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EXHIBIT 9

TABLE OF CONTENTS

CBI INDUSTRIES, INC.
STOCK OPTION PLAN
(As of 8/11/93)

1. PURPOSE OF PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
3. ADMINISTRATION OF PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
4. GRANTING OF OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
5. TERMS OF OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
6. GRANTING OF RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
7. EXERCISE OF OPTIONS AND RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
8. LIMITATIONS AND CONDITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
9. TRANSFERS AND LEAVES OF ABSENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
10. STOCK ADJUSTMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
11. AMENDMENT AND TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
12. EFFECTIVE DATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

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(AS OF 8/11/93)

CBI INDUSTRIES, INC.
STOCK OPTION PLAN

1. PURPOSE OF PLAN

The purpose of this Stock Option Plan (the "Plan") is to aid CBI
Industries, Inc., and its Subsidiaries (collectively the "Company") in securing
and retaining Key Employees of outstanding ability by making it possible to
offer them an increased incentive, in the form of a proprietary interest in the
Company, to join or continue in the service of the Company and to increase
their efforts for its welfare.

2. DEFINITIONS

As used in this Plan, the following words shall have the following
meanings:

(a) "CBI" means CBI Industries, Inc.;

(b) "Board of Directors" means the Board of Directors of CBI;

(d) "Holder" means either a Participant, or a person other than a
Participant to whom an Option or a Right has been transferred
in accordance with Section 8(d) herein;

(e) "Incentive Stock Option" means an option to purchase shares of
Common Stock which is intended to qualify as an "incentive
stock option" as defined in Section 422A of the Internal
Revenue Code;

(f) "Key Employee" means any person, including officers, in the
regular full-time employment of the Company who, in the
opinion of the Committee referred to in Section 3, is or is
expected to be primarily responsible for the management,
growth or protection of some part or all of the business of
the Company;

(g) "Limited Right" means a right to receive cash in lieu of the
exercise of an Option, if granted pursuant to Section 5(e);

(h) "Officers Exercise Period" means any period beginning on the
third business day following the date of public release of a
summary statement of CBI's quarterly or annual sales and
earnings and ending on the twelfth business day following such
date.

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(i) "Non-Qualified Stock Option" means an option to purchase
shares of Common Stock which is intended not to qualify as an
incentive stock option as defined in Section 422A of the
Internal Revenue Code;

(j) "Option" means an Incentive Stock Option or a Non-Qualified
Stock Option;

(k) "Participant" means a person to whom an Option is granted that
has not terminated and ceased to be exercisable under the
Plan;

(l) "Right" means a stock appreciation right to elect to receive
shares of Common Stock with a fair market value, at the time
of any exercise of such stock appreciation right, equal to the
amount by which the fair market value of all shares subject to
the Option (or part thereof) in respect of which such stock
appreciation right was granted exceeds the exercise price of
said Option (or part thereof), or to receive from CBI, in lieu
of such shares, the fair market value thereof in cash, as
provided in Section 7; and

(m) "Subsidiary" means any corporation other than CBI in an
unbroken chain of corporations beginning with CBI if each of
the corporations other than the last corporation in the
unbroken chain owns 50% or more of the voting stock in one of
the other corporations in such chain.

3. ADMINISTRATION OF PLAN

The Plan shall be administered by the Compensation Committee of the
Board of Directors (the "Committee"). None of the members of the Committee
shall be eligible to be selected for the grant of an Option, Right, Limited
Right, or any other option, stock appreciation right or shares under the Plan
or any other stock option plan maintained by the Company during such membership
or have been so eligible for selection within one year prior thereto or
thereafter. The Committee may adopt its own rules of procedure, and the action
of a majority of the Committee, taken at a meeting or taken without a meeting
by a writing signed by such majority, shall constitute action by the Committee.
The Committee shall have the power and authority to administer, construe and
interpret the Plan, to make rules for carrying it out and to make changes in
such rules.

