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                                                                   Exhibit 10.19


                               Amended by the Board of Directors August 26, 2002

                             OMNIBUS SECURITIES PLAN
                                       OF
                           PHILLIPS PETROLEUM COMPANY
                             (AMENDED AND RESTATED)

SECTION 1. PURPOSE AND ESTABLISHMENT.

The purpose of the Omnibus Securities Plan of Phillips Petroleum Company (the
"Plan") is to benefit the Company's stockholders by encouraging high levels of
performance by individuals whose performance is a key element in achieving the
Company's continued financial and operational success, and to enable the Company
to recruit, reward, retain and motivate employees to work as a team to achieve
the Company's mission of being the top performer in each of our businesses by
rewarding the creation of shareholder value.

The Omnibus Securities Plan of Phillips Petroleum Company shall become effective
January 1, 1993, upon its adoption by the Company's stockholders at the 1993
Annual Meeting.

SECTION 2. DEFINITIONS.

For purposes of the Plan, the following terms, as used herein, shall have the
meaning specified:

(a)   "AWARD" or "AWARDS" means an award granted pursuant to Section 4 hereof.

(b)   "AWARD AGREEMENT" means an agreement described in Section 5 hereof entered
      into between the Company and a Participant, setting forth the terms,
      conditions and any limitations applicable to the Award granted to the
      Participant.
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(c)   "BENEFICIARY" means a person or persons designated by a Participant to
      receive, in the event of death, any unpaid portion of an Award held by the
      Participant. Any Participant may, subject to such limitations as may be
      prescribed by the Committee, designate one or more persons primarily or
      contingently as beneficiaries in writing upon forms supplied by and
      delivered to the Company, and may revoke such designations in writing. If
      a Participant fails effectively to designate a beneficiary, then the Award
      will be paid in the following order of priority:

      (i)   Surviving spouse;

      (ii)  Surviving children in equal shares;

      (iii) To the estate of the Participant.

(d)   "BOARD" means the Board of Directors of the Company as it may be comprised
      from time to time.

(e)   "CODE" means the Internal Revenue Code of 1986, as amended from time to
      time, or any successor statute.

(f)   "COMMITTEE" means the Compensation Committee of the Board or any successor
      committee with substantially the same responsibilities.

(g)   "COMPANY" means ConocoPhillips, a Delaware corporation or any successor
      corporation.

(h)   "DISABILITY" shall mean the inability, in the opinion of the Company's
      group life insurance carrier, of a Participant, because of an injury or
      sickness, to work at a reasonable occupation which is available with the
      Company or at any gainful occupation which the Participant is or may
      become fitted.


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(i)   "EMPLOYEE" means any individual who is a salaried employee of the Company
      or any Participating Subsidiary.

(j)   "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended and
      in effect from time to time, or any successor statute.

      (k)   "FAIR MARKET VALUE" in reference to the common Stock of the Company
            means

      (i)   the average of the reported highest and lowest sale prices per share
            of such Stock as reported on the composite tape of New York Stock
            Exchange transactions (or such other reporting system as shall be
            selected by the Committee) on the relevant date; or

      (ii)  in the absence of reported sales on that date, the average of the
            reported highest and lowest sales prices per share on the last
            previous day for which there was a reported sale.

      The Committee shall determine the Fair Market Value of any security that
      is not publicly traded, using such criteria as it shall determine, in its
      sole discretion, to be appropriate for such valuation.

(l)   "INSIDER" means any person who is subject to Section 16 of the Exchange
      Act.

(m)   "PARTICIPANT" means an Employee who has been designated by the Committee
      to be eligible for an Award pursuant to this Plan.

(n)   "PARTICIPATING SUBSIDIARY" means a subsidiary of the Company, of which the
      Company beneficially owns, directly or indirectly, more than 50% of the
      aggregate voting power of


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      all outstanding classes and series of stock, and one or more Employees of
      which are Participants, or are eligible for Awards pursuant to this Plan.


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(o)   "RESTRICTED STOCK" means shares of Stock which have certain restrictions
      attached to the ownership thereof, which may be issued under Section 4.3.

