BAKER HUGHES INC, S-8 POS, 1997-07-07

BAKER HUGHES INC
S-8 POS, 1997-07-07
OIL & GAS FIELD MACHINERY & EQUIPMENT

Previous: PRUDENTIAL MUNICIPAL BOND FUND, 497, 1997-07-07

Next: PRINCIPAL BALANCED FUND INC, PRES14A, 1997-07-07

<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 7, 1997
REGISTRATION NO. 333-28123
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

------------------------

POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-8
TO FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933*

------------------------

BAKER HUGHES INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C> <C>
DELAWARE 3900 ESSEX LANE 76-0207995
(State or Other Jurisdiction of HOUSTON, TEXAS 77027-5177 (I.R.S. Employer
Incorporation or Organization) (Address, including Zip Code, of Principal Identification No.)
Executive Offices)
</TABLE>

- --------------------------------------------------------------------------------

PETROLITE CORPORATION STOCK INCENTIVE PLAN
PETROLITE 1993 STOCK INCENTIVE PLAN
PETROLITE CORPORATION STOCK OPTION AGREEMENT AND RELATED TERMINATION AGREEMENT
(Full titles of the plans)

- --------------------------------------------------------------------------------

LAWRENCE O'DONNELL, III
BAKER HUGHES INCORPORATED
3900 ESSEX LANE
HOUSTON, TEXAS 77027-5177
(Name and Address of Agent for Service)

Telephone Number, Including Area Code,
of Agent for Service:
(713) 439-8600

Copies to:
J. David Kirkland, Jr.
Baker & Botts, L.L.P.
One Shell Plaza
910 Louisiana
Houston, Texas 77002-4995

- --------------------------------------------------------------------------------

* Filed as a Post-Effective Amendment on Form S-8 to Form S-4 Registration
Statement (333-28123) pursuant to the provisions of Rule 401(e) promulgated
under the Securities Act of 1933, as amended, and the procedures described
herein. See "INTRODUCTORY STATEMENT."
<PAGE> 2
INTRODUCTORY STATEMENT

Baker Hughes Incorporated ("Baker Hughes" or the "Registrant") hereby
amends its Registration Statement on Form S-4 (Registration No. 333-28123) (the
"Form S-4") by filing this Post-Effective Amendment No. 1 on Form S-8
("Post-Effective Amendment No. 1") with respect to the Registrant's Common
Stock, par value $1.00 per share ("Baker Hughes Common Stock"), issuable in
connection with (i) the Petrolite Corporation Stock Incentive Plan, (ii) the
Petrolite 1993 Stock Incentive Plan and (iii) the Petrolite Corporation Stock
Option Agreement and Related Termination Agreement (collectively, the "Plans").

Baker Hughes and Petrolite Corporation ("Petrolite") entered into an
Agreement and Plan of Merger dated as of February 25, 1997 (the "Merger
Agreement") pursuant to which on July 2, 1997 a subsidiary of Baker Hughes was
merged (the "Merger") with and into Petrolite, with Petrolite as the surviving
corporation. In the Merger, each outstanding share of capital stock, without
par value, of Petrolite ("Petrolite Common Stock"), was converted into 1.6135
shares of Baker Hughes Common Stock. Consummation of the Merger followed
approval by the stockholders of Petrolite, which was obtained at a meeting of
stockholders held on July 1, 1997. Upon the consummation of the Merger, Baker
Hughes assumed the Plans. As a result, upon exercise of options previously
granted under the Plans the holder thereof will be entitled to receive shares
of Baker Hughes Common Stock in lieu of shares of Petrolite Common Stock on the
basis provided in the prospectus constituting a part of this Post-Effective
Amendment No. 1.

The designation of this Post-Effective Amendment No. 1 as Registration No.
333-28123 denotes that the Post-Effective Amendment No. 1 relates only to the
shares of Baker Hughes Common Stock issuable upon exercise of stock options
under the Plans and that this is the first Post-Effective Amendment No. 1 to
the Form S-4 filed with respect to such shares.

All filing fees payable in connection with the registration of the issuance
of these securities were paid in connection with (i) the filing of the
preliminary Joint Proxy Statement/Prospectus by Petrolite Corporation on April
10, 1997 and (ii) the filing of the Registrant's Form S-4 Registration
Statement (333-28123) on May 30, 1997.
<PAGE> 3
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents, which have been filed previously by Baker Hughes
(File No. 1-9397) with the Securities and Exchange Commission (the "SEC")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are hereby incorporated herein by reference:

o Baker Hughes' Annual Report on Form 10-K for the
fiscal year ended September 30, 1996;

o Baker Hughes' Quarterly Reports on Form 10-Q for the
quarters ended December 31, 1996 and March 31, 1997;

o Baker Hughes' Current Report on Form 8-K dated March
5, 1997; and

o The description of Baker Hughes' Common Stock
contained in Baker Hughes' Registration Statement on
Form S-4 (Reg. No. 333-28123) under the caption
"Description of Capital Stock" filed by Baker Hughes
with the SEC on May 30, 1997.

All documents filed by Baker Hughes pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the effective date of this
Post-Effective Amendment No. 1 and prior to the filing of a post-effective
amendment to this Post-Effective Amendment No. 1 indicating that all securities
offered hereby have been sold or deregistering all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be part
hereof from the date of filing of such documents. Any statement contained
herein or in any document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Post-Effective Amendment No. 1 to the extent that a statement contained in
any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed to constitute a
part of this Post-Effective Amendment No. 1, except as so modified or
superseded. All information appearing in this Post-Effective Amendment No. 1 or
in any document incorporated herein by reference is not necessarily complete and
is qualified in its entirety by the information and financial statements
(including notes thereto) appearing in the documents incorporated herein by
reference and should be read together with such information and documents.

ITEM 4. DESCRIPTION OF SECURITIES

Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not Applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Baker Hughes' Restated Certificate of Incorporation contains a provision
that eliminates the personal liability of a director to Baker Hughes and its
stockholders for monetary damages for breach of his or her fiduciary duty as a

II-1
<PAGE> 4
director to the extent currently allowed under the Delaware General Corporation
Law. If a director were to breach such duty in performing his or her duties as
a director, neither Baker Hughes nor its stockholders could recover monetary
damages from the director, and the only course of action available to Baker
Hughes' stockholders would be equitable remedies, such as an action to enjoin or
rescind a transaction involving a breach of fiduciary duty. To the extent
certain claims against directors are limited to equitable remedies, the
provision in Baker Hughes' Restated Certificate of Incorporation may reduce the
likelihood of derivative litigation and may discourage stockholders or
management from initiating litigation against directors for breach of their
fiduciary duty. Additionally, equitable remedies may not be effective in many
situations. If a stockholder's only remedy is to enjoin the completion of the
Board of Directors' action, this remedy would be ineffective if the stockholder
does not become aware of a transaction or event until after it has been
completed. In such a situation, it is possible that the stockholders and Baker
Hughes would have no effective remedy against the directors. Under Baker
Hughes' Restated Certificate of Incorporation, liability for monetary damages
remains for (i) any breach of the duty of loyalty to Baker Hughes or its
stockholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) payment of an
improper dividend or improper repurchase of Baker Hughes' stock under Section
174 of the Delaware General Corporation Law, or (iv) any transaction from which
the director derived an improper personal benefit. Baker Hughes' Restated
Certificate of Incorporation further provides that in the event the Delaware
General Corporation Law is amended to allow the further elimination or
limitation of the liability of directors, then the liability of Baker Hughes'
directors shall be limited or eliminated to the fullest extent permitted by the
amended Delaware General Corporation Law.

Under Article III of Baker Hughes' By-laws as currently in effect and an
indemnification agreement with Baker Hughes' officers and directors (the
"Indemnification Agreement"), each person who is or was a director or officer
of Baker Hughes or a subsidiary of Baker Hughes, or who serves or served any
other enterprise or organization at the request of Baker Hughes or a subsidiary
of Baker Hughes, shall be indemnified by Baker Hughes to the full extent
permitted by the Delaware General Corporation Law.

Under such law, to the extent that such person is successful on the merits
in defense of a suit or proceeding brought against him by reason of the fact
that he or she is or was a director or officer of Baker Hughes, or serves or
served any other enterprise or organization at the request of Baker Hughes, he
or she shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred in connection with such action.

Under such law, if unsuccessful in defense of a third-party civil suit or a
criminal suit, or if such suit is settled, such a person shall be indemnified
against both (i) expenses, including attorneys' fees, and (ii) judgments, fines
and amounts paid in settlement if he or she acted in good faith and in a manner
he reasonably believed to be in, or not opposed to, the best interests of Baker
Hughes, and, with respect to any criminal action, had no reasonable cause to
believe his conduct was unlawful.

