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EXHIBIT 10.19

                           PURITAN-BENNETT CORPORATION
                           RETENTION COMPENSATION PLAN

1.  PURPOSE OF THE PLAN

         The Puritan-Bennett Corporation Retention Compensation Plan (the
"Plan") has been adopted in connection with the merger (the "Merger") of Puma
Merger Corporation, a Delaware corporation and wholly owned subsidiary of
Nellcor Incorporated ("Nellcor"), with and into Puritan-Bennett Corporation, a
Delaware corporation ("P-B"), pursuant to which P-B became a wholly-owned
subsidiary of Nellcor. The purpose of the Plan is to provide for retention
compensation payments to certain P-B employees who remain employed by either
Nellcor or P-B after the Merger.

2.  ADMINISTRATION OF THE PLAN

    A.   Board of Directors

         The Plan shall be administered by the Board of Directors of P-B under
the supervision of Nellcor with all actions, interpretations under the Plan to
be made by the Board of Directors only with the approval of Nellcor.

    B.   Authority of the Board of Directors

         Subject to the approval rights of Nellcor, the Board of Directors shall
have plenary authority to interpret the Plan, to prescribe, amend and rescind
rules and regulations relating to the Plan and to make all other determinations
deemed necessary or advisable in administering the Plan. All decisions,
determinations and interpretations of the Board of Directors that are appoved by
Nellcor shall be conclusive and binding on all participants.

3.  ELIGIBILITY AND TERMS AND CONDITIONS

    A.   Eligibility; Payment Conditions

Each of the following individuals shall be entitled to receive a lump sum
payment (the "Retention Payment") in the amount indicated next to his or her
name upon the occurrence of either of the following: (i) if such individual is
terminated by P-B or Nellcor other than for Cause (Cause shall mean (A)
substantial and material violation by such individual of the policies of
Nellcor, which violations are not corrected within 30 days after written notice
to the individual, or (B) material misconduct by such individual), on or prior
to August 26, 1996 (the "Anniversary Date"), or (ii) if such individual remains
employed by P-B or Nellcor on the Anniversary Date.


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    B.   Nontransferability

         No Retention Payment shall be transferable otherwise than by will or
the laws of descent and distribution.

    C.   Payment

         The Retention Payment shall be paid within 10 days of the date on which
the individual becomes entitled to receive it in accordance with Paragraph 3(A)
above.

    D.   Tax Withholding

         All Retention Payments under the Plan shall be subject to reduction for
any applicable withholding.

4.  NO EMPLOYMENT RIGHTS

         Nothing in the Plan or any action taken pursuant to the Plan shall
confer on any individual any right to be or to continue in the employ of
Nellcor, P-B or any of their respective Affiliates or shall interfere in any way
with the right of Nellcor, P-B or any of their respective Affiliates to
terminate the employment of any individual at any time.


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5.  AMENDMENT

         Upon the approval of Nellcor, the Board of Directors of P-B shall have
complete power and authority to amend the Plan; provided, however, that no
amendment of the Plan may, without the consent of any participant under the
Plan, adversely affect the rights of such participant.


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