(p)   "RETIREMENT" means termination of employment with the Company or a
      Participating Subsidiary which qualifies the Employee for Retirement as
      that term is defined in the Retirement Income Plan of Phillips Petroleum
      Company or of the applicable retirement plan of a Participating
      Subsidiary.

(q)   "RULE 16B-3" means Rule 16b-3 promulgated by the Securities and Exchange
      Commission as now in force or as such regulation or successor regulation
      shall be hereafter amended.

(r)   "SECTION 16" means Section 16 of the Exchange Act or any successor
      regulation and the rules promulgated thereunder as they may be amended
      from time to time.

(s)   "STOCK" means shares of Common Stock of the Company, par value $.01.

(t)   "STOCK APPRECIATION RIGHT" means a right, the value of which is determined
      relative to the appreciation in value of shares of Stock, which may be
      issued under Section 4.2.

(u)   "STOCK OPTION" means a right to purchase shares of Stock granted pursuant
      to Section 4.1 and includes Incentive Stock Options and Non-Qualified
      Stock Options as defined in Section 4.1.

SECTION 3. ELIGIBILITY.

Awards may be granted only to Employees who are designated as Participants from
time to time by the Committee. The Committee shall determine which Employees
shall be Participants, the types


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of Awards to be made to Participants and the terms, conditions and limitations
applicable to the Awards.

SECTION 4. AWARDS

Awards may include, but are not limited to, those described in this Section 4.
The Committee may grant Awards singly, in tandem or in combination with other
Awards, as the Committee may in its sole discretion determine. Subject to the
other provisions of this Plan, Awards may also be granted in combination or in
tandem with, in replacement of, or as alternatives to, grants or rights under
this Plan and any other employee plan of the Company.

4.1 STOCK OPTIONS

A Stock Option is a right to purchase a specified number of shares of Stock at a
specified price during such specified time as the Committee shall determine.

(a)   Options granted may be either of a type that complies with the
      requirements of incentive stock options as defined in Section 422 of the
      Code ("Incentive Stock Options") or of a type that does not comply with
      such requirements ("Non-Qualified Options"), provided, however, that the
      aggregate number of shares which may be subject to Incentive Stock Options
      under this Plan shall not exceed twenty million (20,000,000) shares of
      Stock.

(b)   The exercise price per share of any Stock Option shall be no less than the
      Fair Market Value per share of the Stock subject to the option on the date
      the Stock Option is granted.

(c)   A Stock Option may be exercised, in whole or in part, by giving written
      notice of exercise to the Company specifying the number of shares of Stock
      to be purchased.


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(d)   The exercise price of the Stock subject to the Stock Option may be paid in
      cash or, at the discretion of the Committee, may also be paid by the
      tender of Stock already owned by the Participant, or through a combination
      of cash and Stock, or through such other means the Committee determines
      are consistent with the Plan's purpose and applicable law. No fractional
      shares of Stock will be issued or accepted.

4.2 STOCK APPRECIATION RIGHTS

A Stock Appreciation Right is a right to receive, upon surrender of the right,
but without payment, an amount payable in cash and/or shares of Stock under the
terms and conditions as the Committee shall determine.

(a)   A Stock Appreciation Right may be granted in tandem with part or all of,
      in addition to, or completely independent of a Stock Option or any other
      Award under this Plan. A Stock Appreciation Right issued in tandem with a
      Stock Option may be granted at the time of grant of the related Stock
      Option or at any time thereafter during the term of the Stock Option.

(b)   The amount payable in cash and/or shares of Stock with respect to each
      right shall be equal in value to a percent of the amount by which the Fair
      Market Value per share of Stock on the exercise date exceeds the exercise
      price of the Stock Appreciation Right. The applicable percent shall be
      established by the Committee. The amount payable in shares of Stock, if
      any, is determined with reference to the Fair Market Value on the date of
      exercise.

(c)   Stock Appreciation Rights issued in tandem with Stock Options shall be
      exercisable only to the extent that the Stock Options to which they relate
      are exercisable. Upon exercise of the Stock Appreciation Right, the
      Participant shall surrender to the Company the underlying Stock Option.
      Stock Appreciation Rights issued in tandem with Stock Options shall
      automatically terminate upon the exercise of such Stock Options.


