Exhibit 10(d)


                        Amended by the Board of Directors 1/12/98

                        1986 STOCK PLAN
                               OF
                   PHILLIPS PETROLEUM COMPANY
                   --------------------------


1.  PURPOSE
    -------
    The purpose of the 1986 Stock Plan of Phillips Petroleum
    Company is to provide incentive earnings opportunities to
    those key employees whose decisions and actions most
    directly affect the profitability and growth of the Company
    and its subsidiaries.  Since the incentive earnings
    opportunities under this Plan are based on the market value
    of the Company's Common Stock it will have the additional
    effect of increasing these employees' identity of interest
    with that of the Company's stockholders.  There are two
    programs permitted by this Plan; a Stock Option Plan and the
    Strategic Incentive Plan.

2.  DEFINITIONS
    -----------
    a) "Board" shall mean the Board of Directors of the Company.

    b) "Code" shall mean the Internal Revenue Code of 1986, as
       amended from time to time.

    c) "Company" shall mean Phillips Petroleum Company.

    d) "Committee" shall mean the Compensation Committee of the
       Board of Directors as appointed from time to time, and
       consisting of not less than three Board members.  Each
       member of the Committee shall be a "disinterested person"
       as that term is now or hereafter defined in Rule 16(b)(3)
       of the Securities and Exchange Commission.

    e) "Earned Award" shall mean the award which an SIP
       Participant is entitled to receive under the Strategic
       Incentive Plan.

    f) "Employee" shall mean any person employed by the Company
       or a Subsidiary on a full-time salaried basis, including
       officers and employee directors thereof.


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    g) "Fair Market Value" shall mean the average of the highest
       price and the lowest price at which Stock shall have been
       sold on the date of the grant of the Option as reflected
       on the consolidated tape of New York Stock Exchange
       issues.  In the event that any Option shall be granted on
       a date on which there were no such sales of Stock, the
       fair market value of Stock on such date shall be the
       average of the highest price and lowest price at which
       Stock shall have been sold on the last trading day
       preceding the date of grant of such Option as reflected
       on the consolidated tape of New York Stock Exchange
       issues.

    h) "Incentive Stock Option" or "ISO" shall mean an Option
       grant which meets or complies with the terms and
       conditions set forth in Section 422A of the Code and
       Treasury regulations promulgated thereunder.

    i) "Indicators of Performance" shall mean the criteria which
       the Committee will use at the conclusion of the
       Performance Period to evaluate the Company's overall
       performance as described in Section 9(b) of this Plan.

    j) "Strategic Incentive Plan Participant" or "SIP
       Participant" shall mean any eligible Employee who has
       been so designated by the Committee.

    k) "Option" or "Stock Option" shall mean a right granted
       under the Plan to an Optionee to purchase a stated number
       of shares of Stock at a stated exercise price.

    l) "Optionee" shall mean an employee who has received a
       Stock Option granted under the Plan.

    m) "Performance Period" shall mean a period established by
       the Committee beginning on the first day of a calendar
       year, of not less than three consecutive calendar years,
       at the conclusion of which settlement will be made with a
       SIP Participant with respect to his Earned Award.

    n) "Plan" shall mean the 1986 Stock Plan of Phillips
       Petroleum Company.


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    o) "Restricted Stock" shall mean Stock which is not
       transferable except in accordance with the terms
       established for such transfer at the time of its issue in
       accordance with the plan under which it was issued.

    p) "Stock" shall mean the common stock, including both
       Restricted and unrestricted Stock, of the Company.

    q) "Stock Appreciation Right" or "SAR" shall mean the right
       of an Optionee to exercise his Option in accordance with
       Section 8 of this Plan.

    r) "Subsidiary" shall mean any corporation, a majority of
       the voting stock of which is beneficially owned, directly
       or indirectly, by the Company.

    s) "Target Award" shall mean the award, expressed in shares
       of Stock, which will be considered an Earned Award,
       absent any adjustment thereto for individual performance,
       if the Committee determines pursuant to Section 9(b) of
       this Plan that the Company's overall performance was
       "competitive".

    t) "Total Disability" and "Totally Disabled" shall mean that
       condition in which, by reason of bodily injury or
       disease, an employee is and will at all times thereafter
       be wholly prevented from engaging in any occupation or
       employment for compensation, profit or gain.  All
       determinations of Total Disability shall be made by the
       insurance company carrying the group life insurance plan
       of the Company on the date on which the employee, whether
       or not eligible for benefits under such insurance plan,
       becomes Totally Disabled.

