EXHIBIT 10.33
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           UNITED EMPLOYEES PERFORMANCE INCENTIVE PLAN


I.   PURPOSE

     A.   General.  In an effort to maintain a position of leadership
          in the fast-growing and highly competitive business segments in
          which UAL Corporation (the "Company") competes, it is necessary
          to promote the financial interests of the Company and its
          Subsidiaries, including its growth, by attracting and retaining
          certain highly qualified employees possessing outstanding
          ability, motivating such employees by means of performance
          related incentives, and providing incentive compensation
          opportunities which are competitive with those of major
          corporations.  The United Employees Performance Incentive Plan
          (the "Plan") hereinafter described is designed to assist the
          Company in attaining these objectives.

     B.   Performance-Based Compensation.  With respect to Covered
          Awards, the Plan is intended to constitute a qualified
          performance-based compensation plan under Section 162(m)(4)(C) of
          the Code and shall be construed and administered so as to ensure
          such compliance.

     C.   Deferred Awards.  With respect to the Plan as it relates to
          the payment of Incentive Awards on a deferred basis pursuant to
          Paragraph VI(B), such portion of the Plan is intended to be (and
          shall be construed and administered as) an employee pension
          benefit plan that is unfunded and is maintained by the Company
          for a select group of management or highly compensated employees
          within the meaning of ERISA.

     D.   Cash Bonus Plan.  With respect to the Plan as it relates to
          the current payment of Incentive Awards pursuant to Paragraph
          VI(A), such cash bonus portion of the Plan is not intended to be
          (and shall not be construed and administered as) an employee
          benefit plan within the meaning of ERISA.  Incentive Awards under
          this Plan are intended to be discretionary and shall not
          constitute a part of an employee's regular rate of pay.

II.  PLAN ADMINISTRATION

     A.   Plan Administration.  The Company or its delegate has the
          authority and responsibility to manage and control the general
          administration of the Plan, except as to matters expressly
          reserved in this Plan to either the Compensation Committee or the
          Compensation Administration Committee of the Board of Directors
          of the Company (as applicable, the "Committee").  This Plan is
          not intended to modify or limit the powers, duties or
          responsibilities of either the Board or the Committees as set
          forth under the UAL Corporation Restated Certificate of
          Incorporation.  Determinations, decisions and actions of the
          Company or, if applicable, the Committee, in connection with the
          construction, interpretation, administration, or application of
          the Plan will be final, conclusive, and binding upon any
          Participant and any person claiming under or through the
          Participant.  No employee of an Employer, any member of the
          Board, any delegate of the Board, or any member of the Committee
          will be liable for any determination, decision, or action made in
          good faith with respect to the Plan or any Incentive Award made
          under the Plan.

     B.   Compensation Committee.  The Compensation Committee shall
          have the sole authority and responsibility to review annually
          management's recommendations for the Selected Performance
          Objectives and Selected Performance Factors under the Plan, to
          select the Selected Performance Objectives and Selected
          Performance Factors for an Award Year; and to otherwise
          administer Incentive Awards (other than Covered Awards) payable
          to Officers.

     C.   Compensation Administration Committee.  The Compensation
          Administration Committee shall have the sole authority and
          responsibility under the Plan to establish and administer any
          Covered Award under the Plan, including establishment of the
          Selected Performance Objectives and Selected Performance Factors
          for an Award Year.

     D.   Non-Assignability.  A Participant's rights and interests in
          and to payment of any Incentive Award under the Plan may not be
          assigned, transferred, encumbered or pledged other than by will
          or the laws of descent and distribution; and are not subject to
          attachment, garnishment, execution or other creditor's processes.