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4.3 RESTRICTED STOCK

Restricted Stock is Stock that is issued to a Participant and is subject to such
terms, conditions and restrictions as the Committee deems appropriate, which may
include, but are not limited to, restrictions upon the sale, assignment,
transfer or other disposition of the Restricted Stock and the requirement of
forfeiture of the Restricted Stock upon termination of employment under certain
specified conditions. The Committee may provide for the lapse of any such term
or condition or waive any term or condition based on such factors or criteria as
the Committee may determine. The Participant shall have, with respect to awards
of Restricted Stock, all of the rights of a shareholder of the Company,
including the right to vote the Restricted Stock and the right to receive any
cash or stock dividends on such Stock. No more than thirty percent (30%) of the
total number of shares of Stock available for Awards under the Plan shall be
issued during the duration of the Plan as Restricted Stock.

4.4 PERFORMANCE AWARDS

Performance Awards may be granted under this Plan from time to time based on the
terms and conditions as the Committee deems appropriate provided that such
Awards shall not be inconsistent with the terms and purposes of this Plan.
Performance Awards are Awards which are contingent upon the performance of all
or a portion of the Company and/or its Subsidiaries or which are contingent upon
the individual performance of a Participant. Performance Awards may be in the
form of performance units, performance shares and such other forms of
performance Awards which the Committee shall determine. The Committee shall
determine the performance measurements and criteria for such performance Awards.

4.5  OTHER AWARDS


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The Committee may from time to time grant Stock, other Stock based and non-Stock
based Awards under the Plan including without limitations those Awards pursuant
to which Shares of Stock are or may in the future be acquired, Awards
denominated in Stock units, securities convertible into Stock, phantom
securities and dividend equivalents. The Committee shall determine the terms and
conditions of such other Stock, Stock based and non-Stock based Awards provided
that such Awards shall not be inconsistent with the terms and purposes of this
Plan.

SECTION 5. AWARD AGREEMENTS.

Each Award under this Plan shall be evidenced by an Award Agreement setting
forth the number of shares of Stock or other security, Stock Appreciation
Rights, or units subject to the Award and such other terms and conditions
applicable to the Award as determined by the Committee.

(a)   Award Agreements shall include the following terms:

      (i)   NON-ASSIGNABILITY:

            A provision that the Awards under the Plan other than Awards
            representing Non-Qualified Stock Options shall not be assigned,
            pledged or otherwise transferred except by will or by the laws of
            descent and distribution, and that during the lifetime of a
            Participant, an Award other than an Award representing Non-Qualified
            Stock Options shall be exercised only by such Participant or by the
            Participant's legal guardian or legal representative.

      (ii)  TERMINATION OF EMPLOYMENT: A provision describing the treatment of
            an Award in the event of the Retirement, Disability, death or other
            termination of a Participant's employment with the Company,
            including but not limited to terms relating to the vesting, time for
            exercise, forfeiture or cancellation of an Award in such
            circumstances.


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      (iii) RIGHTS AS STOCKHOLDER: A provision that a Participant shall have no
            rights as a stockholder with respect to any securities covered by an
            Award until the date the Participant becomes the holder of record.
            Except as provided in Section 8 hereof, no adjustment shall be made
            for dividends or other rights, unless the Award Agreement
            specifically requires such adjustment, in which case, grants of
            dividend equivalents or similar rights shall not be considered to be
            a grant of any other stockholder right.

      (iv)  WITHHOLDING: A provision requiring the withholding of applicable
            taxes required by law from all amounts paid in satisfaction of an
            Award. In the case of an Award paid in cash, the withholding
            obligation shall be satisfied by withholding the applicable amount
            and paying the net amount in cash to the Participant. In the case of
            Awards paid in shares of Stock or other securities of the Company, a
            Participant may satisfy the withholding obligation by paying the
            amount of any taxes in cash or, with the approval of the Committee,
            shares of Stock or other securities may be deducted from the payment
            to satisfy the obligation in full or in part as long as such
            withholding of shares does not violate any applicable laws, rules or
            regulations of Federal, state or local authorities. The number of
            shares to be deducted shall be determined by reference to the Fair
            Market Value of such shares of Stock on the applicable date.