If unsuccessful in defense of a suit brought by or in the right of Baker
Hughes, or if such a suit is settled, such a person shall be indemnified under
such law only against expenses (including attorneys' fees) actually and
reasonably incurred in the defense or settlement of such suit if he acted in
good faith and in a manner he reasonably believed to be in, or not opposed to,
the best interests of Baker Hughes, except that if such person is adjudged to
be liable in such a suit for negligence or misconduct in the performance of his
duty to Baker Hughes, he cannot be made whole for expenses unless the court
determines that he is fairly and reasonably entitled to indemnity for such
expenses.

The Indemnification Agreement provides directors and officers with specific
contractual assurance that indemnification and advancement of expenses will be
available to them regardless of any amendments to or revocation of the
indemnification provisions of Baker Hughes' By-laws. The Indemnification
Agreement provides for indemnification of directors and officers against both
stockholder derivative claims and third-party claims. Sections 145(a) and
145(b) of the Delaware General Corporation Law, which grant corporations the
power to indemnify directors and officers, specifically authorize lesser
indemnification in connection with derivative claims than in connection with
third-party claims. The distinction is that Section 145(a), concerning
third-party claims, authorizes expenses and judgments and amounts paid in
settlement (as is provided in the Indemnification Agreement), but Section
145(b), concerning derivative suits, generally authorizes only indemnification
of expenses. However, Section 145(f) expressly

II-2
<PAGE> 5
provides that the indemnification and advancement of expenses provided by or
granted pursuant to the subsections of Section 145 shall not be exclusive of
any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any agreement. No Delaware case directly
answers the question whether Delaware's public policy would support this aspect
of the Indemnification Agreement under the authority of Section 145(f), or
would cause its invalidation because it does not conform to the distinctions
contained in Sections 145(a) and 145(b).

Pursuant to the Indemnification Agreement, Baker Hughes has agreed to
provide, at all times during the two-year period following a "change in
control" (as defined in the Indemnification Agreement) of Baker Hughes,
irrevocable letters of credit in an aggregate amount not less than $25,000,000
for the benefit of the officers and directors of Baker Hughes to secure its
obligations under the Indemnification Agreement.

Delaware corporations also are authorized to obtain insurance to protect
officers and directors from certain liabilities, including liabilities against
which the corporation cannot indemnify its directors and officers. Baker
Hughes currently has in effect a directors' and officers' liability insurance
policy.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable.

ITEM 8. EXHIBITS

The following documents are filed as a part of this Post-Effective
Amendment No. 1 or incorporated by reference herein:

<TABLE>
<CAPTION>
Exhibit
No. Description
-------- -----------
<S> <C> <C>
5.1 * -- Opinion of Baker & Botts, L.L.P. with respect to legality of securities.
23.1 -- Consent of Deloitte & Touche LLP.
23.2 -- Consent of Baker & Botts, L.L.P. (included in Exhibit 5.1).
24.1 * -- Power of Attorney (included on signature page to the Company's Registration Statement
No. 333-28123 on Form S-4).
99.1 -- Petrolite Corporation Incentive Stock Plan.

99.2 -- Petrolite 1993 Incentive Stock Plan.

99.3 -- Petrolite Corporation Stock Option Agreement and related Termination Agreement.
</TABLE>

__________________________________

* Previously filed with the Company's S-4 Registration Statement No.
333-28123 filed on May 30, 1997.

II-3
<PAGE> 6
ITEM 9. UNDERTAKINGS

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement;

(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;

provided, however, that the undertakings set forth in paragraphs (a)(1)(i)
and (a)(1)(ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in the
registration statement.

(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by reference in this registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the registrant pursuant to the provisions described under Item 6
above, or otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

II-4
<PAGE> 7
SIGNATURES

Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing this Post-Effective Amendment No. 1 on Form
S-8 to Form S-4 Registration Statement and has duly caused this Post-Effective
Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Houston, State of Texas, on July 7, 1997.

<TABLE>
<S> <C>
BAKER HUGHES INCORPORATED

By: /s/ LAWRENCE O'DONNELL, III
-----------------------------------------
Lawrence O'Donnell, III
Vice President and General Counsel
</TABLE>

Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment No. 1 on Form S-8 to Form S-4 Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:

<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
* President, Chief Executive July 7, 1997
----------------------------------- Officer
Max L. Lukens and Chairman of the Board
(principal executive officer)

* Senior Vice President and Chief July 7, 1997
----------------------------------- Financial Officer
Eric L. Mattson (principal financial officer)

* Controller July 7, 1997
----------------------------------- (principal accounting officer)
James E. Braun

* Director July 7, 1997
-----------------------------------
Lester M. Alberthal, Jr.

* Director July 7, 1997
-----------------------------------
Victor G. Beghini

* Director July 7, 1997
-----------------------------------
Jack S. Blanton

* Director July 7, 1997
-----------------------------------
Eunice M. Filter

* Director July 7, 1997
-----------------------------------
Joe B. Foster

* Director July 7, 1997
-----------------------------------
Richard D. Kinder

* Director July 7, 1997
-----------------------------------
James F. McCall
</TABLE>

II-5
<PAGE> 8

<TABLE>
<S> <C> <C> <C>
* Director July 7, 1997
-----------------------------------
H. John Riley, Jr.

* Director July 7, 1997
-----------------------------------
Donald C. Trauscht

* By: /s/ Lawrence O'Donnell, III
---------------------------
Attorney-in-fact
</TABLE>

II-6
<PAGE> 9
EXHIBIT INDEX

99.2 -- Petrolite 1993 Incentive Stock Plan.

99.3 -- Petrolite Corporation Stock Option Agreement and related Termination Agreement.
</TABLE>

__________________________

* Previously filed with the Company's S-4 Registration Statement No. 333-28123
filed on May 30, 1997.

II-7

<PAGE> 1
EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 on Form S-8 to Form S-4 Registration Statement (No. 333-28123) of Baker
Hughes Incorporated of our report dated November 13, 1996, incorporated by
reference in the Annual Report on Form 10-K of Baker Hughes Incorporated for the
year ended September 30, 1996.

/s/ Deloitte & Touche LLP
___________________________________________

DELOITTE & TOUCHE LLP

Houston Texas

July 7, 1997

<PAGE> 1
EXHIBIT 99.1

PETROLITE CORPORATION
STOCK INCENTIVE PLAN

ARTICLE I
GENERAL

1.1 Purpose. The purpose of this Stock Incentive Plan (the "Plan")
is to associate more closely the interests of the management of Petrolite
Corporation and its subsidiaries (collectively referred to as the "Company")
with the shareholders by relating capital accumulation with increases in
shareholder value, encourage management success by providing capital
accumulation as an incentive, maintain competitive compensation levels, and
provide an incentive to management for continuous employment with the Company.

1.2 Administration. (a) The Plan shall be administered by a
Committee of disinterested persons appointed by the Board of Directors of
Petrolite Corporation, as constituted from time to time. The Committee shall
consist of at least three members of the Board, none of whom shall be, while
serving on the Committee, or shall have been, within one year prior to
commencement of service on the Committee, eligible for selection as a person to
whom stock may be allocated or to whom stock options may be granted under the
Plan or any other plan of the Company under which participants are entitled to
acquire stock or stock options of the Company.

(b) The Committee shall have the authority, in its sole discretion
and from time to time: (i) to designate the employees or classes of employees
eligible to participate in the Plan; (ii) to grant awards provided in the Plan
in such form and amount as the Committee shall determine; (iii) to impose such
limitations, restrictions and conditions
<PAGE> 2
upon any such award as the Committee shall deem appropriate; and (iv) to
interpret the Plan, to adopt, amend and rescind rules and regulations relating
to the Plan, and to make all other determinations and take all other action
necessary or advisable for the implementation and administration of the Plan.

(c) Decisions and determinations of the Committee on all matters
relating to the Plan shall be in its sole discretion and shall be conclusive.
No member of the Committee shall be liable for any action taken or decision
made in good faith relating to the Plan or any award thereunder.

1.3 Eligibility for Participation. Participants shall be selected
by the Committee from the executive officers and other key employees of the
Company who occupy responsible managerial or professional positions and who
have the capability of making a substantial contribution to the success of the
Company. In making this selection and in determining the form and amount of
awards the Committee shall give consideration to the functions and
responsibilities of the individual, past and potential contributions to
profitability and sound growth, the value of his services to he Company, and
any other factors deemed relevant by the Committee.

1.4 Types of Awards Under Plan. Awards under the Plan may be in the
form of any one or more of the following:

(i) Stock Options ("Options"), as described in Article II;

(ii) Restricted Stock Units, as described in Article III.