3.  ADMINISTRATION
    --------------
    The Committee is authorized, subject to the provisions of
    the Plan, from time to time to establish such rules and
    regulations and to appoint such agents as it deems
    appropriate for the proper administration of the Plan, and
    to make such determinations under, and such interpretations
    of, and to take such steps in connection with the Plan or
    the Options


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    or Stock Appreciation Rights or the Strategic Incentive Plan
    as it deems necessary or advisable.  Each determination,
    interpretation, or other action made or taken pursuant to
    the provisions of the Plan by the Committee shall be final
    and shall be binding and conclusive for all purposes and
    upon all persons.

4.  ELIGIBILITY
    -----------
    Only those Employees who, in the sole judgment of the
    Committee, may have a significant effect on the
    profitability and growth of the Company, shall be eligible
    to receive Options and Stock Appreciation Rights under this
    Plan.  Of such Employees, those who are in positions
    evaluated at grade 35 or higher under the Company's salary
    administration system are eligible for participation in the
    Strategic Incentive Plan; provided, however, the Committee
    may also permit Employees eligible for Participation in the
    Plan evaluated at less than grade 35 to participate in the
    Strategic Incentive Plan if in the opinion of the Committee
    such Employees have a significant effect on the Company's
    long term growth and profitability.

5.  MAXIMUM SHARES AVAILABLE
    ------------------------
    The Stock to be distributed under the Plan may be either
    authorized and unissued shares or issued shares whether held
    in the treasury of the Company or otherwise.  The total
    amount of Stock which, under the provisions of this Plan,
    may be subject to delivery on the exercise of Options,
    issued in satisfaction of exercised options or SAR's, or
    issued under the Strategic Incentive Plan shall not exceed
    3.5% of the number of issued and outstanding shares of
    Stock, determined as of the effective date of this Plan.
    The maximum number of shares is subject to adjustment in
    accordance with the provisions of Section 10 hereof.

6.  STOCK OPTIONS
    -------------


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    a) Award of Options:  (i) The Committee, at any time and
       -----------------
       from time to time prior to December 31, 1990, may grant
       Options under the Plan to eligible Employees, for such
       numbers of shares and having such terms as the Committee
       shall designate, subject, however, to the provisions of
       the Plan.  The Committee will also determine the type of
       Option granted (e.g., ISO, nonstatutory, other statutory
       Options as from time to time may be permitted by the
       Code) or a combination of various types of Options.
       Options designated as ISOs shall comply with all the
       provisions of Section 422A of the Code and applicable
       Treasury Department regulations.  The aggregate Fair
       Market Value (determined at the time the Option is
       granted) of Stock with respect to which ISOs are
       exercisable for the first time by any individual during a
       calendar year under all plans of the Company, and any
       subsidiary shall not exceed $100,000.  The date on which
       an Option shall be granted shall be the date of the
       Committee's authorization of such grant.  Any individual
       at any one time and from time to time may hold more than
       one Option granted under the Plan or under any other
       Stock plan of the Company.  (ii) Each Option shall be
       evidenced by a Stock Option Agreement in such form and
       containing such provisions not inconsistent with the
       provisions of the Plan as the Committee from time to time
       shall approve.

    b) Exercise Price.  The price at which shares of Stock may
       ---------------
       be purchased under an Option shall not be less than 100
       percent of the Fair Market Value of the Stock on the date
       the Option is granted.

    c) Term of Options.  The period during which an option may
       ----------------
       be exercised shall be determined by the Committee;
       provided, that such period will not be longer than ten
       years from the date on which the Option is granted for
       those Options designated as ISOs or 11 years for other
       types of Options.  The date or dates on which installment
       portion(s) of an Option may be exercised during the term
       of an Option shall be