     E.   Amendment or Termination.  Subject to the UAL Corporation
          Restated Certificate of Incorporation, the Plan may at any time
          be amended, modified, or terminated, as the Board in its
          discretion determines. Such amendment, modification, or
          termination of the Plan will not require the consent,
          ratification, or approval of any party, including any
          Participant.  The Board or the Compensation Committee (and the
          Compensation Administration Committee in the case of a Covered
          Award) may amend the Selected Performance Objectives and/or the
          Selected Performance Factors as well as any Incentive Award
          (including increasing, decreasing or eliminating any or all
          Incentive Awards for an Award Year) prior to the payment of the
          Award (or the date payment would have been made but for a
          Participant's election to defer receipt) to the extent it deems
          appropriate for any reason, including compliance with applicable
          securities laws, local laws outside the U.S. if and to the extent
          international employees are Participants, the requirements of
          Section 162(m) of the Code and the pooling of interests
          requirements in connection with a merger.  Notwithstanding the
          foregoing, to the extent the Compensation Administration
          Committee has expressly designated an Incentive Award as a
          Covered Award, the Compensation Administration Committee will not
          have any authority to amend or modify the terms of any Covered
          Award in any manner which would impair its deductibility under
          Section 162(m) of the Code.

     F.   No Contract of Employment.  Neither the Plan, nor any
          Incentive Award, constitutes a contract of employment, and
          participation in the Plan will not give any employee the right to
          be retained in the service of the Company or any Subsidiary or
          continue in any position or at any level of compensation.

     G.   Controlling Law.  This Plan and all determinations made and
          actions taken pursuant hereto to the extent not preempted by
          ERISA or other federal laws, will be governed and construed by
          the internal laws of the State of Illinois, except its laws with
          respect to choice of law.

     H.   Beneficiary Upon Death.  An Incentive Award which has been
          deferred pursuant to the provisions of Paragraph VI(B) shall be
          transferable at the Participant's death to the beneficiary
          designated by the Participant on forms prescribed by and filed
          with the Company.  If no designation of a beneficiary has been
          made or is in effect, an Incentive Award payable to a Participant
          following his or her death shall be paid to the Participant's
          legal representative and shall be transferable by will or
          pursuant to the laws of descent and distribution.

     I.   Compliance with Section 162(m) of the Code.  To the extent
          any provision of the Plan or an Incentive Award or any action of
          the Compensation Committee or the Company as it relates to a
          Covered Award, may result in the application of Section 162(m)(1)
          of the Code to compensation payable to a Covered Employee, such
          provision or action shall be deemed null and void to the extent
          permitted by law and deemed advisable to the Compensation
          Administration Committee.

     J.   Unfunded, Unsecured Obligation.  A Participant's only
          interest under the Plan shall be the right to receive either a
          cash or Stock payment for an Incentive Award pursuant to the
          terms of the Incentive Award and the Plan.  No portion of the
          amount payable to a Participant under this Plan shall be held by
          the Company or any Subsidiary in trust or escrow or any other
          form of asset segregation.  To the extent that a Participant
          acquires a right to receive a cash or Stock payment under the
          Plan, such right shall be no greater than the right of any
          unsecured, general creditor of the Company, and no trust in favor
          of any Participant will be implied.

     K.   International Employees.  The Company may in its sole
          discretion extend participation in the Plan to international
          employees who do not satisfy the definition of Administrative
          Employee or Management Employee under this Plan.  The terms of
          the Plan as applied to such employees shall be as set forth in an
          Exhibit to this Plan.

III. DEFINITIONS

Unless the context requires otherwise, the following terms when
used with initial capitalization have the following meanings:

     A.   Account --  A bookkeeping account maintained by the Company
          in the name of each Participant, which account shall consist of
          two subaccounts, one known as the "Cash Subaccount" and the other
          as the "Company Stock Subaccount."

     B.   Administrative Employee -- An individual (i) who is
          classified by an Employer (without regard to any retroactive
          judicial or administrative reclassification of such individual)
          as an Administrative Employee (on other than a temporary
          reclassification basis), (ii) whose employment is for an
          indefinite period, (iii) who is employed in an Employer
          established job classification not covered by a collective
          bargaining agreement, and (iv) who is on the Employer's U.S.
          payroll and working regularly in the U.S.

     C.   Award Year -- The calendar year for which Incentive Awards,
          if any, are calculated under the Plan.

     D.   Board -- The Board of Directors of the Company.

     E.   Code -- The Internal Revenue Code of 1986, as from time to
          time amended including any related regulations.

     F.   Committee - Committee means separately or collectively as
          applicable the Compensation Administration Committee and the
          Compensation Committee.