1.5 Aggregate Limitation On Awards. (a) Shares of stock which may
be issued under the Plan shall be authorized and unissued or treasury shares of
Capital Stock of Petrolite Corporation ("Capital Stock"). The maximum number of
shares of Capital Stock which may be issued under the Plan shall be 600,000,
and for purposes of Section 1.5, all Restricted Stock Units shall be treated as
payable exclusively in shares of Capital stock.

-2-
<PAGE> 3
(b) Any shares of Capital Stock with respect to which an Option or
Restricted Stock unit is terminated unexercised, expires or is otherwise
forfeited shall again be available for issuance under the Plan.

1.6 Effective Date and Term of Plan. (a) The Plan shall become
effective on the date approved by the holders of a majority of the shares of
Capital Stock present in person or by proxy and entitled to vote at the 1987
Annual Meeting of Shareholders of Petrolite Corporation.

(b) No awards shall be made under the Plan after the last day of the
Company's 1992 fiscal year, provided, however, that the Plan and all awards
made under the Plan prior to such date shall remain in effect until such awards
have been satisfied or terminated in accordance with the Plan and the term of
such awards.

1.7 Prior Plans. Effective on December 31, 1986, no further awards
shall be made under the Petrolite Corporation Incentive Stock Option Plan
adopted on September 16, 1981, provided, however, that any rights theretofore
granted under that plan shall not be affected.

-3-
<PAGE> 4
ARTICLE II

STOCK OPTIONS

2.1 AWARD OF STOCK OPTIONS. The Committee may from time to time,
and subject to the provisions of the Plan and such other terms and conditions
as the Committee may prescribe, grant to any participant in the Plan one or
more Options to purchase for cash the number of shares of Capital Stock
allotted by the Committee. The date an Option is granted shall mean the date
selected by the Committee on which the Committee allots a specific number of
shares to a participant pursuant to the Plan.

2.2 OPTION AGREEMENTS. The grant of an Option shall be evidenced by
a written Stock Option Agreement executed by the Company and the holder of an
Option ("optionee"), stating the number of shares of Capital Stock subject to
the Option evidenced thereby, and in such form as the Committee may from time
to time determine.

2.3 OPTION PRICE. The purchase price per share of Capital Stock
("option price") deliverable upon the exercise of an Option shall be 100% of
the fair market value of a share of Capital Stock on the date the Option is
granted.

2.4 TERM AND EXERCISE OF OPTIONS. Except as provided in Section
2.9, and unless otherwise determined by the Committee, each Option granted
under the Plan shall become exercisable with respect to 25% of the shares
subject thereto on and after the first anniversary of the date of grant
thereof, and with respect to an additional 25% of such shares on and after each
of the second, third and fourth anniversaries of such date of grant. Options
may be partially exercised from time to time within such percentage
limitations. Options granted under the plan shall be

-4-
<PAGE> 5
exercisable during such period or periods as the Committee shall determine;
provided, however, that no Option shall be exercisable more than 11 years after
the date of grant thereof.

2.5 Manner of Payment. Each Stock Option Agreement shall set forth
the procedure governing the exercise of the Option granted thereunder, and
shall provide that, upon such exercise in respect of any Capital Stock subject
thereto, the optionee shall pay to the Company, in full, the option price for
such shares with cash. As soon as practicable after receipt of such payment,
the Company shall deliver to the optionee a certificate or certificates for
such shares of Capital Stock.

2.6 Death of Optionee. Upon the death of the optionee, any rights
to the extent exercisable on the date of death may be exercised by the
optionee's estate, provided that such exercise occurs within 12 months after
the optionee's death.

2.7 Disability or Retirement. Upon termination of the optionee's
employment by reason of permanent disability (as determined by the Committee)
or retirement, any rights to the extent exercisable on such date of termination
by reason of permanent disability or retirement may be exercised by the
optionee, provided that such exercise occurs within 12 months after such
termination of employment by the optionee.

2.8 Termination for Other Reasons. Except as provided in Sections
2.6, 2.7 and 2.9 or except as otherwise determined by the Committee, all
Options granted under the Plan shall terminate upon the termination of the
optionee's employment.

2.9 Acceleration of Options. (a) Notwithstanding any provisions
to the contrary in agreements evidencing Options granted thereunder, each
outstanding Option shall become immediately and fully exercisable if any
entity, person or Group other than Petrolite Corporation or a subsidiary of
Petrolite Corporation acquires shares of Petrolite Corporation in a transaction
or series of transactions that result in such

-5-
<PAGE> 6
entity, person or Group directly or indirectly owning beneficially fifty-one
percent (51%) or more of the outstanding shares of Petrolite Corporation or if
any such entity, person or Group acquires substantially all of the assets of
Petrolite Corporation.

As used herein "Group" shall mean persons who act in concert as
described in Sections 13(d)(3) and/or 14(d)(2) of the Securities Exchange Act
of 1934, as amended.

(b) In such event, each outstanding Option will be exercisable in
full for a period of 12 months following the date of occurrence of such event,
provided however, that no such Option shall be exercised more than 11 years
after the date of the grant thereof.

-6-
<PAGE> 7
ARTICLE III

Restricted Stock Units

3.1 Award of Restricted Stock Units. The Committee may from time
to time, and subject to the provisions of the Plan and such other terms and
conditions as the Committee may prescribe, grant Restricted Stock Units to any
participant under the Plan. At the time it grants any Restricted Stock Units,
the Committee shall determine whether or not the payment of such Restricted
Stock Units shall be conditioned upon the participant's continued employment
with the Company throughout the Restriction Period or upon the attainment of
certain performance targets or both.

3.2 Restricted Stock Unit Agreements. Restricted Stock Units
granted under the Plan shall be evidenced by written agreements in such form as
the Committee may from time to time determine.

3.3 Number of Restricted Stock Units. Upon making an award, the
Committee shall determine (and the Restricted Stock Unit Agreement shall state)
the number of Restricted Stock Units granted to the participant. The initial
number of Units granted may be adjusted by a performance factor, in accordance
with Section 3.8, to be applied at the conclusion of the Restriction Period to
determine the final number of Restricted Stock Units to be paid. No payment by
a participant to the Company shall be required either as a result of a grant to
the participant of Restricted Stock Units or of the payment to the participant
of shares of the Company's Capital Stock.

3.4 Length of Restricted Period. Upon making an award, the
Committee shall determine (and the Restricted Stock Unit Agreement shall state)
the length of the Restricted Period. Restriction Periods will normally be for
a period of three years; however, the Committee may establish other time
periods in its sole discretion.

-7-
<PAGE> 8
3.5 Dividend Equivalents. At the Committee's discretion, each
participant of Restricted Stock Units which have not been terminated will be
entitled to receive payment from the Company in an amount equal to each cash
dividend the Company would have paid to such participant had he, on the record
date for payment of such dividend, owned of record shares of Capital Stock
equal to the number of Restricted Stock Units which had been awarded to such
participant as of the close of business on such record date. Payment of
dividend equivalents is expressly conditioned on continued employment with the
Company at the time of payment. Each such payment shall be made by the Company
on the payment date of the cash dividend in respect of which it is to be made,
or as soon as practicable thereafter.

3.6 Payment on Restricted Stock Units. (a) Payment in respect of
Restricted Stock Units conditioned solely upon the participant's continued
employment with the Company shall be made within 90 days after the Restriction
Period for such Units has ended.

(b) Payment in respect of Restricted Stock Units conditioned upon
the attainment of performance targets shall be made to the participant thereof
in two equal installments, the first installment to be within 90 days after the
Restriction Period for such Units has ended, and the remaining installment to
be on the first anniversary, of the end of such Restriction Period.

3.7 Form of Payment. Payment for Restricted Stock Units shall be
made in cash, shares of Capital Stock or partly in cash and partly in Capital
Stock as the Committee shall determine in its sole discretion. To the extent
that payment is made in cash, the amount shall be determined by multiplying the
number of Restricted Stock Units by the fair market value of a share of Capital
Stock as of the close of business on the day the Restriction Period has ended.
To the extent that payment is made in Capital Stock, the number of shares paid
shall be equal to the number of

-8-
<PAGE> 9
Restricted Stock Units awarded.

3.8 Performance Targets. (a) Upon the award of Restricted Stock
Units, the Committee may establish (and the Restricted Stock Unit Agreement
shall state) the performance targets to be attained within the Restriction
Period as a condition of such Units being paid to the participant. Performance
targets may be based entirely on the participant's business unit goals, or
partially on business unit goals and partially on corporate goals, or entirely
on corporate goals. Goals may include qualitative as well as quantitative
measures. Performance targets may be adjusted during the Restriction Period, at
the Committee's sole discretion, to reflect extraordinary events beyond
management's control.

