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                                                                   Exhibit 10(x)


                               RAYCHEM CORPORATION
                        1996 DIRECTORS STOCK OPTION PLAN


               1. Purpose.

                  The purpose of the 1996 Directors Stock Option Plan (the
"Plan") of Raychem Corporation (the "Company") is to supplement the cash
compensation of nonemployee members of the Company's Board of Directors (the
"Board") and to provide a means for such directors to increase their holdings of
Company stock.

               2. Definitions.

                  The following definitions shall apply to this Plan:

                  (a) "Annual Grant Date" shall mean, for each calendar year,
the date on which the stockholders of the Company have their regular annual
meeting.

                  (b) "Board" shall mean the Board of Directors of the Company.

                  (c) "Committee" shall mean the Committee referred to in
Section 3(a), or the Board in its capacity as administrator of the Plan in
accordance with Section 3.

                  (d) "Eligible Director" shall mean any person who is a member
of the Board and who is not a full or part-time employee of the Company or of
any subsidiary or affiliate of the Company.

                  (e) "Grant Date" shall mean the Initial Grant Date or the
Annual Grant Date, as appropriate.

                  (f) "Initial Grant Date" shall mean (i) in the case of an
Eligible Director who was not an employee of the Company immediately prior to
the date such person became an Eligible Director, the date such Eligible
Director is first elected as a member of the Board, or (ii) in the case of an
Eligible Director who was an employee of the Company immediately prior to the
date such person became an Eligible Director, the date such Eligible Director
resigned as an employee of the Company.

                  (g) "Option" shall mean an option to purchase Shares granted
under this Plan.

                  (h) "Option Agreement" shall mean the written agreement
described in Section 6.


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                  (i) "Shares" shall mean shares of common stock of the Company.

               3. Administration.

                  (a) General. This Plan shall be administered by the Board or,
upon delegation by the Board, by a committee of the Board.

                  (b) Powers of Committee. The Committee shall have full and
complete authority to adopt such rules and regulations and to make all such
other determinations not inconsistent with the Plan as may be necessary for the
administration of the Plan.

               4. Shares Subject to Plan.

                  (a) Aggregate Number. Subject to adjustment in accordance with
Section 6(h), an aggregate of 200,000 Shares is reserved for issuance under this
Plan. Shares sold under this Plan may be unissued Shares or reacquired Shares,
but all Shares issued under the Plan, regardless of source, shall be counted
against the 200,000-Share limitation.

                  (b) Rights as Stockholder. An Eligible Director shall have no
rights as a stockholder with respect to Shares acquired by exercise of an option
until the issuance (as evidenced by the appropriate entry on the books of the
Company or a duly authorized transfer agent) of a stock certificate evidencing
the Shares. Subject to Section 6(h), no adjustment shall be made for dividends
or other events for which the record date is prior to the date the certificate
is issued.

               5. Nondiscretionary Grants.

                  (a) Initial Grants. On the Initial Grant Date, each Eligible
Director shall receive the grant of an Option to purchase 5,000 Shares.

                  (b) Regular Annual Grants. On each Annual Grant Date,
immediately after the annual election of directors, each Eligible Director then
in office shall receive the grant of an Option to purchase 1,250 Shares.

                  (c) One Time Grant. On November 1, 1996, each Eligible
Director then in office shall receive the grant of an Option to purchase 2,000
Shares.

                  (d) Adjustment. The number of Shares for which Options are
granted in accordance with this Section 5 and the number of Shares subject to
any option shall be subject to adjustment in accordance with Section 6(h).


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               6. Terms of Option Agreements.

                  Upon the grant of each Option, the Company and the Eligible
Director shall enter into an Option Agreement which shall specify the Grant Date
and the exercise price, and shall include or incorporate by reference the
substance of all of the following provisions and such other provisions
consistent with this Plan as the Board may determine:

                  (a) Term. The term of the Option shall be ten years from its
Grant Date, subject to earlier termination in accordance with Sections 6(f) or
6(i).

                  (b) Exercise Schedule. The Option shall be exercisable on the
following schedule: Beginning on the first anniversary of the Grant Date, for up
to 25% of the Shares covered by the option; beginning on the second anniversary
of the Grant Date, for up to 50% of such Shares; beginning on the third
anniversary of the Grant Date, for up to 75% of such Shares; and beginning on
the fourth anniversary of the Grant Date, and, thereafter until the earlier of
expiration of the Option's term or termination of the Option in accordance with
Section 6(g) or 6(i), for up to 100% of such Shares. Notwithstanding the
foregoing, an Option held by an Eligible Director shall become immediately
exercisable in full upon the death or disability of such Eligible Director, upon
retirement of such Eligible Director from the Board, or upon an unsuccessful
attempt by such Eligible Director to win reelection to the Board, or upon the
adoption by the Company of a plan for a liquidation, dissolution, merger,
consolidation or reorganization as described in clause (x), (y) or (z) of
Section 6(i).

                  (c) Purchase Price. The purchase price of the Shares subject
to each Option shall be the closing sales price for Shares as reported by the
Wall Street Journal, New York Stock Exchange Composite Transactions, on the
Grant Date of such Option, or on the last preceding business day if such Grant
Date is not a business day.