     G.   Company -- UAL Corporation.

     H.   Compensation -- Compensation means:

          1.   With respect to a Participant who is not a Key and Senior
               Management Employee, the amount of a Participant's taxable
               wages for the Award Year, increased by the amount of his or
               her pre-tax elective contributions under any qualified Code
               Section 401(k) plan or Code Section 125 cafeteria plan
               (including any HMO premium deductions) for the Award Year,
               and decreased by any Incentive Award received under the Plan
               or comparable incentive compensation plan and the amount of
               any extraordinary payments such as moving expense reimbursements,
               Pride Awards and Code Section 125 cafeteria plan taxable
               reimbursements for the Award Year.

          2.   With respect to a Key and Senior Management Employee, such
               Participant's annual base salary actually received for the
               Award Year, increased by the amount of his or her pre-tax
               elective contributions under any qualified Code Section 401(k)
               Plan or Code Section 125 cafeteria plan (including any HMO
               premium deductions), prorated for a partial year's participation.

     I.   Compensation Administration Committee -- The Compensation
          Administration Committee is the Compensation Administration
          Committee of the Board as set forth in the UAL Corporation
          Restated Certificate of Incorporation, or such other committee
          appointed by the Board, in accordance with the requirements of
          the UAL Corporation Restated Certificate of Incorporation, to
          exercise the powers and perform the duties assigned to the
          Compensation Administration Committee under this Plan.

     J.   Compensation Committee - The Compensation Committee is the
          Compensation Committee of the Board as set forth in the UAL
          Corporation Restated Certificate of Incorporation, or such other
          committee appointed by the Board, in accordance with the
          requirements of the UAL Corporation Restated Certificate of
          Incorporation, to exercise the powers and perform the duties
          assigned to the Compensation Committee under this Plan.

     K.   Covered Award -- An Incentive Award (i) which will be paid
          to a Covered Employee, (ii) which the Compensation Administration
          Committee expressly designates as performance-based compensation
          intends to be fully deductible under Section 162(m) of the Code,
          and (iii) which will be paid following the shareholder approval
          required by Section 162(m)(4)(C)(ii) of the Code.

     L.   Covered Employee -- An individual who is a "covered
          employee" within the meaning of Section 162(m)(3) of the Code.

     M.   Employer -- The Company, United Air Lines, Inc., and any
          other Subsidiary which, with the approval of the Chief Executive
          Officer of the Company, has adopted this Plan.

     N.   ERISA -- The Employee Retirement Income Security Act of
          1974, as from time to time amended, including any related
          regulations.

     O.   Fair Market Value.  The Fair Market Value of a share of
          Stock on any date shall be equal to the five-day average of the
          average of the high and low prices of a share of Stock reported
          for New York Stock Exchange Composite Transactions for the
          applicable date or, if there are no such reported trades for such
          date, for the last previous date for which trades were reported,
          and the four previous dates for which trades were reported.

     P.   Incentive Award -- The dollar value of an award made to a
          Participant as determined under the Plan.

     Q.   Incentive Opportunity -- The amount, stated as a percentage
          of a Participant's Compensation,  determined with respect to an
          Award Year (or partial Award Year in the case of participation
          for a partial year), that will be included in a Participant's
          Incentive Award formula under Paragraph V(A) of the Plan.  If a
          Participant held more than one eligible position during the Award
          Year, his or her Incentive Opportunity will be separately
          determined based on each corresponding period of participation.
          The Incentive Opportunity for Participants who are Officers will
          be determined by the Compensation Committee, subject to the
          requirement under Paragraph IX(A) that the Compensation
          Administration Committee establish the Incentive Opportunity upon
          which a Covered Award is based.

     R.   Individual Performance Goal -- The performance criteria or
          objectives established for a Participant for an Award Year for
          purposes of assisting the Company or the Compensation Committee
          in determining whether and to what extent an Incentive Award has
          been earned by such Participant for such Award Year.

     S.   Individual Performance Modifier -- The numerical modifier
          (expressed as a percentage) determined for a Participant with
          respect to an Award Year, as follows:

          1.   In the case of a Participant other than a Key and Senior
               Management Employee, the Individual Performance Modifier shall
               be 100%, provided the Company may reduce such Individual
               Performance Modifier based upon an evaluation of the
               Participant's performance during the Award Year.

