employment may become exercisable in
accordance with a schedule to be determined by the Committee. Such Option
privileges shall expire unless exercised or surrendered under a Stock
Appreciation Right within such period of time after the date of termination of
employment as may be established by the Committee, but in no event later than
the expiration date of the Option. Incentive Options must, however, be exercised
no later than three months after termination of employment, unless the Option
grantee is disabled, in which case this three month period is extended to one
year. If a Participant's employment or consulting assignment is terminated for
Cause, all rights under the Option shall expire upon the Participant's receipt
of the notice of such termination.

     (f) Retirement. Upon retirement of an Option grantee, Option privileges
shall apply to those shares immediately exercisable at the date of retirement.
The Committee, however, in its discretion, may provide that any Options
outstanding but not yet exercisable upon the retirement of an Option grantee may
become exercisable in accordance with a schedule to be determined by the
Committee. Option privileges shall expire unless exercised within such period of
time as may be established by the Committee but in no event later than the
expiration data of the Option.

     (g) Death. Upon the death of an Option grantee, Option privileges shall
apply to those shares that were immediately exercisable at the time of death.
The Committee, however, in its discretion, may provide that any Options
outstanding but not yet exercisable upon the death of an Option grantee may
become exercisable in accordance with a schedule to be determined by the
Committee. Such privileges shall expire unless exercised by legal
representatives within a period of time as determined by the Committee but in no
event later than the expiration date of the Option.

     (h) Divorce. Incentive Stock Options transferred incident to divorce will
cease to be statutory stock options on transfer.

     (i) Cancellation of Options with No Value. Any person who receives a grant
of Options under this Plan may be required, at the time the Options are awarded,
to sign a consent allowing the Board, in its discretion, to cancel the Options
if their Fair Market

<PAGE>

Value decreases such that their exercise price is significantly above their Fair
Market Value.

8. Stock Appreciation Rights

     The Committee may, in its discretion, grant Stock Appreciation Rights
either singly or in combination with an underlying Option granted hereunder.
Such Stock Appreciation Rights shall be subject to the following terms and
conditions and such other terms and conditions as the Committee may prescribe:

     (a) Time and Period of Grant. If a Stock Appreciation Right is granted with
respect to an underlying Option, it may be granted at the time of the Option or
at any time thereafter but prior to the expiration of the Option. If a Stock
Appreciation Right is granted with respect to an underlying Option, at the time
the Stock Appreciation Right is granted, the Committee may limit the exercise
period for such Stock Appreciation Right, before and after which period no Stock
Appreciation Right shall attach to the underlying Option. In no event shall the
exercise period for a Stock Appreciation Right exceed the exercise period for
such Option. If a Stock Appreciation Right is granted without an underlying
Option, the Committee shall set the period for exercise of the Stock
Appreciation Right.

     (b) Value of Stock Appreciation Right. If a Stock Appreciation Right is
granted with respect to an underlying Option, the grantee will be entitled to
surrender the Option that is then exercisable and receive in exchange an amount
equal to the excess of the Fair Market Value of the Stock on the date the
election to surrender is received by the Company over the Option price
multiplied by the number of shares covered by the Options that are surrendered.
If a Stock Appreciation Right is granted without an underlying Option, the
grantee will receive upon exercise of the Stock Appreciation Right an amount
equal to or exceeding the Fair Market Value of the Stock on the date the
election to surrender such Stock Appreciation Right is received by the Company
over the Fair Market Value of the Stock on the date of grant multiplied by the
number of shares covered by the grant of the Stock Appreciation Right.

     (c) Payment of Stock Appreciation Right. Payment of a Stock Appreciation
Right shall be in the form of shares of Stock, cash, or any combination of Stock
and Stock and cash. The form of payment upon exercise of such a right shall be
determined by the Committee either at the time of grant of the Stock
Appreciation Right or at the time of exercise of the Stock Appreciation Right.

9. Performance Shares

     The Committee may grant Performance Shares to any Eligible Employee
selected by the Committee in its sole discretion. Such Performance Shares shall
be subject to the following terms and conditions and such other terms and
conditions as the Committee may prescribe:

<PAGE>

     (a) Performance Period and Performance Goals. In granting Performances
Shares, the Committee shall determine and specify the Performance Period. The
Committee shall also establish Performance Goals to be met by the Company,
Affiliate or Division during the Performance Period as a condition to payment of
the Performance Share grant. The Performance Goals may include minimum and
optimum objectives or a single set of objectives.