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       determined by the Committee and may vary from Option to
       Option.  If the Committee makes no such specific
       arrangement with respect to an Option, each such Option
       granted pursuant to the Plan shall become exercisable in
       four installments.  The first such installment shall
       become exercisable on the first anniversary of the date
       of the grant for 25 percent of the number of shares of
       Stock subject to the Option.  Thereafter, on each
       anniversary of the date of the grant an installment shall
       become exercisable for an additional 25 percent of the
       number of shares of Stock subject to the Option until the
       Option shall have become fully exercisable.  To the
       extent that an installment is not exercised when it
       becomes exercisable, it shall not expire but shall
       continue to be exercisable at any time thereafter until
       the Option shall be cancelled, expire or be surrendered.
       In no event, however, will any option or portion of an
       option be exercisable within six months of its grant
       date.  The Committee may accelerate the exercise schedule
       on outstanding Options, if in its sole judgment
       conditions are such to warrant such acceleration.

    d) Termination of Employment.  (i) If, prior to a date one
       --------------------------
       year from the date an Option shall have been granted, the
       Optionee's employment with the Company or Subsidiary
       shall be terminated for any reason, such Option shall be
       cancelled and all rights thereunder shall cease; provided
       that an option granted in any year to an Optionee who
       terminates his employment on January 1 of the following
       year due to retirement pursuant to the terms of a
       retirement plan of the Company or a Subsidiary shall not
       be cancelled for that reason, and provided, further, the
       Committee may, in its sole discretion determine that all
       or any portion of any other Option shall not be cancelled
       due to termination of employment prior to a date one year
       from the date the Option shall have been granted.  (ii)
       If, on or after one year from the date an Option shall
       have been granted, an Optionee's employment with the
       Company or Subsidiary is


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       terminated for any reason except retirement pursuant to
       the terms of a retirement plan of the Company or a
       Subsidiary, Total Disability, or death, any Option
       granted to him under the Plan shall be cancelled on such
       termination; provided, that the Committee may, in its
       sole discretion, determine that all or a portion of any
       such Option shall not be cancelled.  (iii) If, on or
       after a date one year from the date the Option is
       granted, an Optionee shall terminate employment by reason
       of retirement pursuant to a retirement plan of the
       Company or Subsidiary, or by reason of Total Disability,
       the Optionee shall retain all rights provided by the
       Option at the time of such termination of employment.  If
       on or after a date one year from the date the Option is
       granted, or such shorter period as may be permitted
       pursuant to (d) (ii) above, an Optionee shall die while
       in the employ of the Company or Subsidiary or after
       termination of employment by reason of retirement
       pursuant to a retirement plan of the Company or
       Subsidiary, the executor or administrator of the estate
       of the Optionee or the person or persons to whom the
       Option shall have been validly transferred by the
       executor or the administrator pursuant to will or the
       laws of descent and distribution shall have the right to
       exercise the Option to the same extent the Optionee could
       have, had he not died.  No transfer of an Option by the
       Optionee by will or by the laws of descent and
       distribution shall be effective to bind the Company
       unless the Company shall have been furnished with written
       notice thereof and a copy of the will and such other
       evidence as the Company may deem necessary to establish
       the validity of the transfer and the acceptance by the
       transferee or transferees of the terms and conditions of
       such Option.  (iv) Transfer of employment between the
       Company and a Subsidiary or between Subsidiaries shall
       not constitute termination of employment for the purpose
       of any Option granted under the Plan.  Whether any leave
       of absence shall constitute termination of employment for
       the purposes of any Option granted


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<PAGE>



       under the Plan shall be determined in each case by the
       Committee in its sole discretion.

    e) Payment for Shares.  (i) The exercise price for all
       -------------------
       shares of Stock purchased upon the exercise of an Option,
       or a portion thereof, shall be paid in full at the time
       of such exercise.  Such payment may be made in cash, by
       tendering shares of Stock having a value on the date of
       exercise equal to the exercise price, or tendering shares
       of Restricted Stock having a value on the date of
       exercise equal to the exercise price.  Such value shall
       be the Fair Market Value except that the applicable date
       for determination of the highest and lowest price on the
       New York Stock Exchange shall be the date on which the
       Option is exercised, or if not a trading date, then the
       last trading day on such Exchange preceding the date on
       which the Option is exercised.  If Restricted Stock is
       used in such exercise, the resulting new shares shall
       have the same restrictions as the tendered shares.  The
       number of shares so restricted shall not be less than the
       number of shares of Restricted Stock tendered.  The
       Committee may, in its sole discretion and judgment, limit
       the extent to which shares of Stock or shares of
       Restricted Stock may be used in exercising Options.  (ii)
       The Stock delivered to the Optionee upon exercise of an
       Option, whether or not Restricted Stock is used for
       payment of the purchase price of the Option may, at the
       discretion of the Committee, have restrictions placed on
       it, provided that the Stock Option agreement with the
       Optionee covering the Option permits such use of
       Restricted Stock.

