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Dunham Seeing Green

HOUSTON -- Conoco Inc. chairman and Chief Executive Archie Dunham will receive $16.1 million plus significant stock and options when the oil company completes its $17 billion merger with Phillips Petroleum Co., according to a merger proxy statement.

If approved, Dunham would oversee a convenience store network of more than 5,000 Circle K, 76 and Kicks 66 convenience stores.

In addition to the cash, Dunham, who will be chairman of the combined company, will receive 32,000 shares in the new company and options to buy another 1.3 million of the new shares at the price on the date of the grant. The 32,000 shares would be valued at $1.84 million, according to Reuters.

The $16.1 million cash portion of Mr. Dunham's compensation was triggered by a "change of control" provision in his existing employment contract.

According to the proxy, Dunham first approached Phillips Chairman and Chief Executive Jim Mulva in June 2000 with the idea of combining the two companies. He proposed that he serve as chairman of a combined company and turn over the chief executive reins to Mulva.

Under the merger agreement, Phillips, of Bartlesville, Okla., will own 56.6 percent of the new company, which will be based at Conoco's Houston headquarters and will be called ConocoPhillips.

The companies have scheduled their shareholder votes on the transaction for March 12. Conoco and Phillips expect to close the merger, creating the sixth-largest publicly traded oil company, in the second half of 2002.
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