     (b) Payment of Performance Shares. The Committee shall establish the method
of calculating the amount of payment to be made under a Performance Share grant
if the Performance Goals are met, including the fixing of a maximum payment. The
Performance Share grant shall be expressed in terms of shares of Stock. After
the completion of a Performance Period, the performance of the Company,
Affiliate, or Division shall be measured against the Performance Goals, and the
Committee shall determine whether all, none or any portion of a Performance
Share grant shall be paid. The Committee, in its discretion, may elect to make
payment in shares of Stock, cash or a combination of Stock and Stock and cash.
Any cash payment shall be based on the Fair Market Value of Performance Shares
on, or reasonably close to, the date of payment.

     (c) Revision of Performance Goals. At any time prior to the end of a
Performance Period, the Committee may revise the Performance Goals and the
computation of payment if unforeseen events occur that have a substantial effect
on the performance of the Company, Affiliate or Division and that in the
judgment of the Committee make the application of the Performance Goals unfair
unless a revision is made.

     (d) Requirement of Employment. A grantee of Performance Shares must remain
in the employment of the Company until the completion of the Performance Period
in order to be entitled to payment under the Performance Share grant. However,
the Committee may, in its sole discretion, provide for a partial payment where
such an exception is deemed equitable.

     (e) Dividends. The Committee may, in its discretion, at the time of the
granting of Performance Shares, provide that any dividends declared on the Stock
during the Performance Period, and that would have been paid with respect to
Performance Shares had they been owned by a grantee, be (i) paid to the grantee,
or (ii) accumulated for the benefit of the grantee and used to increase the
number of Performance Shares of the grantee.

10. Restricted Stock

     The Committee may award Restricted Stock to a grantee. All shares of
Restricted Stock granted shall be subject to a Risk of Forfeiture as determined
by the Committee, and shall additionally be subject to the following terms and
conditions and such other terms and conditions as the Committee may prescribe:

<PAGE>

     (a) Requirement of Employment. A grantee of Restricted Stock must remain in
the employment of the Company during the Restriction Period in order to retain
the shares of Restricted Stock. If the grantee leaves the employment of the
Company prior to the end of the Restriction Period, the Restricted Stock award
shall terminate and the shares of Stock shall be returned immediately to the
Company. However, the Committee may, at the time of the grant, allow the
employment restriction to lapse with respect to a portion or portions of the
Restricted Stock at different times during the Restriction Period. The Committee
may, in its discretion, also provide for such complete or partial exceptions to
the employment restriction as it deems equitable.

     (b) Restrictions on Transfer and Legend on Stock Certificates. During the
Restriction Period, the grantee may not sell, assign, transfer, pledge, or
otherwise dispose of the shares of Stock except as expressly permitted in this
Plan. Each certificate for shares of Stock issued hereunder shall contain a
legend giving appropriate notice of the restrictions in the grant.

     (c) Escrow Agreement. The Committee may require the grantee to enter into
an escrow agreement providing that the certificates representing the Restricted
Stock award will remain in the physical custody of an escrow holder until all
restrictions are removed or expire.

     (d) Lapse of Restrictions. All restrictions imposed on the Restricted Stock
shall lapse upon the expiration of the Restriction Period if the conditions of
the grant have been met. The grantee shall then be entitled to have the legend
removed from the certificates.

     (e) Dividends. The Committee shall, in its discretion, at the time the
Restricted Stock is awarded, provide that any dividends declared on the Stock
during the Restriction Period shall either be (i) paid to the grantee, or (ii)
accumulated for the benefit of the grantee and paid to the grantee only after
the expiration of the Restriction Period.

11. Acquisition and Change of Control Events

     (a) Definitions

     (1) "Acquisition Event" shall mean:

         (i) Any merger or consolidation of the Company with or into another
entity as a result of which the Company's Stock is converted into or exchanged
for the right to receive cash, securities of the other entity, or other
property; or

         (ii) Any exchange of shares of the Company for cash, securities of
another entity or other property pursuant to a statutory share exchange
transaction.