(b) Attainment by the participant of performance targets in respect
of a Restriction Period will result in 100% of the Restricted Stock Units being
paid to the participant (at those times and subject to those conditions
elsewhere set out in the Plan) with payment to be as provided in Section 3.6
hereof. Attainment of performance below the performance targets in respect of a
Restriction Period may result in a proportionate amount of the value of the
Units (on a scale from 0 to 100%) being paid, as determined by the Committee,
and with payment to be as provided in Section 3.6 hereof.

3.9 Termination of Employment. Except as provided in Sections 3.10
and 3.11, or except as otherwise determined by the Committee, the right to
receive payment for Restricted Stock Units granted to a participant under the
Plan shall terminate upon termination of the participant's employment with the
Company prior to any such payment applicable to such Restricted Stock Units,
and in such event the participant shall not thereafter be entitled to receive
any payment in respect thereof.

3.10 Death, Disability or Retirement. In the event that the
employment of a participant who has been granted Restricted Stock Units under
the Plan shall terminate prior to his receiving full payment of such Restricted
Stock Units by reason of death,

-9-
<PAGE> 10
permanent disability (as determined by the Committee), or retirement, such
participant shall be entitled, in the sole discretion of the Committee, to
receive full payment in respect of said Restricted Stock Units; provided,
however, that if such termination of employment is prior to the end of the
Restriction Period, such Units shall be adjusted by multiplying the amount
thereof by a fraction, the numerator of which shall be the number of full and
partial calendar months between the date of award of the Restricted Stock Units
and the date that employment terminated, and the denominator of which shall be
the number of full and partial calendar months from the date of award to the
end of the Restriction Period.

3.11 Acceleration of Restricted Stock Units. Notwithstanding any
provision to the contrary in Restricted Stock Unit Agreements of the provisions
of Sections 3.1 through 3.8, if there is an acquisition of the Company as
described in Section 2.9, all outstanding Restricted Stock Units shall be
payable to the participant within 90 days after such acquisition, regardless of
whether the applicable Restriction Period has expired and regardless of whether
the applicable performance targets have been met.

-10-
<PAGE> 11
ARTICLE IV

Miscellaneous

4.1 General Restriction. Each award under the Plan shall be
subject to the requirement that, if at any time the Committee shall determine
that (i) the listing, registration or qualification of the shares of Capital
Stock subject or related thereto on any securities exchange or under any state
or Federal law, or (ii) the consent or approval of any government regulatory
body, or (iii) an agreement by the participant of an award with respect to the
disposition of shares of Capital Stock, is necessary or desirable as a
condition of, or in connection with, the granting of such award or the issue or
purchase of shares of Capital Stock thereunder, such award may not be
consummated in whole or in part unless such listing, registration,
qualification, consent, approval or agreement shall have been effected or
obtained free of any conditions not acceptable to the Committee.

4.2 Non-Assignability. No award under the Plan shall be assignable
or transferable by the recipient thereof, except by will or by the laws of
descent and distribution. During the life of the recipient, such award shall
be exercisable only by such person or by such person's guardian or legal
representative.

4.3 Withholding Taxes. Whenever the Company proposes or is
required to issue or transfer shares of Capital Stock under the Plan, the
Company shall have the right to require the grantee to remit to the Company an
amount sufficient to satisfy any Federal, state and/or local withholding tax
requirements prior to the delivery of any certificate or certificates for such
shares. Whenever under the Plan payments are to be made in cash, such
payments shall be net of an amount sufficient to satisfy any Federal, state
and/or local withholding tax requirements.

-11-
<PAGE> 12
4.4 Rights to Terminate Employment. Nothing in the Plan or in any
agreement entered into pursuant to the Plan shall confer upon any participant
the right to continue in the employment of the Company or affect any right
which the Company may have to terminate the employment of such participant.

4.5 Non-Uniform Determinations. The Committee's determinations under
the Plan (including without limitation determinations of the persons to receive
awards, the form, amount and timing of such awards, the terms and provisions of
such awards and the agreements evidencing same) need not be uniform and may be
made by it selectively among persons who receive, or are eligible to receive,
awards under the Plan, whether or not such persons are similarly situated.

4.6 Rights as a Shareholder. The recipient of any award under the
Plan shall have no rights as a shareholder with respect thereto unless and
until certificates for shares of Capital Stock are issued to him.

4.7 Definitions. (a) As used in the Plan, the term "subsidiary"
means any corporation of which, at the time more than 50% of the shares
entitled to vote generally in an election of directors are owned directly or
indirectly by Petrolite Corporation, or any subsidiary thereof.

(b) As used in the Plan, the term "fair market value" as of any date
and in respect of any share of Capital Stock means the then most recent closing
price of a share of Capital Stock reflected in the consolidated trading tables
of The Wall Street Journal or any other publication selected by the Committee.

4.8 Leaves of Absence. The Committee shall be entitled to make such
rules, regulations and determinations as it deems appropriate under the Plan in
respect of any

-12-
<PAGE> 13
leave of absence taken by the participant. Without limiting the generality of
the foregoing, the Committee shall be entitled to determine (i) whether or not
any such leave of absence shall constitute a termination of employment within
the meaning of the Plan and (ii) the impact, if any, of any such leave of
absence on awards under the Plan therefore made to any participant who takes
such leave of absence.

4.9 Newly Eligible Employees. The Committee shall be entitled to
make such rules, regulations, determinations and awards as it deems appropriate
in respect of any employee who becomes eligible to participate in the Plan or
any portion thereof after the commencement of an award or incentive period.

4.10 Adjustments. In the event of any change in the outstanding
Capital Stock by reason of a stock dividend or distribution, recapitalization,
merger, consolidation, split-up, combination, exchange of shares or the like,
the Committee may appropriately adjust the number of Restricted Stock Units and
the number of shares of Capital Stock which may be issued under the Plan, the
number of shares of Capital Stock subject to Options theretofore granted under
the Plan, the option price of Options theretofore granted under the Plan, the
amount of Restricted Stock Units theretofore awarded under the Plan, the
performance targets referred to in Section 3.8 and any and all other matters
deemed appropriate by the Committee.

4.11 Amendment of the Plan. The Committee may at any time and from
time to time terminate or modify or amend the Plan in any respect, except that,
without shareholder approval the Committee may not (i) increase the maximum
number of shares of Capital Stock which may be issued under the Plan (other
than increases pursuant to Section 4.10), (ii) extend the period during which
any award may be granted or exercised, or (iii) extend the term of the Plan.
The termination or any modification

-13-
<PAGE> 14
or amendment of the Plan shall not without the consent of a participant, affect
his rights under an award previously granted to him.

4.12 Gender. Wherever used in the Plan, the masculine gender includes
the feminine.

4.13. Nonexclusivity of the Plan. The adoption of the Plan by the
Company shall not be construed as creating any limitation on the power of the
Board of Directors to adopt such other incentive arrangements as it may deem
desirable.

4.14 Government and Other Regulations. (a) The obligation of the
Company to sell and deliver shares of Capital Stock under options or restricted
stock units granted under the Plan shall be subject to all applicable laws,
rules and regulations and the obtaining of all such approvals by governmental
agencies as may be deemed necessary or appropriate by the Board of Directors of
the Company.

(b) The Plan is intended to comply with Rule 16b-3 under the
Securities Exchange Act of 1934. Any provision inconsistent with such Rule
shall be inoperative and shall not affect the validity of the Plan.

-14-

<PAGE> 1
EXHIBIT 99.2

PETROLITE 1993 STOCK INCENTIVE PLAN

ARTICLE I

General

1.1 Purpose. The purpose of this Stock Incentive Plan (the "Plan")
is to associate more closely the interests of the management and directors of
Petrolite Corporation and its subsidiaries (collectively referred to as the
"Company") with the shareholders by relating capital accumulation with
increases in shareholder value, encouraging management success by providing
capital accumulation as an incentive, maintaining competitive management
compensation levels, and providing an incentive to management for continuous
employment with the Company.

1.2 Administration. (a) Except for the provisions for directors
described in Article V, the Plan shall be administered by a Committee of
disinterested persons appointed by the Board of Directors of Petrolite
Corporation, as constituted from time to time (the "Committee"). The Committee
shall consist of at least three members of the Board, none of whom shall be,
while serving on the Committee, or shall have been within one year prior to
commencement of service on the Committee, eligible for selection as a person to
whom stock may be allocated (except as provided in Article V below), or to whom
stock options may be granted under the Plan or any other plan of the Company
under which participants are entitled to acquire stock or stock options of the
Company. Advisory directors may not be members of the Committee.