4. GRANTING OF OPTIONS

The Committee may from time to time grant Options under the Plan to
such Key Employees and for such numbers of shares as the Committee may
determine. The Committee may grant Options in such amounts and may impose such
conditions on the grant of an Option as it deems advisable.

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5. TERMS OF OPTIONS

The terms of each Option granted under the Plan shall be as determined
from time to time by the Committee and shall be set forth in an Incentive Stock
Option Agreement or a Non-Qualified Stock Option Agreement, as shall be
appropriate, in a form approved by the Committee, consistent, however, with the
following:

(a) The Option price per share shall not be less than fair market
value at the time the Option is granted.

(b) The Option shall be exercisable in whole or in part from time
to time during the period beginning at the completion of the
required holding period stated in the Option, if any, and
ending at the expiration of ten years from the date of grant
of the Option, unless an earlier expiration date shall be
stated in the Option or the Option shall cease to be
exercisable pursuant to paragraph (d) of this Section 5.

(c) Payment in full of the Option price shall be made upon
exercise of each Option and may be made in cash, by the
delivery of shares of Common Stock with a fair market value
equal to the Option price, or by a combination of cash and
such shares whose fair market value together with such cash
shall equal the Option price.

(d) If a Participant's employment with the Company terminates
other than by reason of the Participant's death, retirement
for disability or retirement under a retirement plan of the
Company, the Participant's Option shall terminate and cease to
be exercisable. If a Participant's employment with the Company
terminates by reason of death or retirement due to disability,
an Incentive Stock Option shall terminate and cease to be
exercisable at the earlier of ten years from the date of grant
or one year from the date of death or such retirement; if by
reason of retirement under a plan, then at the earlier of ten
years from the date of grant or three months from the date of
such retirement. The Committee may, upon written request of a
Holder, convert an Incentive Stock Option into a Non-Qualified
Stock Option, and if such request is granted, the provisions
concerning termination of Non-Qualified Stock Options shall
apply to the Option in question which has been converted. A
Non-Qualified Stock Option shall terminate at the earlier of
ten years from the date of grant or one year from the date of
termination of employment if such termination is due to death.
Following any retirement of a Participant, a Non-Qualified
Stock Option shall terminate on the expiration date of the
Option. If the terms of an Option provide for its expiration
prior to ten years from the date of grant, the Committee may
at any time extend the expiration date of the Option but not
beyond ten years from its date of grant. In the event any date
specified herein falls on a day that is not a business day,
then such date shall be deemed to be the next following
business day.

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(e) An Option may contain a Limited Right to receive cash in lieu
of shares under conditions to be set forth in the Option, in
the discretion of and as determined by the Committee, in
addition to Rights.

6. GRANTING OF RIGHTS

The Committee, at the time of grant of an Option or at any time prior
to the expiration of the term of an Option may also grant, subject to the terms
and conditions of the Plan, Rights in respect of all or part of such Option to
a Holder, provided that, if granted to a Participant, the Participant at such
time is a Key Employee.

7. EXERCISE OF OPTIONS AND RIGHTS

(a) A Holder who decides to exercise an Option or Right in whole
or in part shall give notice in writing to the Secretary of
CBI of such exercise on a form approved by the Committee. A
notice exercising a Right shall also specify the extent, if
any, to which the Holder elects to receive shares of Common
Stock and the extent, if any, to which the Holder elects to
receive cash, but shall in any event be subject to the
determination by the Committee as provided in paragraph (d) of
this Section 7. Any exercise shall be effective as of the date
specified in the notice of exercise, but not earlier than the
date the notice of exercise is actually received by the
Secretary of CBI, and in the case of exercise of an Option,
when payment in full of the Option price is actually received
by the Secretary of CBI.

(b) To the extent an Option is exercised in whole or in part, any
Right granted in respect of such Option (or part thereof)
shall terminate and cease to be exercisable. To the extent a
Right is exercised in whole or in part, the Option (or part
thereof) in respect of which such Right was granted shall
terminate and cease to be exercisable.