     (2) "Change of Control Event" shall mean:

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         (i)   at least 35% of the capital stock of the Company ceases to the
owned by the majority shareholder of the Company as of the date of adoption of
this Plan, his wife, and/or their descendants by blood or adoption (collectively
the "Majority Holders"); spouses or surviving spouses of members of the Majority
Holders; trusts for the benefit of one or more members of the Majority Holders;
entities controlled by one or more members of the Majority Holders or
foundations established by the Majority Holders; or

         (ii)  any merger or consolidation that results in the voting securities
of the Company outstanding immediately prior thereto representing immediately
thereafter (either by remaining outstanding or by being converted into voting
securities of the surviving or acquiring entity) less than 50% of the combined
voting power of the voting securities of the Company or such surviving or
acquiring entity outstanding immediately after such merger or consolidation; or

         (iii) the acquisition by an individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of
beneficial ownership of any capital stock of the Company if, after such
acquisition, such Person beneficially owns (within the meaning of Rule 13d-3
promulgated under the Exchange Act) 35% or more of either (A) the
then-outstanding shares of Stock of the Company (the "Outstanding Company
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"). However, for purposes
of this subsection (iii), the following acquisitions shall not give rise to a
Change of Control event: (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 an Affiliate, or (D)
any acquisition by any corporation pursuant to a transaction that results in all
or substantially all of the individuals and entities who were the beneficial
owners of the Outstanding Company Stock and Outstanding Company Voting
Securities immediately prior to such transaction beneficially owning, directly
or indirectly, more than 50% of the then-outstanding shares of Stock and the
combined voting power of the then-outstanding voting securities entitled to vote
generally in the election of directors, respectively, of the resulting or
acquiring corporation in such transaction (which shall include, without
limitation, a corporation that as a result of such transaction owns the Company
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 transaction, of the Outstanding Company Stock and
Outstanding Company Voting Securities, respectively;

         (iv)  any sale of all or substantially all of the assets of the
Company; or

         (v)   the complete liquidation of the Company.

     (b) Effect on Options

<PAGE>

     (1) Acquisition Event. Upon the occurrence of an Acquisition Event
(regardless of whether such event also constitutes a Change in Control Event),
or the execution by the Company of any agreement with respect to an Acquisition
Event (regardless of whether such event will result in a Change in Control
Event), the Board shall provide that all outstanding Options shall be assumed,
or equivalent options shall be substituted, by the acquiring or succeeding
corporation (or an Affiliate thereof). However, if such Acquisition Event also
constitutes a Change in Control Event, except to the extent specifically
provided to the contrary in the instrument evidencing any Option or any other
agreement between the Option holder and the Company, such assumed or substituted
options shall be immediately exercisable in full upon the occurrence of such
Acquisition Event. For purposes of this section, an Option shall be considered
to be assumed if, following consummation of the Acquisition Event, the Option
confers the right to purchase, for each share of Stock subject to the Option
immediately prior to the consummation of the Acquisition Event, the
consideration (whether cash, securities or other property) received as a result
of the Acquisition Event by holders of Stock for each share of Stock held
immediately prior to the consummation of the Acquisition Event (and if holders
were offered a choice of consideration, the type of consideration chosen by the
holders of a majority of the outstanding shares of Stock). However, if the
consideration received as a result of the Acquisition Event is not solely Stock
of the acquiring or succeeding corporation (or an Affiliate thereof), the
Company may, with the consent of the acquiring or succeeding corporation,
provide for the consideration to be received upon the exercise of Options to
consist solely of Stock of the acquiring or succeeding corporation (or an
Affiliate thereof) equivalent in Fair Market Value to the per share
consideration received by holders of outstanding shares of Stock as a result of
the Acquisition Event. Notwithstanding the foregoing, if the acquiring or
succeeding corporation (or an Affiliate thereof), does not agree to assume such
Options, or substitute equivalent options for such Options, then the Board
shall, upon written notice to the Option holders, provide that all then
unexercised Options will become exercisable in full as of a specified time prior
to the Acquisition Event and will terminate immediately prior to the
consummation of such Acquisition Event, except to the extent exercised by the
Option holders before the consummation of such Acquisition Event. However, in
the event of an Acquisition Event under the terms of which holders of Stock will
receive upon consummation thereof a cash payment for each share of Stock
surrendered pursuant to such Acquisition Event (the "Acquisition Price"), then
the Board may instead provide that all outstanding Options shall terminate upon
consummation of such Acquisition Event and that each Option holder shall
receive, in exchange therefor, a cash payment equal to the amount (if any) by
which (A) the Acquisition Price multiplied by the number of shares of Stock
subject to such outstanding Options (whether or not then exercisable), exceeds
(B) the aggregate exercise price of such Options.