7.  DETRIMENTAL ACTIVITIES
    ----------------------
    If the Committee determines that, subsequent to the grant of
    any Option, the Optionee has engaged or is engaging in any
    activity which, in the sole judgment of the Committee, is or
    may be detrimental to the Company or a Subsidiary, the
    Committee may refuse to


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    honor the exercise of such Optionee's Options already
    requested, and cancel the Option or Options granted to that
    Optionee.

8.  STOCK APPRECIATION RIGHTS
    -------------------------
    a) Grant.  The Committee may, at its discretion, affix Stock
       ------
       Appreciation Rights to any Option, either at the time of
       its initial granting to the Optionee or at a later date.
       The addition of such SARs must be accomplished prior to
       the completion of the period during which the Option may
       be exercised and such exercise period may not be extended
       beyond that which was initially established.  The
       Committee may establish any SAR terms and conditions that
       it desires at the time such SAR is established, provided
       that, notwithstanding any provision of this Plan to the
       contrary, the terms and conditions of a SAR related to an
       ISO shall be the same as the terms applicable to the
       underlying ISO.

    b) Exercise of Stock Appreciation Right.  (i) A Stock
       -------------------------------------
       Appreciation Right shall be exercisable at such time as
       may be determined by the Committee, which shall be not
       less than six months after its grant, and provided
       further that a Stock Appreciation Right shall be
       exercisable only to the extent that the related Option
       could be exercised.  Option shares with respect to which
       the related Stock Appreciation Right shall have been
       exercised may not again be subjected to Options under
       this Plan.  Upon the exercise of a Stock Appreciation
       Right, that portion of the Option underlying the Stock
       Appreciation Right will be considered as having been
       exercised.  (ii) The Committee may impose any other
       conditions upon the exercise of a Stock Appreciation
       Right, which conditions may include a condition that the
       Stock Appreciation Right may only be exercised in
       accordance with rules and regulations adopted by the
       Committee from time to time.  Such rules and regulations
       may govern the right to exercise Stock Appreciation
       Rights granted prior to the adoption or


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       amendment of such rules and regulations as well as Stock
       Appreciation Rights granted thereafter.  The exercise of
       a Stock Appreciation Right for cash shall be made only
       during the periods specified in Rule 16b-3(e)(3)(iii) of
       the Securities and Exchange Commission.  (iii) Upon the
       exercise of a Stock Appreciation Right, the Company shall
       give to an Optionee an amount (less any applicable
       withholding taxes) equivalent to the excess of the value
       of the shares of Stock for which the right is exercised
       on the date of such exercise over the exercise price of
       such shares under the related Option.  The value on the
       date of exercise shall be the Fair Market Value as
       determined in Section 6(e) of this Plan.  Such amount
       shall be either in cash or in shares of Stock or both as
       the Committee shall determine.  Such determination may be
       made at the time of the granting of the Stock
       Appreciation Right and may be changed at any time
       thereafter.  The shares may consist either in whole or in
       part of authorized and unissued shares of Stock or issued
       shares of Stock whether held in the treasury of the
       Company or otherwise.  No fractional shares of Stock
       shall be issued and the Committee shall determine whether
       cash shall be given in lieu of such fractional share or
       whether such fractional share shall be eliminated.

    c) Expiration or Termination of Stock Appreciation Rights.
       -------------------------------------------------------
       (i) Subject to (c)(ii), each Stock Appreciation Right and
       all rights and obligations thereunder shall expire on a
       date to be determined by the Committee.  (ii) A Stock
       Appreciation Right shall terminate and may no longer be
       exercised upon the termination of the related Option.

    d) Amend, Suspension or Termination of Stock Appreciation
       ------------------------------------------------------
       Rights.  The Committee may at any time amend, suspend or
       -------
       terminate any Stock Appreciation Right theretofore
       granted under the Plan.