      (v)   HOLDING PERIOD: In the case of an Award to an Insider:

            (A)   of an equity security, a provision stating (or the effect of
                  which is to require) that such security must be held for a
                  least six months (or such longer period as the Committee in
                  its discretion specifies) from the date of acquisition; or


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            (B)   of a derivative security with a fixed exercise price within
                  the meaning of Section 16, a provision stating (or the effect
                  of which is to require) that at least six months (or such
                  longer period as the Committee in its discretion specifies)
                  must elapse from the date of acquisition of the derivative
                  security to the date of disposition of the derivative security
                  (other than upon exercise or conversion) or its underlying
                  equity security; or

            (C)   of a derivative security without a fixed exercise price within
                  the meaning of Section 16, a provision stating (or the effect
                  of which is to require) that at least six months (or such
                  longer period as the Committee in its discretion specifies)
                  must elapse from the date upon which such price is fixed to
                  the date of disposition of the derivative security (other than
                  by exercise or conversion) or its underlying equity security.

(b)   Award Agreements may include the following terms:

      (i)   REPLACEMENT, SUBSTITUTION, AND RELOADING: Any provisions

            (A)   permitting the surrender of outstanding Awards or securities
                  held by the Participant in order to exercise or realize rights
                  under other Awards, or in exchange for the grant of new Awards
                  under similar or different terms (including the grant of
                  reload options), or,

            (B)   requiring holders of Awards to surrender outstanding Awards as
                  a condition precedent to the grant of new Awards under the
                  Plan.


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      (ii)  TRANSFERABILITY OF NON-QUALIFIED STOCK OPTIONS: Such provisions as
            the Committee may, in its discretion, authorize in any particular
            case, with respect to all or any portion of any Non-Qualified Stock
            Options to be granted to Participant, the transfer by such
            Participant of any of such Non-Qualified Stock Options to (a) the
            spouse, children or grandchildren (including in each case
            stepchildren or step grandchildren) of the Participant (all such
            persons collectively "Immediate Family Members":), (b) a trust or
            trusts for the exclusive benefit of persons all of whom are
            Immediate Family Members, or (c) a partnership in which all partners
            are Immediate Family Members, provided that following any such
            permitted transfer, subsequent transfers of transferred
            Non-Qualified Stock Options, except by will or the laws of descent
            and distribution, are prohibited. Following any transfer
            contemplated hereby, the transferred Non-Qualified Stock Options
            shall continue to be subject to all of the terms hereof and
            Administrative Procedure and the Award Agreement pursuant to which
            it was originally granted and the transferee shall be obliged to
            comply in all respects with all of the terms and conditions hereof,
            the Administrative Procedure and the Award Agreement in the same
            manner as if the transferee were a Participant hereunder.

      (iii) OTHER TERMS: Such other terms as are necessary and appropriate to
            effect an Award to the Participant including but not limited to the
            term of the Award, vesting provisions, deferrals, any requirements
            for continued employment with the Company, any other restrictions or
            conditions (including performance requirements) on the Award and the
            method by which restrictions or conditions lapse, effect on the
            Award of a Change of Control as defined in Section 9, the price,
            amount or value of Awards.

SECTION 6. SHARES OF STOCK SUBJECT TO THE PLAN


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(a)   Subject to the adjustment provisions of Section 8 hereof, the number of
      Shares for which Awards may be granted in each calendar year during any
      part of which the Plan is in effect (including, for the purpose of this
      limitation, shares of Stock which have been or may be the subject of
      Awards under the Prior Plans as defined in Section 17 hereof during such
      year) shall not exceed eight-tenths of one percent (.8%) of the total
      issued and outstanding shares of Stock on December 31 of the immediately
      preceding year. In the event that not all of the shares available in one
      year are used for Awards in that year, the number of shares not used for
      Awards that year shall be carried forward and shall be available for
      Awards in succeeding calendar years in addition to the eight-tenths of one
      percent (.8%) of shares that would otherwise be available in such years.