     (2) Change in Control Event that is not an Acquisition Event. Upon the
occurrence of a Change in Control Event that does not also constitute an
Acquisition Event, except to the extent specifically provided to the contrary in
the instrument evidencing any Option or any other agreement between a
Participant and the Company, all Options then-outstanding shall automatically
become immediately exercisable in full.

<PAGE>

     (c) Effect on Restricted Stock

     (1) Acquisition Event that is not a Change in Control Event. Upon the
occurrence of an Acquisition Event that is not a Change in Control Event, the
repurchase and other rights of the Company under each outstanding grant of
Restricted Stock shall inure to the benefit of the Company's successor and shall
apply to the cash, securities or other property into which the Stock was
converted or for which it was exchanged pursuant to such Acquisition Event in
the same manner and to the same extent as such rights applied to the Stock
subject to such Restricted Stock award.

     (2) Change in Control Event. Upon the occurrence of a Change in Control
Event (regardless of whether such event also constitutes an Acquisition Event),
except to the extent specifically provided to the contrary in the instrument
evidencing any Restricted Stock award or any other agreement between a holder of
a Restricted Stock award and the Company, all restrictions and conditions on all
Restricted Stock awards then outstanding shall automatically be deemed
terminated or satisfied.

     (d) Effect on Other Awards

     (1) Acquisition Event that is not a Change in Control Event. The Board
shall specify the effect of an Acquisition Event that is not a Change in Control
Event on any other Incentive granted under the Plan at the time of the grant of
such Incentive.

     (2) Change in Control Event. Upon the occurrence of a Change in Control
Event (regardless of whether such event also constitutes an Acquisition Event),
except to the extent specifically provided to the contrary in the instrument
evidencing any other Incentive or any other agreement between an Incentive
holder and the Company, all other Incentives shall become exercisable,
realizable or vested in full, or shall be free of all conditions or
restrictions, as applicable to each such Incentive. Additionally, upon the
occurrence of a Change in Control Event (regardless of whether such event also
constitutes an Acquisition Event), all Performance Shares or other
performance-based awards shall be immediately payable based upon the extent, as
determined by the Committee, to which the Performance Goals for the Performance
Period then in progress have been met up through the date of the Change in
Control or based on 100% of the value on the date of grant of the Performance
Shares or other performance- based award, if such amount is higher.

12. Discontinuance or Amendment of the Plan

     The Board may discontinue the Plan at any time and may from time to time
amend or revise the terms of the Plan as permitted by applicable statutes,
except that it may not revoke or alter, in a manner unfavorable to the grantees
of any Incentives hereunder, any Incentives then outstanding, nor may the Board
amend the Plan without shareholder approval where the absence of such approval
would cause the Plan to fail to comply with Rule 16b-3 under the Securities
Exchange Act of 1934, or any other applicable law or

<PAGE>

regulation. No Incentive shall be granted under the Plan after April __, 2014,
but Incentives granted prior to such date may extend beyond the date.

13. Nontransferability

     Incentive Options granted under the Plan shall not be transferable except
by will or the laws of descent and distribution. To the extent allowed by law,
Nonstatutory Options may be transferable to certain family members or
foundations for no value or other consideration. Each other Incentive granted
under the Plan may be transferable subject to the terms and conditions as may be
established by the Committee in accordance with regulations promulgated under
the Securities Exchange Act of 1934, or any other applicable law or regulation.

14. No Right of Employment

     The Plan and the Incentives granted hereunder shall not confer upon any
Eligible Employee the right to continued employment with the Company, its
Affiliates, or its joint ventures, or affect in any way the right of such
entities to terminate the employment of an Eligible Employee at any time and for
any reason. Neither shall the Plan and the Incentives granted hereunder confer
on a consultant the right to continuation of his or her consulting agreement.

15. Taxes

     The Company shall be entitled, at the time the Company deems appropriate
under the law then in effect, to withhold the amount of any tax attributed to
any Incentive granted under the Plan.

16. Governing Law

     The provisions of this Plan and all awards made under this Plan shall be
governed by and interpreted in accordance with the law of the State of Texas,
without regard to applicable conflicts of law principles.

17. Miscellaneous

     The provisions of this Plan shall be severable, and the invalidity of any
particular provision of the Plan shall not cause the Plan as a whole to be
invalid.

     Adopted by the Board of Directors this 15th day of April, 2004.

