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                                                                   EXHIBIT 10.19


                             AMENDED AND RESTATED
                          STOCK OPTION GRANT PROGRAM
                                      FOR
                        NONEMPLOYEE DIRECTORS UNDER THE
                      RAGEN MACKENZIE GROUP INCORPORATED
                    1998 STOCK INCENTIVE COMPENSATION PLAN

         The following provisions set forth the terms of the stock option grant
program (the "Program") for nonemployee directors of Ragen MacKenzie Group
Incorporated (the "Company") under the Company's 1998 Stock Incentive
Compensation Plan (the "Plan"). The following terms are intended to supplement,
not alter or change, the provisions of the Plan, and in the event of any
inconsistency between the terms contained herein and in the Plan, the Plan shall
govern. All capitalized terms that are not defined herein shall be as defined in
the Plan.

         1.   Eligibility

         Each director of the Company elected or appointed who is not otherwise
an employee of the Company or any Subsidiary (an "Eligible Director") shall be
eligible to receive Initial Grants and Annual Grants under the Plan, as
discussed below.

         2.   Initial Grants

         A Nonqualified Stock Option to purchase 25,000 shares of the Company's
Common Stock ("Initial Grant") shall be granted to each Eligible Director upon
such Eligible Director's initial election or appointment to the Board. Initial
Grants shall become fully vested and exercisable one year after the date of
grant, assuming continued service on the Board for such period.

         3.   Annual Grants

         Commencing with the 1999 Annual Shareholders' Meeting, each Eligible
Director shall automatically receive a Nonqualified Stock Option to purchase
5,000 shares of Common Stock immediately following each year's Annual Meeting
(each, an "Annual Grant"); provided that any Eligible Director who received an
Initial Grant within three months prior to an Annual Meeting shall not receive
an Annual Grant until immediately following the second Annual Meeting after the
date of such Initial Grant. Annual Grants shall be fully vested and exercisable
on the date of grant.

         4.   Committee Grants

         Commencing immediately following the 1999 Annual Shareholders Meeting,
each Eligible Director shall automatically receive a Nonqualified Stock Option
to purchase 1,000 shares of Common Stock immediately upon such Eligible
Director's appointment and annual reappointment to any committee of the Board
(each, a "Committee Grant"); provided, that no Eligible Director shall be
eligible to receive more than one Committee Grant per year for each committee on
which such director serves. Committee Grants shall be fully vested and
exercisable on the date of grant.

         5.   Committee Meeting Grants

         Each Eligible Director shall automatically receive a Nonqualified Stock
Option to purchase 300 shares of Common Stock for each meeting of a committee of
the Board attended by such Eligible Director (each, a "Committee Meeting
Grant"); provided, that no Eligible Director shall be eligible to receive more
than four
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Committee Meeting Grants per year for each committee on which such director
serves. Committee Meeting Grants shall be fully vested and exercisable on the
date of grant.

         6.   Option Exercise Price

         The exercise price of an Option shall be the Fair Market Value of the
Common Stock as applicable, on the date of grant.

         7.   Manner of Option Exercise

         An Option shall be exercised by giving the required notice to the
Company, stating the number of shares of Common Stock with respect to which the
Option is being exercised, accompanied by payment in full for such Common Stock,
which payment may be in whole or in part (a) in cash or check, (b) in shares of
Common Stock, owned by the Eligible Director for at least six months (or such
shorter period necessary to avoid a charge to the Company's earnings for
financial reporting purposes) having a Fair Market Value on the day prior to the
exercise date equal to the aggregate Option exercise price, or (c) by delivery
of a properly executed exercise notice, together with irrevocable instructions
to a broker, to properly deliver to the Company the amount of sale or loan
proceeds to pay the exercise price, all in accordance with the regulation of the
Federal Reserve Board.

         8.   Term of Options

         Each Option shall expire three years from the date of grant thereof,
but shall be subject to earlier termination as follows:

         (a)  In the event that an Eligible Director ceases to be a director of
the Company for any reason other than the death of the Eligible Director, the
unvested portion of any Option granted to such Eligible Director shall terminate
immediately and the vested portion of the Option may be exercised by the
Eligible Director only within one year after the date he or she ceases to be a
director of the Company or prior to the date on which the Option expires by its
terms, whichever is earlier.

         (b)  In the event of the death of an Eligible Director, the unvested
portion of any Option granted to such Eligible Director shall terminate
immediately and the vested portion of the Option may be exercised only within
one year after the date of death of the Eligible Director or prior to the date
on which the Option expires by its terms, whichever is earlier, by the personal
representative of the Eligible Director's estate, the person(s) to whom the
Eligible Director's rights under the Option have passed by will or the
applicable laws of descent and distribution or the beneficiary designated
pursuant to Section 10 of the Plan.

         9.   Corporate Transactions

         In the event of any Corporate Transaction, each Initial Grant that is
at the time outstanding shall automatically accelerate so that each such grant
shall, immediately prior to the specified effective date for the Corporate
Transaction, become fully vested and exercisable.

         10.  Amendment

         The Board may amend the provisions contained herein in such respects as
it deems advisable. Any such amendment shall not, without the consent of the
Eligible Director, impair or diminish any rights of an Eligible Director or any
rights of the Company under an Option.

         Provisions of the Plan (including any amendments) that were not
discussed above, to the extent applicable to Eligible Directors, shall continue
to govern the terms and conditions of Options granted to Eligible Directors.

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