                  (d) Payment of Purchase Price. The purchase price of Shares
acquired pursuant to an Option shall be paid in full at the time the Option is
exercised in cash or by delivery of any property other than cash (including
Shares, or other securities of the Company), so long as such property
constitutes valid consideration for the Shares purchased under applicable law
and is surrendered in good form for transfer, or by some combination of cash and
such property; provided, however, that Options may not be exercised by the
delivery of Shares more frequently than at six-month intervals. Exercise of an
Option may also be made pursuant to a "cashless exercise/sale" procedure
pursuant to which funds to pay for exercise of the Option are delivered to the
issuer by a broker upon receipt of stock certificates from the issuer, or
pursuant to which participants obtain margin loans from brokers to fund the
exercise of the Option.



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                  (e) Tax Withholding. A participant may make an election to
have the Shares to be obtained upon exercise of the Option withheld by the
Company on behalf of the participant, to pay the amount of tax that the
Committee, in its discretion, determines to be required to be withheld by the
Company.

               Any Shares tendered to or withheld by the Company shall be valued
at Fair Market Value on such date. The value of the Shares tendered or withheld
may not exceed the required federal, state, local and foreign withholding tax
obligations as computed by the Company.

               The participant shall pay to the Company in cash or by delivery
of any valid consideration other than cash (including Shares, or other
securities of the Company), promptly when the amount of such obligations becomes
determinable, all applicable federal, state, local and foreign withholding taxes
that the Committee, in its discretion, determines to result upon exercise of an
Option or from a transfer or other disposition of Shares upon exercise of an
Option or otherwise related to the Option or Shares acquired in connection with
an Option.

                  (f) Transferability. Except as approved by the Board, no
Option shall be transferable otherwise than by will or the laws of descent and
distribution, and, an Option shall be exercisable during the Eligible Director's
lifetime only by the Eligible Director.

                  (g) Termination of Membership on the Board. Except in the case
of death, disability, retirement from the Board, or an unsuccessful attempt to
win reelection to the Board, if an Eligible Director's membership on the Board
terminates for any reason, an Option held at the date of termination (but only
to the extent exercisable at the time of such termination in accordance with
Section 6(b)) may be exercised in whole or in part at any time within one year
after the date of such termination (but in no event after the term of the Option
expires) and shall thereafter terminate. If an Eligible Director's membership
terminates because of death, disability, retirement from the Board, or an
unsuccessful attempt to win reelection to the Board, an Option held at the date
of such termination may be exercised for up to 100% of the Shares covered by
such Options at any time within one year after the date of such termination (but
in no event after the term of the Option expires) and shall thereafter
terminate.

                  (h) Capitalization Changes. If any change is made in the
Shares subject to the Plan or subject to any Option granted under the Plan,
through merger, consolidation, reorganization, recapitalization, stock dividend,
dividend in property other than cash, stock split, liquidating dividend,
combination of shares, exchange of shares, change in corporate structure or
otherwise, the Committee shall make appropriate adjustments as to the maximum
number of Shares subject to the Plan, the number of Shares covered by any Option
Grant, the maximum number of Shares for which Options may be granted to any
Eligible Director, and the number of Shares and price per Share covered by
outstanding Options.



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                  (i) Change of Ownership. In the event of (x) a dissolution or
liquidation of the Company, (y) a merger or consolidation in which the Company
is not the surviving corporation, or (z) any other capital reorganization in
which more than 50% of the shares of the Company entitled to vote are exchanged,
the Company shall give to the Eligible Director, at the time of adoption of the
plan for liquidation, dissolution, merger, consolidation or reorganization,
either (i) a reasonable time thereafter within which to exercise the Option
prior to the effectiveness of such liquidation, dissolution, merger,
consolidation or reorganization, at the end of which time the Option shall
terminate, or (ii) the right to exercise the Option as to an equivalent number
of shares of stock of the corporation succeeding the Company or acquiring its
business by reason of such liquidation, dissolution, merger, consolidation or
reorganization.

               7. Use of Proceeds.

                  Proceeds from the sale of Shares pursuant to this Plan shall
be used by the Company for general corporate purposes.

               8. Legal Requirements.

                  The Company shall not be obligated to offer or sell any Shares
except in compliance with all applicable federal and state securities laws and
any rules and regulations thereunder. Any certificates representing shares
purchased upon exercise of an Option shall bear appropriate legends.

               9. Amendment of Plan.

                  The Board may amend the Plan at any time, provided, however,
that any amendment that increases the number of shares as to which Options may
be granted or reduces the exercise price below the price provided in the Plan
shall be subject to the approval of the Company's stockholders. No other
amendment shall require stockholder approval except to the extent (a) required
by applicable laws, regulations or rules or (b) the Board otherwise concludes
that stockholder approval is advisable. No amendment shall affect the rights of
the holder of any Option, except with that holder's consent.

               10. Termination or Suspension of Plan.

                  The Board at any time may suspend or terminate this Plan. This
Plan, unless sooner terminated, shall terminate on the tenth anniversary of its
adoption by the Board. No Option may be granted under this Plan while this Plan
is suspended or after it is terminated. Suspension or termination of this Plan
shall not affect the rights of the holder of any Option, except with that
holder's consent.



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               11. Stockholder Approval.

                  This Plan is subject to approval at the annual meeting of
stockholders on November 1, 1996, by the affirmative vote of the holders of a
majority of the voting power of the shares of the Company represented in person
or by proxy and entitled to vote at the meeting.





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