(b) The Committee shall have the authority, in its sole
discretion and from time to time: (i) to designate the employees or classes of
employees eligible to participate in the Plan; (ii) to grant awards provided in
the Plan in such form and amount as the Committee may determine; (iii) to
impose such limitations, restrictions and conditions upon any such award as the
Committee may deem appropriate; and (iv) to interpret the Plan, to adopt,
amend and rescind rules and regulations relating to the Plan, and to make all
other determinations, and take all other action, necessary or advisable for the
implementation and administration of the Plan.

1.3 Eligibility for Participation. (a) Except for the directors
described in Article V, participants shall be selected by the Committee from
the executive officers and other key employees of the Company who occupy
responsible managerial or professional positions, and who have the capability
of making a substantial contribution to the success of the Company. In making
this selection, and in determining the form and amount of awards, the Committee
shall give consideration to the functions and responsibilities of the
individual, past and potential contributions to profitability and sound growth,
the value of the employee's services to the Company, and any other factors
deemed relevant by the Committee.

(b) Advisory directors, who are selected by the Board to advise and
counsel, but not vote, at meetings of the Board are eligible to receive stock
options, as the Committee may determine; provided, that such advisory directors
previously shall have served as a member of the Board of Directors of Petrolite
Corporation and shall not have been granted any Stock Options on account of such
prior service.

1.4 Types of Awards Under Plan. Awards under the Plan may be in
the form of any one or more of the following:

Amended Effective 8/8/94 Page 1 of 8
<PAGE> 2
(i) Stock Options ("Options"), as described in Article II;

(ii) Restricted Stock Units, as described in Article III;

(iii) Non-employee director Stock Options, as described in Article V,

1.5 Aggregate Limitations on Awards. (a) Shares of stock which may
be issued under the Plan shall be authorized and unissued or treasury shares of
Capital Stock of Petrolite Corporation ("Capital Stock"). The maximum number of
shares of Capital Stock which may be issued under the Plan pursuant to the
exercise of stock options and the payment of restricted stock units shall be
800,000, and for purposes of this Section 1.5, all Restricted Stock Units shall
be treated as payable exclusively in shares of Capital stock.

(b) Any shares of Capital Stock with respect to which an Option or
Restricted Stock Unit is terminated unexercised, expires or otherwise is
forfeited shall be available again for issuance under the Plan.

1.6 Effective Date and Term of Plan. (a) The Plan shall become
effective on the date approved by the holders of a majority of the shares of
Capital Stock present in person or by proxy and entitled to vote at the 1993
Annual Meeting of Shareholders of Petrolite Corporation.

(b) No awards shall be made under the Plan after October 31, 1998;
provided, however, that the Plan and all awards made under the Plan prior to
such date shall remain in effect until such awards have been satisfied or
terminated in accordance with the Plan and the term of such awards.

1.7 Prior Plans. Effective on October 31, 1992, no further awards
shall be made under the Petrolite Corporation Incentive Stock Option Plan
adopted on March 2, 1987; provided, however, that any rights theretofore
granted under that plan shall not be affected.

ARTICLE II

Stock Options

2.1 Award of Stock Options. From time to time, and subject to the
provisions of the Plan and such other terms and conditions as the Committee
may prescribe, the Committee may grant to any participant in the Plan (except
Article V Optionees) one or more Options to purchase the number of shares of
Capital Stock allotted by the Committee. The date an Option is granted shall
mean the date selected by the Committee on which the Committee allots a
specific number of shares to a participant pursuant to the Plan.

2.2 Option Agreements. The grant of an Option shall be evidenced by
a written Stock Option Agreement executed by the Company and the holder of an
Option ("optionee"), stating the number of shares of Capital Stock subject to
the Option evidenced thereby, and in such form as the Committee may determine
from time to time.

2.3 Option Price. The purchase price per share of Capital Stock
("option price") deliverable upon the exercise of an Option shall be 100% of
the fair market value of a share of Capital Stock on the date the Option is
granted.

2.4 Term and Exercise of Options. Except as provided in Section 2.9,
and unless determined otherwise by the Committee, each Option granted under the
Plan, subject to the specific terms thereof, may be exercised

Amended Effective 8/8/94 Page 2 of 8
<PAGE> 3
at any time or from time to time as to any part or all of the shares which
shall be covered thereby. Options granted under the Plan shall be exercisable
during such period or periods as the Committee shall determine; provided,
however, that no Option shall be exercisable more than 10 years after the date
of grant thereof. No option shall be exercisable as to fractional shares.

2.5 Manner of Payment. Each Stock Option Agreement shall set forth
the procedure governing the exercise of the Option granted thereunder and shall
provide that, upon such exercise in respect of any Capital Stock subject
thereto, the optionee shall pay to the Company, in full, the option price for
such shares with cash or mature shares of Company Capital Stock valued at fair
market value on the date of exercise of the option, or a combination of cash
and mature shares. Mature shares are shares that have been held by the optionee
for a period of six months. As soon as practicable after receipt of such
payment, the Company shall cause a certificate or certificates for such shares
of Capital Stock to be delivered to the optionee.

2.6 Death of Optionee. Upon the death of the optionee any rights,
to the extent exercisable on the date of the optionee's death, may be exercised
by the optionee's estate; provided, that such exercise must occur within 12
months after the optionee's death or termination of employment by the optionee,
whichever occurs first. In no event may any such option be exercised more than
ten years after the date of the grant thereof.

2.7 Disability or Retirement. Upon termination of the optionee's
employment by reason of permanent disability (as determined by the Committee)
or retirement, any rights to the extent exercisable on such date of termination
by reason of permanent disability or retirement may be exercised by the
optionee; provided, that such exercise occurs within 12 months after such
termination of employment by the optionee. In no event may such option be
exercised more than ten years after the date of the grant thereof.

2.8 Termination for Other Reasons. Except as provided in Sections
2.6, 2.7 and 2.9 or except as determined otherwise by the Committee, all
Options granted under the Plan shall terminate upon the termination of the
optionee's employment. Options granted to an advisory director shall terminate
thirty days after the advisory director's resignation, removal or failure to be
re-elected as an advisory director.

2.9 Acceleration of Options. (a) Except as provided specifically in
agreements evidencing Options granted thereunder, and except as an optionee and
Petrolite may agree specifically to the contrary in writing, each outstanding
Option shall become exercisable immediately and fully if any entity, person or
Group, other than Petrolite Corporation or a subsidiary or Petrolite
Corporation, acquires shares of Petrolite Corporation in a transaction or
series of transactions that results in such entity, person or Group directly or
indirectly owning beneficially fifty-one percent (51%) or more of the
outstanding shares of Petrolite Corporation, or if any such entity, person or
Group acquires substantially all of the assets of Petrolite Corporation.

As used in this Plan, "Group" shall mean persons who act in concert as
described in Section 13(d)(3) and/or 14(d)(2) of the Securities Exchange Act
of 1934, as amended.

(b) In the event that an outstanding Option becomes exercisable
pursuant to this Section 2.9, each outstanding Option will be exercisable in
full for a period of 12 months following the date of occurrence of such event;
provided, however, that no such Option shall be exercised more than 10 years
after the date of the grant thereof.

Amended Effective 8/8/94 Page 3 of 8
<PAGE> 4
ARTICLE III

Restricted Stock Units

3.1 Award of Restricted Stock Units. From time to time, and subject
to the provisions of the Plan and such other terms and conditions as the
Committee may prescribe, the Committee may grant Restricted Stock Units to any
participant under the Plan except for Article V Optionees and advisory
directors. At the time it grants any Restricted Stock Units, the Committee
shall determine whether or not the payment of such Restricted Stock Units shall
be conditioned upon the participant's continued employment with the Company
throughout a time period specified by the Committee (the "Restricted Period")
or upon the attainment of certain performance targets within the Restriction
Period, or both.

3.2 Restricted Stock Unit Agreements. Restricted Stock Units granted
under the Plan shall be evidenced by written agreements in such form as the
Committee may determine from time to time.

3.3 Number of Restricted Stock Units. Upon making an award, the
Committee shall determine (and the Restricted Stock Unit Agreement shall state)
the number of Restricted Stock Units granted to the participant. The initial
number of Units granted may be adjusted by a performance factor, in accordance
with Section 3.7, to be applied at the conclusion of the Restriction Period to
determine the final number of Restricted Stock Units to be paid. No payment by
a participant to the Company shall be required either as a result of a grant of
Restricted Stock Units to the participant or of the payment of shares of the
Company's Capital Stock to the participant.

3.4 Length of Restriction Period. Upon making an award, the
Committee shall determine (and the Restricted Stock Unit Agreement shall state)
the length of the Restriction Period. Restricted Periods normally will be for a
period of three years; however, the Committee may establish other time periods
in its sole discretion.