9.  STRATEGIC INCENTIVE PLAN
    ------------------------


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    a) Administrative Procedure.  Normally, the Committee shall
       -------------------------
       adopt administrative procedures applicable to a
       Performance Period prior to, or within 30 days after, the
       date designated by the Committee for the Commencement of
       such Performance Period.  The Committee may, however,
       adopt such administrative procedures more than 30 days
       after such commencement if in its opinion such delayed
       action is appropriate.  Such procedures shall establish
       Indicators of Performance and the Target Awards
       applicable to the Performance Period.  Indicators of
       Performance may vary from Performance Period to
       Performance Period.

    b) Indicators of Performance.  Indicators of Performance may
       --------------------------
       include, but shall not be limited to, increased
       shareholder value, earnings per share, return on
       shareholder's equity, return on assets and/or other
       similar criteria.  Such indicators may be based on the
       Company's performance compared to the performance of one
       or more selected companies in the petroleum industry
       during the same Performance Period or may relate solely
       to the Company's performance during the Performance
       Period or a combination of such indicators.  At the
       completion of the Performance Period, the Committee will
       review the Company's actual performance with respect to
       the Indicators of Performance and, in its sole judgment,
       rank the Company's overall performance.  Such ranking may
       range from "noncompetitive" through "competitive" to
       "outstanding".  In arriving at such ranking the Committee
       may take into consideration, and make appropriate
       adjustments for, events occurring during the Performance
       Period which the Committee, in its sole judgment,
       concludes have affected the performance of the Company or
       any selected company with respect to any of the
       Indicators of Performance.  No earned Awards will be
       granted if the Company's overall performance is ranked
       "noncompetitive".  Subject to individual performance
       adjustments therein, if any, pursuant to paragraph 9(c)
       of this Plan, if the Company's


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       overall performance is ranked "competitive", Target
       Awards will result; higher or lower ranking will result
       in greater or lesser awards provided that in no event,
       including individual performance adjustments, shall the
       Earned Award of a SIP Participant exceed 150% of his
       Target Award.

    c) Award Adjustments.  The Committee in its sole discretion
       ------------------
       may make adjustments in awards determined under paragraph
       (b) of this Section based on the SIP Participant's
       individual performance during the Performance Period.
       The administrative procedures for each Performance Period
       shall establish the method to be used by the Committee in
       determining which, if any, SIP Participants may receive
       such performance adjustments and, subject to the maximum
       set out in paragraph (b) of this Section, the size of
       such adjustments.

    d) Partial Performance Period Participation.  The
       -----------------------------------------
       administrative procedures adopted for each Performance
       Period shall also include procedures to be used in
       determining the extent to which an Employee shall
       participate in a partial Performance Period due to either
       assignment to a position which makes eligible to be a SIP
       Participant after the beginning of such Performance
       Period or termination of employment prior to the
       completion of such a Performance Period in which he was a
       SIP Participant.

    e) Award Settlement.  With respect to each Performance
       -----------------
       Period, settlement of all Earned Awards shall be made in
       Stock as soon as practicable following the date on which
       the Committee determines the size of Earned Awards;
       provided that the Committee may decide to settle such
       awards over a period or periods of time as the Committee
       shall deem appropriate.

10. ADJUSTMENT UPON CHANGES IN CAPITALIZATION
    -----------------------------------------
    In the event of a reorganization, recapitalization, Stock
    split, Stock dividend, exchange of


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    Stock, combination of Stock, merger, consolidation or any
    other change in corporate structure of the Company affecting
    the Stock, or in the event of a sale by the Company of all
    or a significant part of its assets, or any distribution to
    its shareholders other than a normal cash dividend, the
    Committee may make appropriate adjustment in the number,
    kind, price and value of Stock authorized by this Plan and
    any adjustment to outstanding Awards as it determines
    appropriate so as to prevent dilution or enlargements of
    rights.

11. MISCELLANEOUS
    -------------
    a) Except as otherwise required by law, no action taken
       under the Plan shall be taken into account in determining
       any benefits under any pension, retirement, thrift,
       profit sharing, group insurance, or other benefit plan
       maintained by the Company or any Subsidiary, unless such
       other plan specifically provides for such inclusion.

    b) No Option or Stock Appreciation Right or right under the
       Strategic Incentive Plan shall be transferable other than
       by will or the laws of descent and distribution.  During
       the lifetime of an Optionee, any Option or Stock
       Appreciation Right shall be exercisable only by him or by
       his duly appointed guardian or legal representative.

    c) The Company shall have the right to withhold from any
       settlement hereunder any federal, state, or local taxes
       required by law to be withheld.  Such withholding may be
       satisfied by the withholding of shares of Stock by the
       Company if the Optionee so requests in a manner
       prescribed by the Committee, if the Committee so
       approves, and such withholding of shares does not violate
       any applicable laws, rules or regulations of federal,
       state or local authorities.

    d) All administrative expenses associated with the
       administration of the Plan shall be borne by the Company.

    e) Masculine pronouns and other words of masculine gender
       used herein shall refer to both men and women.