(c) Subject to Section 6, a Right shall be exercisable only during
the period in which the Option (or part thereof) in respect of
which such Right was granted is exercisable and, in addition,
if the Holder of such Right is an officer of CBI and elects to
receive cash for all or part of the payments upon exercise, or
who exercises for such cash, such Holder may so elect or
exercise such Right only during an Officer's Exercise Period.
For this purpose only, the fair market value of shares of CBI
stock shall be deemed to be the average of the closing prices
for public trading on the largest national securities exchange
on which such shares trade for all of the business days within
such Officer's Exercise Period.

(d) The Committee shall have sole discretion to determine the form
in which payment will be made following exercise of a Right.
All or any part of the obligation arising out of an exercise
of a Right may be settled:

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(i) by payment in shares of Common Stock with a fair
market value equal to the cash that would otherwise
be paid,

(ii) by payment in cash, or

(iii) by payment in a combination of such shares and cash.

(e) To the extent that any Right shall not have been exercised or
cancelled or become non-exercisable, it shall be deemed to
have been exercised automatically, without any notice of
exercise, on the last day on which the Right's related Option
is exercisable, or, in the case of officers of CBI, on the
last day of the Officer's Exercise Period before the last day
on which the Right's related Option is exercisable, provided
that any other conditions or limitations on the Right's
exercise other than notice of exercise are satisfied and the
Right shall then have value. Such exercise shall be deemed to
specify that, subject to determination by the Committee as
provided in paragraph (d) of this Section 7, the Holder elects
to receive cash and that such exercise of a Right shall be
effective as of the time of the exercise.

(f) The aggregate fair market value of the shares for which any
Key Employee may exercise Incentive Stock Options in any
calendar year under all plans of CBI shall not exceed the sum
of $100,000 plus the amount which may be carried forward to
that year. For purposes of the preceding sentence, the
aggregate fair market value shall be determined as of the time
an Incentive Stock Option is granted, and the amount which may
be carried forward from each previous calendar year is
$100,000 minus the amount of Incentive Options first
exercisable and actually exercised in that previous calendar
year. This provision shall be applied by taking options into
account in the order in which they were granted.

(g) To the extent the receipt of shares of Common Stock pursuant
to the exercise of any Option or Right is subject to the
withholding of any income or employment taxes by CBI for which
CBI requires reimbursement from the recipient, the recipient
may elect to reimburse CBI with shares of Common Stock
withheld from the shares to be received, or cash, or a
combination of such shares and cash, of sufficient value to
make such reimbursement. Any such withholding or reimbursement
shall comply with all applicable governing laws and
regulations.

8. LIMITATIONS AND CONDITIONS

(a) The total number of shares of Common Stock that may be
optioned or issued or transferred upon exercise of Rights
under the Plan is 1,200,000 shares. Such total number of
shares may consist, in whole or in part, of unissued shares or
reacquired shares. The foregoing number of shares may be
increased or decreased by the events set forth in of Section
10.

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(b) Any shares that have been optioned that cease to be subject to
an Option (other than by reason of exercise of the Option)
shall again be available for option and shall not be
considered as having been theretofore optioned. Any shares
subject to an Option (or part thereof) that is cancelled upon
exercise of a Right shall be treated as if the Option itself
were exercised and such shares shall no longer be available
for grant.

(c) No Option or Right shall be granted under the Plan after May
10, 1995, but Options and Rights theretofore granted may
extend beyond that date. At the time an Option or Right is
granted or amended or the terms or conditions of an Option or
Right are changed, the Committee may provide for limitations
or conditions on the exercisability of the Option or Right.

(d) (i) A Non-Qualified Stock Option shall be
non-transferrable unless the Committee designates
otherwise. An Incentive Stock Option or a Right
associated therewith shall not be transferable by the
Participant otherwise than by will or by the laws of
descent and distribution or by the provisions for the
designation of a beneficiary in accordance with (ii)
below. A Right shall never be transferred except to
the transferee of the related Option. During the
lifetime of the Participant, an Incentive Stock
Option or a Right associated therewith shall only be
exercisable by the Participant.

