Exhibit 10(e)

                        Amended by the Board of Directors 1/12/98


                        1990 STOCK PLAN

                               OF

                   PHILLIPS PETROLEUM COMPANY
                   --------------------------

                  (As Approved April 25, 1989)


1.   PURPOSE
     -------
     The purpose of the 1990 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.


<PAGE>



     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.

     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 Options 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 the
          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.


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     h)   "Incentive Stock Option" or "ISO" shall mean an Option
          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.


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     n)   "Plan" shall mean the 1990 Stock Plan of Phillips
          Petroleum Company.

     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 an Option granted 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
          the condition in which, by reason of bodily injury or
          disease, an employee is and will at all


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<PAGE>




          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 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 provision of the Plan by the Committee shall
     be final and shall be binding and conclusive for all
     purposes and upon all persons.  Notwithstanding any
     provision of the Plan or any Administrative Procedure
     adopted thereunder which may be capable of being construed
     to the contrary, no discretion concerning the administration
     of the Plan insofar as it relates to persons subject to
     Section 16 of the Securities Exchange Act of 1934 shall be
     afforded to a person who is not a disinterested person in
     respect of the Plan.


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<PAGE>



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
     8.6 million shares of the Company's Stock, which represents
     approximately 3.5% of the number of issued and outstanding
     shares of Stock as of December 31, 1988.  The maximum number
     of shares is subject to adjustment in accordance with the
     provisions of Section 10 hereof.  In determining the number
     of shares subject to delivery under this Plan, those
     represented by cancelled Options, forfeited Options,


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<PAGE>



     expired Options and non-earned awards under the Strategic
     Incentive Plan shall be returned upon the occurrence of such
     event to the pool of shares available for distribution under
     the Plan and may be the subject of further Options or SAR's,
     or may be issued under the Strategic Incentive Plan.

6.   STOCK OPTIONS
     -------------
     a)   Award of Options.  (i) The Committee, at any time and
          -----------------
          from time to time prior to December 31, 1994, 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 ISO's
          shall comply with all the provisions of Section 422A(b)
          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 ISO's 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.  All shares over the
          $100,000 first exercisable value shall be granted as a
          non-qualified Option.  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


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<PAGE>



          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 ISO's 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 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


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<PAGE>



          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.  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 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 terminated for any reason
          except retirement pursuant to the terms of a retirement
          plan of the Company or a Subsidiary, Total Disability,
          or death,


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<PAGE>



          any Option so granted 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
          the Optionee 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


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<PAGE>



          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 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


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          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.

     f)   Should a withholding tax obligation arise upon the
          exercise of an Option, the withholding tax may be
          satisfied by withholding shares of Stock or by payment
          of cash.

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


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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 SAR's 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, to the
          extent permitted by applicable law, 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.


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          (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 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 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, which at the
          Company's discretion may be settled by withholding
          shares of Stock or by payment of cash) 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


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          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)   Amendment, 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
     ------------------------
     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


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          such commencement if in its option 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 "non-competitive."  Subject


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          to individual performance adjustments therein, if any,
          pursuant to paragraph 9(c) of this Plan, if the
          Company's 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 the SIP Participant's 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 the
          Employee eligible to be a SIP Participant after the
          beginning of such Performance Period or termination of
          employment prior to the


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          completion of such a Performance Period in which the
          Employee 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 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 enlargement 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


                                18

<PAGE>



          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 the Optionee or the Optionee's 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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<PAGE>



     f)   The titles and headings of the sections in this Plan
          are for convenience of reference only and in the event
          of any conflict, 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 if such approval is required in order that
     transactions in Company securities under the Plan be exempt
     from the operation of Section 16(b) of the Securities
     Exchange Act of 1934, 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 ISO's which an
     individual Optionee may first 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.


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<PAGE>



13.  DURATION OF THE PLAN
     --------------------
     The Plan shall become effective on January 1, 1990, provided
     that it has been approved by the stockholders at the annual
     meeting of the stockholders in April of 1989, and shall
     terminate on December 31, 1994.

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;

          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


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<PAGE>



               Performance Units shall be settled in cash as
               promptly as is practicable; and

          iv)  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
               the 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


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               related trust) sponsored or maintained by the
               Company or any corporation controlled by the
               Company or (D) any acquisition pursuant to a
               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,


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               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 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


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               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-
          interests 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.


cc1990 - a Stock Plan98


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