3.5 Payment of Restricted Stock Units. (a) Payment in respect of
Restricted Stock Units conditioned solely upon the participant's continued
employment with the Company shall be made within 90 days after the Restriction
Period for such Units has ended.

(b) Payment in respect of Restricted Stock Units conditioned upon
the attainment of performance targets shall be made in two equal installments,
the first installment to be within 90 days after the Restriction Period for
such Units has ended, and the remaining installment to be on the first
anniversary of the end of such Restriction Period.

3.6 Form of Payment. Payment for Restricted Stock Units shall be
made in cash, in shares of Capital Stock, or partly in cash and partly in
shares of Capital Stock, as the Committee shall determine in its sole
discretion. To the extent that payment is made in cash, the amount shall be
determined by multiplying the number of Restricted Stock Units by the fair
market value of a share of Capital Stock as of the close of business on the day
their Restriction Period has ended. To the extent that payment is made in
Capital Stock, the number of shares paid shall be equal to the number of
Restricted Stock Units awarded.

3.7 Performance Targets. (a) Upon an award of Restricted Stock
Units, the Committee may establish (and the Restricted Stock Unit shall state)
the performance targets to be attained within the Restriction Period as a
condition of such Units being paid to the participant. Performance targets may
be based entirely on the participant's business unit goals, or partially on
business unit goals and partially on corporate goals, or entirely on corporate
goals. Goals may include qualitative as well as quantitative measures.
Performance

Amended Effective 8/8/94 Page 4 of 8
<PAGE> 5
targets may be adjusted during the Restriction Period, at the Committee's sole
discretion, to reflect extraordinary events beyond the participant's control.

(b) Attainment by the participant of performance targets in respect
of a Restriction Period will result in 100% of the Restricted Stock Units being
paid to the participant (at those times and subject to those conditions set out
elsewhere in the Plan) with payment to be as provided in Section 3.5 of the
Plan. Attainment of performance below the performance targets in respect of a
Restriction Period may result in a proportionate amount of the value of the
Units (on a scale from 0 to 100%) being paid, as determined by the Committee,
and with payment to be as provided in Section 3.5 of the Plan.

(c) The committee, in its sole discretion, shall determine whether,
and to what extent, any performance target has been attained. Decisions and
determinations of the committee shall be conclusive.

3.8 Termination of Employment. Except as provided in Sections 3.9
and 3.10, or except as determined otherwise by the Committee, the right to
receive payment for Restricted Stock Units granted to a participant under the
Plan shall terminate upon termination of the participant's employment with the
Company prior to any such payment applicable to such Restricted Stock Units,
and in such event the participant thereafter shall not be entitled to receive
any payment in respect thereof.

3.9 Death, Disability or Retirement. In the event that the
employment of a participant who has been granted Restricted Stock Units under
the Plan shall terminate prior to the participant receiving full payment of
such Restricted Stock Units by reason of death, permanent disability (as
determined by the Committee), or retirement, such participant may be entitled,
in the sole discretion of the Committee, to receive full payment in respect of
said Restricted Stock Units; provided, however, that if such termination of
employment is prior to the end of the Restriction Period, such Units shall be
adjusted by multiplying the amount thereof by a fraction, the numerator of
which shall be the number of full and partial calendar months between the date
of award of the Restricted Stock Units and the date that employment terminated,
and the denominator of which shall be the number of full and partial calendar
months from the date of award to the end of the Restriction Period.

3.10 Acceleration of Restricted Stock Units. Except as provided
specifically in agreements evidencing Restricted Stock Units granted
thereunder, and except as an awardee and Petrolite may agree specifically to
the contrary in writing, if there is an acquisition of the Company as described
in Section 2.9, all outstanding Restricted Stock Units shall be payable to the
participant within 90 days after such acquisition, regardless of whether the
applicable Restriction Period has expired and regardless of whether the
applicable performance targets have been met.

ARTICLE IV

Miscellaneous

4.1 General Restriction. Each award under the Plan shall be
subject to the requirement that if the Committee shall determine, at any time,
that (i) the listing, registration or qualification of the shares of Capital
Stock subject or related thereto on any securities exchange or under any state
of Federal law, or (ii) the consent or approval of any government regulatory
body, or (iii) an agreement by the participant of an award with respect to the
disposition of shares of Capital Stock, is necessary or desirable as a
condition of, or in connection with, the granting of such award, or the issue
or purchase of shares of Capital Stock thereunder, such award may not be
consummated in whole or in part unless such listing, registration,

Amended Effective 8/8/94 Page 5 of 8
<PAGE> 6
qualification, consent, approval or agreement shall have been effected or
obtained free of any conditions not acceptable to the Committee.

4.2 Non-Assignability. No award under the Plan shall be assignable
or transferable by the recipient thereof, except by will or by the laws of
descent and distribution. During the life of the recipient, such award shall be
exercisable only by such person or by such person's guardian or legal
representative.

4.3 Withholding Taxes. Whenever the Company proposes, or is
required, to issue or transfer shares of Capital Stock under the Plan, the
Company shall have the right to require the grantee to remit to the Company an
amount sufficient to satisfy any Federal, state and/or local withholding tax
requirements prior to the delivery of any certificate or certificates for such
shares. Whenever payments are to be made under the Plan in cash, such payments
shall be net of an amount sufficient to satisfy any Federal, state and/or local
withholding tax requirements.

4.4 Right to Terminate Employment. Nothing in the Plan or in any
agreement entered into pursuant to the Plan shall confer upon any participant
the right to continue in the employment of the Company or affect any right
which the Company may have to terminate the employment of such participant.

4.5 Non-Uniform Determinations. The Committee's determinations
under the Plan (including without limitation determinations of the persons to
receive awards, the form, amount and timing of such awards, the terms and
provisions of such awards and the agreements evidencing same) need not be
uniform and may be made by it selectively among persons who receive, or are
eligible to receive, awards under the Plan, whether or not such persons are
similarly situated.

4.7 Definitions. (a) As used in the Plan, the term "subsidiary"
means any corporation of which, at the time, more than 50% of the shares
entitled to vote generally in an election of directors are owned directly or
indirectly by Petrolite Corporation, or any subsidiary thereof.

(b) As used in the Plan, the term "fair market value" as of any
date, and in respect of any Share of Capital Stock, means the then most recent
closing price of a share of Capital Stock reflected in the consolidated trading
tables of The Wall Street Journal or any other publication selected by the
Committee.

4.8 Leaves of Absence. The Committee shall be entitled to make
such rules, regulations and determinations as it deems appropriate under the
Plan in respect of any leave of absence taken by a participant. Without
limiting the generality of the foregoing, the Committee shall be entitled to
determine (i) whether or not any such leave of absence shall constitute a
termination of employment within the meaning of the Plan and (ii) the impact,
if any, of any such leave of absence on awards under the Plan theretofore made
to any participant who takes such leave of absence.

Amended Effective 8/8/94 Page 6 of 8
<PAGE> 7
shares of Capital Stock which may be issued under the Plan, the number of shares
of Capital Stock subject to Options theretofore granted under the Plan, the
option price of Options theretofore granted under the Plan, the amount of
Restricted Stock Units theretofore awarded under the Plan, the performance
targets referred to in Section 3.7, and any and all other matters deemed
appropriate by the Committee.

4.11 Amendment of the Plan. At any time and from time to time, the
Committee may terminate, modify or amend the Plan in any respect; except that,
without shareholder approval, the Committee may not (i) increase the maximum
number of shares of Capital Stock which may be issued under the Plan (other
than increases pursuant to Section 4.10), (ii) extend the period during which
any award may be granted or exercised, (iii) extend the term of the Plan, or
(iv) change the provisions of Article V of the Plan governing the award or price
of Options to be granted to non-employee directors; provided, that in no event
shall Article V of the Plan be amended more than once every six months, other
than to comport with changes in the Internal Revenue Code, the Employees'
Retirement Income Security Act, or the rules thereunder. The termination or
any modification or amendment of the Plan shall not, without the consent of a
participant, affect rights under an award previously granted.

4.12 Gender. Wherever used in the Plan, the masculine gender
includes the feminine.

4.13 Nonexclusivity of the Plan. The adoption of the Plan by the
Company shall not be construed as creating any limitations on the power of the
Board of Directors to adopt such other incentive arrangements as it may deem
desirable.

4.14 Government and Other Regulations. (a) The obligation of the
Company to sell and deliver shares of Capital Stock under options or
restricted stock units granted under the Plan shall be subject to all
applicable laws, rules and regulations and the obtaining of all such approvals
by governmental agencies as may be deemed necessary or appropriate by the Board
of Directors of the Company.

