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                                                                EXHIBIT 10(j)

                1992 LONG TERM PERFORMANCE COMPENSATION PROGRAM

I.  INTRODUCTION

    The Long Term Performance Compensation Program ("LTP") is intended to
    provide guidelines for awards of performance based restricted shares of
    common stock and non-qualified stock options in 1992 and subsequent years
    made by the Management Resources and Compensation Committee ("Committee")
    under the Whitman Corporation 1982 Stock Option, Restricted Stock Award and
    Performance Award Plan (the "Plan").

    The LTP will be implemented in two phases. The first phase involves
    formula-based stock options for the category of executives who were eligible
    for stock options under the Plan in 1991. In the second phase, awards will
    consist of performance based restricted stock and stock options. Award
    values and vesting will depend on compensation practices at comparable
    companies and Whitman shareholder returns exceeding designated percentiles
    of the S&P 500.

    Restricted shares will comprise 50% of the value of performance awards for
    senior management policy makers. The remaining 50% of their awards and
    100% of the awards for the remaining executives will be made in
    non-qualified stock options based on the same performance criteria as
    restricted stock.

    One hundred and twelve executives of Whitman and its three operating
    companies are eligible under these guidelines. Twenty-eight are classified
    as senior management and will be eligible for restricted shares and stock
    options. The remaining eighty-four executives will be eligible for stock
    options only.

II. SUMMARY DESCRIPTION OF THE LTP

    A.  Purpose

        1.  To motivate key executives to balance achievement of short and long
            term strategic business objectives in order to promote long term
            growth in shareholder value.

        2.  To permit key executives to share in the creation of shareholder
            value through a competitive long-term capital accumulation plan,
            which will:

            o   link executive and shareholder self interest;

            o   reward superior performance as measured by relative total
                return to shareholders compared to the results of other
                companies in the S&P 500 index;

            o   integrate appropriately with base salary and annual incentive
                arrangements.


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    B.  Award Vehicles

        Subject to the approval of the Committee, awards will be made annually
        in the form of shares of restricted common stock and non-qualified
        stock options based on total return against the S&P 500.

        1.  For senior management executives ("SMEs"), annual awards will be
            50% in restricted shares and 50% in stock options.

        2.  For all other key executives, annual awards will be made 100% in
            stock options.

    C.  Participants

        1.  All awards of stock options and restricted stock are made at the
            discretion of the Committee. The Committee may modify or terminate
            the LTP at any time. Participation by an executive in one year
            would not guarantee participation in future years.

        2.  SMEs who qualify for a combination of restricted shares and stock
            options are defined as those individuals who make policy affecting
            the investment and optimization of the financial and human
            resources necessary to the attainment of the strategic objectives
            of the Company.

        3.  Key executives who are eligible for stock options only are defined
            as those individuals who participate in the Company's Management
            Incentive Compensation Plan, who are not SMEs and who are primarily
            responsible for implementation of strategies affecting the
            investment of the financial and human resources of the Company.

    D.  Grant Values

        An individual's target award is the total dollar value of the LTP award
        when Whitman's cumulative total return to shareholders (stock price
        plus dividends) is equal to the cumulative total return of the S&P 500
        at the 60th percentile. The dollar value of the individual target
        awards will reflect job classifications and be based on a comparator
        group of companies for comparable jobs.

        Restricted stock award values shall be expressed in terms of the dollar
        value of each restricted share of common stock based on market price at
        time of award. Stock option values shall be expressed in terms of the
        present dollar value of each option share based on an independent
        evaluation method as of the date of award.

        The LTP is designed to reward superior performance. Target awards will
        be made for performance at the 60th percentile of the S&P 500.
        Performance at the 80th percentile and above will produce an award of
        200% of the target award; and performance at the 49th percentile or
        below will produce no award. For each 1% increase of percentile
        performance above the 60th percentile, the target award will increase
        5% up to the maximum of 200% of target at the 80th percentile of the
        S&P 500. For each 1% decrease in percentile performance from the 60th


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        percentile, the target award will decrease 5% down to a minimum award
        of 50% of target at the 50th percentile of the S&P 500.

    E.  Terms of Grant

        1.  With respect to restricted shares and stock options:

            a.  For 1992, stock options only shall be granted for all
                participants in the LTP based on formulas reflecting long term
                compensation values for executives with comparable
                responsibilities at peer group companies. Such options will be
                exercisable and vest in accordance with section E.3.b. below.

            b.  Performance Based Restricted Shares ("PBRS") and Performance
                Based Stock Options ("PBSOs") will be awarded in 1993 and in
                each succeeding year following and based on the performance
                results of the measurement period ending in such year.

            c.  PBRS and PBSO award amounts and vesting shall be determined by
                relative total return to shareholders from the first to the
                last business day of a measurement period based on stock price
                appreciation and dividends.

        2.  Performance Based Restricted Shares

            a.  Beginning with the awards granted in 1993, one-half of the
                awards to SMEs will be in PBRS based on the percentile
                performance relationship of the Company to the S&P 500 for the
                applicable measurement period. (1) Beginning in 1995, a rolling
                three year average will be used.

                (1) For 1993 the measurement period is 4/29/91 - 3/31/93.
                For 1994 the measurement period is 4/2/91 - 3/31/94.
                For 1995 and subsequent years the measurement period is the
                three year period ending on March 31st.

            b.  Subject to the performance criteria, 1/3 of the restrictions
                for each PBRS award will be released in each of the next three
                succeeding years in which an award is made based on continuing
                performance at or above the 50th percentile. For years in which
                performance is below the 50th percentile, release of
                restrictions will be deferred until performance is at the 50th
                percentile or above.

        3.  Performance Based Stock Options

            a.  Beginning with awards granted in 1993, one half of the awards
                granted to SMEs and all awards granted to other key employees
                will be in PBSOs based on the percentile performance
                relationship of the Company to the S&P 500 over the appropriate
                measurement period.(2)

                (2) The above measurement period for PBRS. (E.2.a.)


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            b.  One third of PBSO's shall vest and be exercisable one year from
                the date of grant and one third each year thereafter.

    F.  Performance Measurement Methodology

        Relative total return to shareholders includes stock price
        appreciation, plus dividend return for the measurement period (two
        years ending March 31, 1993 and three years ending each succeeding
        March 31). Whitman's relative total return performance will be
        determined using the stock prices for the five business days before and
        after March 31st of a year, if appropriate in order to avoid
        distortions. Relative total return will be determined by Whitman's
        percentile rank in the S&P 500 for the measurement period.

    G.  Change in Control

        In the event of a "change in control", as defined in the Plan, each
        executive holding outstanding but unvested PBRS or PBSOs shall have
        all of the rights of a "Holder" specified in Paragraphs 10(b) and
        10(a), respectively, of the Plan. In such event, participants in the
        LTP shall also have the rights specified in Paragraphs 10(c) and 10(d)
        of the Plan in respect of partially completed measurement periods or a
        completed measurement period for which PBRS and PBSOs have been earned
        but not yet awarded.


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