(b)   Any unexercised or undistributed portion of any terminated, expired,
      exchanged, or forfeited Award or Awards settled in cash in lieu of shares
      of Stock shall be available for further Awards in addition to those
      available under Section 6(a) hereof.

(c)   For the purposes of computing the total number of shares of Stock granted
      under the Plan, the following rules shall apply to Awards payable in Stock
      or other securities, where appropriate:

      (i)   except as provided in (v) of this Section, each Stock Option shall
            be deemed to be the equivalent of the maximum number of shares that
            may be issued upon exercise of the particular Stock Option;

      (ii)  except as provided in (v) of this Section, each other Stock-based
            Award payable in some other security shall be deemed to be equal to
            the number of shares to which it relates;


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      (iii) except as provided in (v) of this Section, where the number of
            shares available under the Award is variable on the date it is
            granted, the number of shares shall be deemed to be the maximum
            number of shares that could be received under that particular Award;


      (iv)  where one or more types of Awards (both of which are payable in
            shares of Stock or another security) are granted in tandem with each
            other, such that the exercise of one type of Award with respect to a
            number of shares cancels an equal number of shares of the other,
            each joint Award shall be deemed to be the equivalent of the number
            of shares under the other; and

      (v)   each share awarded or deemed to be awarded under the preceding
            subsections shall be treated as shares of Stock, even if the Award
            is for a security other than Stock.

Additional rules for determining the number of shares of Stock granted under the
Plan may be made by the Committee, as it deems necessary or appropriate.

(d)   The Stock which may be issued pursuant to an Award under the Plan may be
      treasury or authorized but unissued Stock or Stock may be acquired,
      subsequently or in anticipation of the transaction, in the open market to
      satisfy the requirements of the Plan.

SECTION 7. ADMINISTRATION.

(a)   The Plan and all Awards granted pursuant thereto shall be administered by
      the Committee so as to permit the Plan to comply with Rule 16b-3. A
      majority of the members of the Committee shall constitute a quorum. The
      vote of a majority of a quorum shall constitute action by the Committee.


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(b)   The Committee shall periodically determine the Participants in the Plan
      and the nature, amount, pricing, timing, and other terms of Awards to be
      made to such individuals.

(c)   The Committee shall have the power to interpret and administer the Plan.
      All questions of interpretation with respect to the Plan, the number of
      shares of Stock or other security, Stock Appreciation Rights, or units
      granted, and the terms of any Award Agreements shall be determined by the
      Committee and its determination shall be final and conclusive upon all
      parties in interest. In the event of any conflict between an Award
      Agreement and the Plan, the terms of the Plan shall govern.

(d)   It is the intent of the Company that the Plan and Awards hereunder satisfy
      and be interpreted in a manner, that, in the case of Participants who are
      or may be Insiders, satisfies the applicable requirements of Rule 16b-3,
      so that such persons will be entitled to the benefits of Rule 16b-3 or
      other exemptive rules under Section 16 and will not be subjected to
      avoidable liability thereunder. If any provision of the Plan or of any
      Award would otherwise frustrate or conflict with the intent expressed in
      this Section 7(d), that provision to the extent possible shall be
      interpreted and deemed amended so as to avoid such conflict. To the extent
      of any remaining irreconcilable conflict with such intent, the provision
      shall be deemed void as applicable to Insiders.

(e)   The Committee may delegate to the officers or employees of the Company the
      authority to execute and deliver such instruments and documents, to do all
      such acts and things, and to take all such other steps deemed necessary,
      advisable or convenient for the effective administration of the Plan in
      accordance with its terms and purpose, except that the Committee may not
      delegate any discretionary authority with respect to substantive decisions
      or functions regarding the Plan or Awards thereunder as these relate to
      Insiders including but not limited to decisions regarding the timing,
      eligibility, pricing, amount or other material term of such Awards.


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SECTION 8. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.

Subject to any required action by the Company's shareholders, 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 adjustments to outstanding Awards as it
determines appropriate so as to prevent dilution or enlargement of rights.