(b) The Plan is intended to comply with Rule 16b-3 under the Securities
Exchange Act of 1934. Any provision inconsistent with such Rule shall be
inoperative and shall not affect the validity of the Plan.

ARTICLE V

Non-Employee Director
Stock Options

5.1 Eligibility. Participants under Article V ("Article V
Optionees") shall be those persons who are not employees of the Company and
who have been members of the Company's Board of Directors for at least six (6)
months.

5.2 Award of Stock Options. Each Article V Optionee will
receive an option purchase 2,000 shares of the Company's Capital Stock on
account of his or her election as a member of the Board by the stockholders at
an annual meeting of the Company. Each Article V Optionee who is re-elected to
the Board of Directors at subsequent annual meetings of the Company will
receive an option to purchase an additional 2,000 stock options at the time of
each such re-election, subject to the term of the Plan.

5.3 Option Price. The purchase price per share of Capital Stock
("option price") deliverable upon the exercise of an Option shall be 100% of the
fair market value of a share of Capital Stock on the date the Option is granted.

Amended Effective 8/8/94 Page 7 of 8

<PAGE> 8
5.4 Term and Exercise of Options. Each Option granted under the Plan
may be exercised at any time or from time to time as to any part or all of the
shares covered thereby. No Options shall be exercisable more than 10 years
after the date of grant thereof.

5.5 Manner of Payment. Each Stock Option Agreement shall set forth
the procedure governing the exercise of the Option granted thereunder and shall
provide that, upon such exercise in respect of any Capital Stock subject
thereto, the Article V Optionee shall pay to the Company, in full, the option
price for such shares with cash or mature shares of Company Capital Stock
valued at fair market value on the date of exercise of the option, or a
combination of cash and mature shares. Mature shares are shares that have been
held by the optionee for a period of six months. As soon as practicable after
receipt of such payment, the Company shall deliver to the optionee a
certificate or certificates for such shares of Capital Stock.

5.6 Death of Optionee. Upon the death of the Article V Optionee, any
rights to the extent exercisable on the date of death may be exercised by the
Optionee's estate; provided, that such exercise must occur within 12 months
after the optionee's death. In no event may any such option be exercised more
than ten years after the date of the grant thereof.

5.7 Termination for Other Reasons. All Options granted under this
Article V of the Plan shall terminate thirty (30) days after the Article V
Optionee's resignation, removal, or failure to be re-elected to the Board of
Directors. In no event may any such option be exercised more than ten years
after the date of the grant thereof.

5.8 Acceleration of Options. (a) Notwithstanding any provisions to
the contrary in agreements evidencing Options granted under this Article V,
each outstanding Option shall become exercisable immediately and fully if any
entity, person or Group, other than Petrolite Corporation or a subsidiary of
Petrolite Corporation acquires shares of Petrolite Corporation in a
transaction, or series of transactions, that results in such entity, person or
Group directly or indirectly owning beneficially fifty-one percent (51%) or
more of the outstanding shares of Petrolite Corporation, or if any such entity,
person or Group acquires substantially all of the assets of Petrolite
Corporation.

(b) In such event, each outstanding Option will be exercisable in
full for a period of 12 months following the date of occurrence of such event;
provided however, that no such Option shall be exercised more than 10 years
after the date of the grant thereof.

- ---------------

Amended Effective 8/8/94 Page 8 of 8

<PAGE> 1
EXHIBIT 99.3

PETROLITE CORPORATION
STOCK OPTION AGREEMENT
(Non-Qualified)

AGREEMENT made as of the 11th day of August, 1995, by and between
Petrolite Corporation, a Delaware Corporation, 369 Marshall Avenue, St. Louis,
Missouri 63119 (hereinafter the "Company") and Paul H. Hatfield, 12444
Powerscourt Drive, Suite 300, St. Louis, Missouri 63131 (hereinafter the
"Optionee").

WITNESSETH:

A. The Company and the Optionee have entered into that certain
Management Agreement of even date (the "Management Agreement") pursuant to
which Optionee is to render valuable services to the Company.

B. In consideration for the services to be provided by Optionee
pursuant to the Management Agreement the Company desires to grant, and the
Optionee desires to receive, an option to purchase shares of the Company's
Capital Stock.

NOW, THEREFORE, it hereby is agreed as follows:

1. Grant of Option. Subject to and upon the terms and conditions set
forth in this Agreement, the Company hereby grants to Optionee, as of the date
of this Agreement (the "Grant Date"), the right and option to purchase up to
36,000 shares of the Company's Capital Stock (the "Optioned Shares") from time
to time during the option term at the price of $21.0281 per share (the "Option
Price"). The Option Price is 75% of the average of the mid-point between the
bid and asked price for a share of the Company's Capital Stock at the close of
trading on the first five trading days of August, 1995, as reported by the
National Association of Securities Dealers, Inc.

2. Option Term. The Option shall have a maximum term of five (5)
years, measured from the Grant Date and shall accordingly expire at the close
of business on August 11, 2000 (the "Expiration Date"), unless terminated
sooner as provided in this Agreement.

3. Option Nontransferable; Exception. The Option shall be neither
transferable nor assignable by Optionee other than by will or by the laws of
descent and distribution and may be exercised, during Optionee's lifetime, only
by Optionee.

4. Exercise of Option.

a. This Agreement is made pursuant to the Management Agreement.
Subject to the right of either party to terminate the Management
Agreement earlier, the Option granted hereunder shall become exercisable
with respect to 1/12 of the shares subject thereto on and after
September 29, 1995, and with

<PAGE> 2
respect to an additional 1/12 of the shares subject thereto on and after
the last business day of each succeeding calendar month; except that,
the final 1/12 shall become exercisable on and after August 10, 1996. In
the event the Management Agreement is terminated before the Option has
become fully exercisable, the Option shall be and remain exercisable
only with respect to those shares for which the Option became
exercisable before termination of the Management Agreement.

b. To the extent that it becomes exercisable, the Option may be
exercised by Optionee at any time during the Option Term. In the event
of the death of the Optionee during the Option Term, the Option may be
exercised by his executors, administrators, or other legal
representatives, heirs, legatees, next of kin, or distributees, within
three months, but not later than three months, after the date of the
legal qualification of the executors or administrators of his estate,
provided diligent efforts are made and such qualification is obtained
within a reasonable time after his death. Notwithstanding anything in
this Agreement to the contrary, the Option granted to Optionee shall in
no event be exercisable after the Expiration Date.

5. Adjustments in Option Shares.

a. In the event any change is made to the Capital Stock issuable
hereunder by reason of any stock split, stock dividend, combination of
shares, or other change affecting the outstanding Capital Stock as a
class without receipt of consideration, the appropriate adjustments will
be made to (1) the total number of Optioned Shares subject to this
Option and/or (ii) the Option Price payable per share in order to
reflect such change and thereby preclude a dilution or enlargement of
benefits hereunder.

b. If the Company is the surviving entity in any merger or other
business combination, then this Option, if outstanding immediately after
such merger or other business combination, shall be appropriately
adjusted to apply and pertain to the number and class of securities
which would be issuable to the Optionee on the consummation of such
merger or business combination if the Option were exercised immediately
prior to such merger or business combination, and appropriate
adjustments also shall be made to the Option Price payable per share,
provided the aggregate Option Price payable hereunder shall remain the
same.

6. Right as Shareholder. The Optionee shall not have any of the rights
of a shareholder with respect to the Optioned Shares until the Optionee shall
have exercised the Option and paid the Option Price.

-2-

<PAGE> 3
7. Manner of Exercising Option.

a. In order to exercise the Option with respect to all or any part
of the Optioned shares for which the Option is at the time exercisable,
Optionee (or in the case of exercise after Optionee's death, the
Optionee's executor, administrator heir or legatee, as the case may be)
must take the following actions:

(i) Execute and deliver written notice of such exercise to
the Company;

(ii) Pay the aggregate Option Price for the purchased shares
in cash;

(iii) Furnish to the Company appropriate documentation that
the person or persons exercising the Option, other than the
Optionee, have the right to exercise the Option.

b. The Option shall be deemed to have been exercised with respect
to the number of Optioned Shares specified in the notice when the notice
shall have been delivered to the Company as provided herein. Payment of
the Option Price shall become due immediately and shall accompany the
notice. As soon as practical thereafter, the Company shall mail or
deliver to Optionee, or to the other person or persons exercising this
Option, a certificate or certificates representing the Optioned Shares
so purchased and paid for, with any appropriate legends affixed thereto.

c. In no event may this Option be exercised for any fractional
shares.