(ii) Upon the death of a Participant, any outstanding and
unexercised Options or Rights held by such
Participant on the date of death shall be transferred
to such beneficiary or beneficiaries as have been
effectively designated by the Participant or, if
none, then to the deceased Participant's surviving
spouse or, if none, then to the Participant's lawful
descendants, per stirpes as defined by common law,
or, if none, then to the deceased Participant's
estate. Any such transfer shall be effective as of
the date of death of the Participant. To be
effective, the designation of such beneficiary must
be filed with the Committee or its designate in such
written form as it requires and may include
secondary, successive or contingent beneficiaries.
Any Participant may change a beneficiary designation
at any time by filing with the Committee a new
beneficiary designation meeting the above
requirements. The determination of the Committee as
to the identity of a beneficiary, or whether a
beneficiary is living or dead, pursuant to any
determinations of rights under this Plan shall be
conclusive and binding on all concerned.

(e) No person shall have any rights of a stockholder (i) as to
shares under option until, after proper exercise of the
Option, such shares shall have been recorded on CBI's official
stockholder records as having been issued or transferred or
(ii) as to shares to be delivered following exercise of a
Right until, after proper exercise of the Right and
determination by the Committee to make payment therefor in
shares, such shares shall have been recorded on CBI's official
stockholder records as having been issued or transferred.

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(f) CBI shall not be obligated to deliver any shares until they
have been listed (or authorized for listing upon official
notice of issuance) upon each stock exchange upon which
outstanding shares of such class at the time are listed nor
until there has been compliance with such laws or regulations
as CBI may deem applicable. CBI shall use its best efforts to
effect such listing and compliance. No fractional shares shall
be delivered.

9. TRANSFERS AND LEAVES OF ABSENCE

For the purposes of the Plan: (a) a transfer of a Participant's
employment without an intervening period from CBI to a Subsidiary or vice
versa, or from one Subsidiary to another, shall not be deemed a termination of
employment, and (b) a Participant who is granted in writing a leave of absence
shall be deemed to have remained in the employ of the Company during such leave
of absence.

10. STOCK ADJUSTMENTS

In the event of any merger, consolidation, stock dividend, split-up,
combination or exchange of shares or recapitalization or change in
capitalization, the total number of shares set forth in paragraph (a) of
Section 8 shall be proportionately and appropriately adjusted. In any such
case, (i) the number and kind of shares that are subject to any Option
(including any Option outstanding after termination of employment), the Option
price per share and the number of Rights granted in connection therewith, if
any, shall be proportionately and appropriately adjusted by the Committee
without any change in the aggregate Option price to be paid therefor upon
exercise of the Option.

11. AMENDMENT AND TERMINATION

(a) The Board of Directors shall have the power to amend the Plan,
including the power to change the amount of the aggregate fair
market value of the shares for which any Key Employee may
exercise Incentive Stock Options under Section 4 to the extent
provided in Section 422A, or any successor provision, of the
Internal Revenue Code. It shall not, however, except as
otherwise provided in the Plan, increase the maximum number of
shares authorized for the Plan, nor reduce the basis upon
which the minimum Option price is determined, nor extend the
period within which Options or Rights under the Plan may be
granted, nor change the basis upon which shares or cash may be
distributed upon exercise of a Right, nor provide for an
Option or Right that is exercisable more than ten years from
the date of grant. It shall have no power (without the consent
of the person or persons at the time entitled to exercise the
Option) to change the terms and conditions of any Option in a
manner that would adversely affect the rights of such person
or persons except to the extent, if any, provided in the
Option.

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(b) The Board of Directors may suspend or terminate the Plan at
any time. No such suspension or termination shall affect
Options or Rights then in effect.

12. EFFECTIVE DATE

The Plan shall be effective as of January 1, 1987, subject to its
approval by the stockholders of CBI and subject to any modification that may be
made herein prior to such stockholder approval that may be deemed required or
appropriate by the Board of Directors to meet legal requirements. All Options,
together with related Rights or Limited Rights, if any, which have been or may
be granted under the Plan prior to stockholder approval, shall be conditioned
upon, and may not be exercised until after, such stockholder approval.