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    f) The titles and headings of the sections in this Plan are
       for convenience of reference only and in the event of any
       conflicts, the text of the Plan, rather than such titles
       or headings, shall control.

12. AMENDMENT AND TERMINATION
    -------------------------

    The Board may at any time terminate or amend this Plan in
    such respect as it shall deem advisable, provided, the Board
    may not, without further approval of the stockholders of the
    Company amend the Plan so as to (i) increase the number of
    shares of Stock which may be issued under the Plan, except
    as provided for in Section 10; (ii) materially modify the
    requirements as to eligibility for participation; (iii)
    materially increase the benefits accruing to Participants
    under the Plan; (iv) extend the duration of the Plan beyond
    the date approved by the stockholders; or (v) increase the
    maximum dollar amount of ISOs which an individual Optionee
    may exercise during any calendar year beyond that permitted
    in the Code and applicable regulations of the Treasury
    Department.  Notwithstanding the foregoing, no such
    termination or amendment may adversely affect the rights of
    any Participant under any Award that is outstanding at the
    time of such termination or amendment without the
    Participant's consent.

13. DURATION OF THE PLAN
    --------------------
    The Plan shall become effective on approval by the
    stockholders at the annual meeting of the stockholders in
    April of 1986, retroactive to January 1, 1986, and shall
    terminate on December 31, 1990.

14. CHANGE OF CONTROL
    -----------------
    a) In the event of a Change of Control:

       i)   Any Stock Options and Stock Appreciation Rights
            outstanding as of the date of the Change of Control
            that are not then fully exercisable and vested,
            shall become fully exercisable and vested to the
            full extent of the original grant;


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       ii)  All restrictions and other limitations applicable to
            any Restricted Stock shall lapse, and such
            Restricted Stock shall become free of all
            restrictions and become fully vested and
            transferable to the full extent of the original
            grant;

       iii) All Performance Awards and other Awards outstanding
            as of the date of the Change of Control shall be
            considered to be earned and payable in full, and any
            deferral or other restriction shall lapse and except
            as provided in subsection (c) of this Section 14,
            such Performance Units shall be settled in cash as
            promptly as is practicable; and

       iv)  Section 7 of the Plan, and all noncompetition
            covenants and other similar restrictive covenants
            applicable to any outstanding Awards, shall lapse
            and become null and void and of no further effect.

    b) A "Change of Control" shall mean:

       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 (a
            "Person")) of beneficial ownership (within the
            meaning of Rule 13d-3 promulgated under the
            Securities Exchange Act of 1934) of 20% 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 pursuant to a


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<PAGE>



            transaction which complies with clauses (A), (B) and
            (C) of subsection (iii) of this Section 14(b); or

       ii)  Individuals who, as of January 12, 1998, 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 January 12, 1998,
            whose election, or nomination for election by the
            Company's shareholders, 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 were 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) Approval by the shareholders of the Company of a
            reorganization, merger or consolidation or sale or
            other disposition of all or substantially all of the
            assets of the Company or the acquisition of assets
            of another entity (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% 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


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            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 Outstanding Company Voting
            Securities, as the case may be, (B) no Person
            (excluding any employee benefit plan (or related
            trust) of the Company or such corporation resulting
            from such Corporate Transaction) beneficially own,
            directly or indirectly, 20% 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

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

    c) Notwithstanding the foregoing, if any right to receive
       cash granted pursuant to this Section 14 would make a
       Change of Control transaction ineligible for pooling-of-
       interest accounting under APB No. 16 that but for the
       nature of such right would be eligible for such
       accounting treatment, the Committee shall have the
       ability to substitute for the cash payable pursuant to
       such right Stock or other securities with a fair market
       value equal to the cash that would otherwise be payable
       hereunder.


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027a


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