SECTION 9. 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 9, such
            Performance Units shall be settled in cash as promptly as is
            practicable; and


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      (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 Exchange Act (a
            "Person")) of beneficial ownership (within the meaning of Rule 13d-3
            promulgated under the Exchange Act) 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 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 transaction which complies with clauses
            (A), (B) and (C) of subsection (iii) of this Section 9(b); or

      (ii)  Individuals who, as of August 26, 2002, 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 August 26, 2002, 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


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            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 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


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            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 9 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.

SECTION 10. RIGHTS OF EMPLOYEES.

(a)   Status as an eligible Employee shall not be construed as a commitment that
      any Award will be made under the Plan to such eligible Employee or to
      eligible Employees generally.

(b)   Nothing contained in the Plan (or in any other documents related to this
      Plan or to any Award) shall confer upon any Employee or Participant any
      right to continue in the employ or other service of the Company or
      constitute any contract or limit in any way the right of the Company to
      change such person's compensation or other benefits or to terminate the
      employment of such person with or without cause.

SECTION 11. AWARDS IN FOREIGN COUNTRIES.

The Committee shall have the authority to adopt such modifications, procedures
and subplans as may be necessary or desirable to comply with provisions of the
laws of foreign countries in which


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the Company or its Participating Subsidiaries may operate to assure the
viability of the benefits of Awards made to Participants employed in such
countries and to meet the purpose of this Plan.

SECTION 12. COMPLIANCE WITH APPLICABLE LEGAL REQUIREMENTS

No certificate for Stock distributable pursuant to this Plan shall be issued and
delivered unless the issuance of such certificate complies with all applicable
legal requirements including, without limitation, compliance with the provisions
of applicable state securities laws, the Securities Act of 1933, as amended from
time to time or any successor statute, the Exchange Act and the requirements of
the exchanges on which the Company's Stock may, at the time, be listed.

SECTION 13. AMENDMENT AND TERMINATION.

The Board of Directors may at any time amend, suspend or terminate the Plan. The
Committee may at any time alter or amend any or all Award Agreements under the
Plan, but no such alteration or amendment may adversely affect the rights of the
Participant in question without such Participant's consent. However, no such
action may, without further approval of the stockholders of the Company, be
effective 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 and may not 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 8;

      (ii)  materially modify the requirements as to eligibility for
            participation,

      (iii) materially increase the benefits accruing to Participants under the
            Plan; or


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<PAGE>
      (iv)  extend the duration beyond the date approved by the stockholders.

SECTION 14. UNFUNDED PLAN.

The Plan shall be unfunded. Neither the Company nor the Board of Directors shall
be required to segregate any assets that may at any time be represented by
Awards made pursuant to the Plan. Neither the Company, the Committee, nor the
Board of Directors shall be deemed to be a trustee of any amounts to be paid
under the Plan.

SECTION 15. LIMITS OF LIABILITY.

(a)   Any liability of the Company to any Participant with respect to an Award
      shall be based solely upon contractual obligations created by the Plan and
      the Award Agreement.

(b)   Neither the Company nor any member of the Board of Directors or of the
      Committee, nor any other person participating in any determination of any
      question under the Plan, or in the interpretation, administration or
      application of the Plan, shall have any liability to any party for any
      action taken or not taken, in good faith under the Plan.

SECTION 16. DURATION OF THE PLAN.

This Plan shall become effective on January 1, 1993, upon the adoption by the
Company's stockholders at the 1993 Annual Meeting and the Committee shall have
authority to grant Awards hereunder until December 31, 2002, subject to the
ability of the Board of Directors to terminate the Plan as provided in Section
13.

SECTION 17. TERMINATION OF OTHER PLANS.


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<PAGE>
Effective upon the adoption of the Plan by stockholders, no further grants of
options, stock appreciation rights, stock or restricted stock shall be made
under the Company's 1986 Stock Plan and 1990 Stock Plan ("Prior Plans").
Thereafter, all grants and awards made under the Prior Plans prior to that date
shall continue in accordance with the terms of the Prior Plans.


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