8. Compliance with Laws and Regulations.

a. The exercise of this Option and the issuance of Optioned
Shares upon such exercise shall be subject to compliance by the Company
and the Optionee with all applicable requirements of law relating
thereto and with all applicable regulations of any stock exchange or
trading system on which shares of the Company's Capital Stock may be
listed at the time of such exercise and issuance.

b. In connection with the exercise of this Option, Optionee shall
execute and deliver to the Company such representations in writing as
may be requested by the Company in order for it to comply with the
applicable requirements of federal and state securities laws.

c. Optionee is familiar with the Company and has obtained such
financial and other information concerning the

-3-
<PAGE> 4
Company as Optionee deems necessary to make an informed decision
regarding any exercise of the Option granted herein.

d. Any shares acquired hereunder shall be acquired for Optionee's
own account without a view to the distribution thereof within the
meaning of the United States Securities Act of 1933, as amended (the
"Securities Act"), and the rules and regulations thereunder.

9. Restrictions on Transfers of Optioned Shares. Optionee understands
and agrees that, unless and until the Optioned Shares are registered under the
Securities Act, the Optionee will not offer, sell or otherwise dispose of all
or any part of the Optioned Shares to any person unless, in the opinion of
counsel satisfactory to Petrolite, an exemption from such registration
requirements is available. Optionee further agrees that a legend to the
foregoing effect may be placed upon any certificate or other documents issued
representing the Optioned Shares, and the records of Petrolite may be marked to
indicate the restrictions on transfer. On the written request of the Optionee,
Petrolite will remove the legend from the certificate or other documents issued
representing the Optioned Shares if, in the opinion of Petrolite's securities
counsel, the shares may be transferred freely without registration.

10. Right to Registration.

a. The Optionee, upon written request at any time from the Grant
Date through the Expiration Date, may make one demand requesting that
the Company use its reasonable best efforts to effect the registration
under the Securities Act of all or part of the Optioned Shares then held
by the Optionee. Registration requested pursuant to this Section 10
shall be effected by the filing of a registration statement on the
appropriate registration form, as determined by the Company.

b. In connection with its obligations hereunder, the Company shall
file such prospectuses, exhibits, undertakings, and other certificates
and instruments with the Securities and Exchange Commission (the "SEC")
as may be requested or required by the SEC or its staff, and shall file
such pre-effective amendments to its registration statement as may be
required to obtain the declaration of effectiveness. The Company shall
have the right to postpone for up to six months any registration
hereunder if, in the good faith opinion of the Company, such
registration would interfere with any material transaction then being
pursued by the Company or otherwise would adversely affect the Company
in any material way. Anything herein to the contrary notwithstanding,
the Company shall not be required to file any registration statement
hereunder if, in the opinion of the Company's counsel, the Optioned
Shares proposed to be registered may be sold freely without such
registration.

-4-
<PAGE> 5
c. All costs and expenses of every kind relating to or arising
from the preparation and filling of a registration statement,
amendments, supplements, prospectuses, exhibits, undertakings and
other documents shall be paid by the Company; provided, however, that
the Company shall not be required to pay the fees and expenses of
counsel for the Optionee or any underwriting discounts, commission or
transfer taxes.

d. Before the effective date of the registration statement
specified herein, the Company and the Optionee shall enter into an
agreement providing for a reciprocal indemnification against any losses,
claims, damages or liabilities to which the Optionee or the Company may
become subject under the Securities Act or otherwise, in the form of the
reciprocal indemnification provisions with respect to materials provided
by them, respectively, for inclusion in the type of statement that
customarily appears in underwriting agreements used by reputable
investment bankers.

11. Company's Right to Repurchase. Notwithstanding the foregoing, upon
the written request of the Optionee requesting that the Company effect the
registration under the Securities Act of all or part of the Optioned Shares, the
Company may, in lieu of using its best efforts to effect the registration of
such Optioned Shares under the Securities Act, repurchase all or any portion of
the Optioned Shares to be so registered at the current market value of the
Optioned Shares, which shall be determined by using the average of the daily
average of the bid and asked price for a share of the Company's Capital Stock at
the close of trading on the twenty (20) days immediately following the date of
such request for registration, as reported by the National Association of
Securities Dealers, Inc. If the Company elects to repurchase all or a portion of
the Optioned Shares, the Company shall pay cash for such Optioned Shares to be
repurchased within twenty (20) business days after notice to the Optionee of the
Company's election to repurchase such Optioned Shares, which election shall be
made within twenty (20) days after receipt by the Company of the Optionee's
written request.

12. Successors and Assigns. Except to the extent otherwise provided
herein, the provisions of this Agreement shall inure to the benefit of, and be
binding upon, the successors, administrators, heirs, legal representatives and
assigns of the Optionee and the successors and assigns of the Company.

13. Notices. Any notice required to be given or delivered to the
Company under the terms of this Agreement shall be in writing and addressed to
the Company in care of its Secretary at its corporate offices. Any notice
required to be given or delivered to Optionee shall be in writing and addressed
to Optionee at the address indicated above. All notices shall be deemed to have
been given or delivered upon personal delivery or upon depositing in the

-5-
<PAGE> 6
U.S. mail, postage prepaid and properly addressed to the party to be notified.

14. Applicable Law. The interpretation, performance and enforcement of
this Agreement shall be governed by the laws of the State of Missouri.

15. Nonstatutory Stock Option. The Option is intended not to qualify
as an incentive stock option within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended, and shall be so construed.

16. Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
in duplicate on its behalf by its duly authorized officer, and Optionee also has
executed this Agreement in duplicate, all as of the day and year indicated
above.

Company: PETROLITE CORPORATION

By: /s/ WILLIAM E. NASSER
-----------------------------------------------
(Signature)

Chairman, President and Chief Executive Officer
-----------------------------------------------
(Title)

Optionee: PAUL H. HATFIELD

/s/ PAUL H. HATFIELD
-----------------------------------------------
(Signature)

-6-
<PAGE> 7

TERMINATION AGREEMENT

This Termination Agreement entered into as of the 20th day of
November, 1995, by and between Petrolite Corporation, a Delaware Corporation,
369 Marshall Avenue, St. Louis, Missouri 63119 (the "Company"), and Paul H.
Hatfield, 12444 Powerscourt Drive, Suite 300, St. Louis, Missouri 63131 ("Mr.
Hatfield").

WITNESSETH:

WHEREAS, the Company and Mr. Hatfield entered into that certain
Management Agreement dated as of the 11th day of August, 1995 pursuant to which
the Company engaged the services of Mr. Hatfield (the "Management Agreement"),
a copy of which is attached hereto as Exhibit A; and

WHEREAS, pursuant to the Management Agreement, the Company and Mr.
Hatfield entered into that certain Stock Option Agreement dated as of the 11th
day of August pursuant to which the Company granted, and Mr. Hatfield received,
an option to purchase shares of the Company's Capital Stock (the "Stock Option
Agreement"), a copy of which is attached hereto as Exhibit B; and

WHEREAS, Mr. Hatfield has become an employee of the Company and,
therefore, Mr. Hatfield and the Company mutually desire to terminate both the
Management Agreement and the Stock Option Agreement.

NOW, THEREFORE, in consideration of the mutual promises and agreements
contained herein, the parties hereto agree as follows:

1. The Management Agreement is terminated effective November 20,
1995. Each of the parties releases and forever discharges the other from any
and all agreements, undertakings, obligations, duties, demands and/or claims
arising out of or in connection with the Management Agreement and the parties'
performance or lack of performance thereof; except that, neither party shall be
relieved of its liabilities or obligations arising from or incident to services
performed by Manager prior to November 20, 1995.

2. The Stock Option Agreement is terminated effective November
20, 1995. The option granted under the Stock Option
<PAGE> 8
Agreement became exercisable with respect to 6,000 shares prior to termination
of the Stock Option Agreement and, accordingly, the option shall be and remain
exercisable according to the terms of the Stock Option Agreement only with
respect to said 6,000 shares, subject to adjustment as provided in the Stock
Option Agreement.

3. This Termination Agreement and all matters pertaining hereto
or arising herefrom shall be governed and determined by the laws of the State
of Missouri.

4. This Termination Agreement supersedes all prior negotiations,
understandings and agreements between the parties regarding the subject matter
hereof and constitutes the entire understanding and agreement between the
parties with respect to the subject matter hereof. No alterations,
modifications or changes to this Agreement shall be effective unless the same
are in writing and executed by both parties.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date shown above.

Company: PETROLITE CORPORATION

By: /s/ Paul F. Cornelsen
---------------------------------------
(Signature)

Chairman of the Compensation Committee
---------------------------------------
(Title)

Manager: PAUL H. HATFIELD

By: /s/ Paul H. Hatfield
----------------------------------------
(Signature)

Chairman, President and
Chief Executive Officer
---------------------------------------
(Title)

-2-