          2.   In the case of a Participant who is a Key and Senior
               Management Employee other than an Officer, the Individual
               Performance Modifier shall be determined by the Company and
               may be based, in whole or in part, upon an evaluation of the
               extent to which such Participant achieved his or her
               Individual Performance Goals established for that Award Year.

          3.   In the case of a Participant who is an Officer other than an
               Officer who is to receive a Covered Award, the Individual
               Performance Modifier shall be determined by the Compensation
               Committee and may be based, in whole or in part, upon an
               evaluation of the extent to which such Participant achieved
               his or her Individual Performance Goals established for that
               Award Year.

          4.   In the case of a Participant who is to receive a Covered
               Award, the Individual Performance Modifier shall in all cases
               be 120%, subject to the Compensation Administration
               Committee's discretionary authority under Paragraph IX(C) to
               reduce the amount of a Covered Award.

               A Participant's evaluation under Paragraphs III(S)(l),
               III(S)(2) and III(S)(3) above is wholly discretionary
               and subjective on the part of the Company or the
               Compensation Committee as applicable.

     T.   Key and Senior Management Employee - Each Covered Employee,
          each Officer and each Management Employee who is designated by
          the Company as a Key and Senior Management Employee with respect
          to the Plan for an Award Year.  Designation as a Key and Senior
          Management Employee will apply only for the Award Year for which
          the designation is made.

     U.   Management Employee --  An individual (i) who is classified
          by the Employer (without regard to any retroactive judicial or
          administrative reclassification of such individual) as a
          Management Employee (on other than a temporary reclassification
          basis), (ii) whose employment is for an indefinite period, (iii)
          who is employed in an Employer established job classification not
          covered by a collective bargaining agreement, and (iv) who is on
          the Employer's U.S. payroll and working regularly in the U.S.

     V.   Officer - Each officer of the Company, each officer of
          United Airlines Inc. reporting directly to the Chairman and Chief
          Executive Officer of the Company, and each senior officer of the
          Company's Subsidiaries designated by the Board.

     W.   Participant -- Each Administrative Employee, Management
          Employee or other international employee of an Employer who is
          designated as a Participant for an Award Year by the Company or
          the Committee.

     X.   Performance Objectives - One or more objectively
          determinable measures established at the beginning of an Award
          Year related to specified levels of growth in, or peer company
          performance in, or relating to, customer satisfaction as measured
          by a Company sponsored customer survey; employee engagement or
          employee relations as measured by a Company sponsored employee
          survey; employee safety; employee diversity; financial
          performance as measured by sales, net income, profits (pre- and
          after-tax), adjusted pre-tax margin, earnings before interest and
          taxes, cash flow, earnings per share, reduction of fixed costs,
          economic value added, return on assets, return on capital, return
          on equity, shareholder return, cost of capital, debt reduction,
          productivity improvements; and operational performance as
          measured by load factor, passenger yield management, lost time
          incidents, baggage handling performance, or on-time performance.
          Performance Objectives may be described in terms of Company,
          Subsidiary, major business segments, division or departmental
          performance.  Performance Objectives shall be stated in terms of
          Threshold, Target and Maximum levels.  For other than Covered
          Awards, the Company may add other Performance Objectives not
          specifically listed above.

     Y.   Plan -- The United Employees Performance Incentive Plan, as
          evidenced by this written instrument as may be amended from time
          to time.

     Z.   Pre-Tax Earnings -- UAL Corporation's pre-tax earnings as
          determined under generally accepted accounting principles
          adjusted to exclude any items (whether gains or losses) otherwise
          included therein relating to (i) the UAL Corporation Employee
          Stock Ownership Plan, the UAL Corporation Supplemental ESOP, or
          the trusts relating thereto, (ii) the Company's 1988 and 1998
          Restricted Stock Plans, (iii) for those Award Years in which the
          Company enters into labor contracts with ALPA or the IAM to
          replace contracts becoming amendable in 2000, any differential
          between the projected labor costs to the Company attributable to
          such contract(s) as determined by the Company prior to such Award
          Year and the actual labor costs to the Company attributable to
          such labor contract(s) and (iv) any event or occurrence that the
          Committee determines to be either not directly related to the
          operations of the Company or not within the reasonable control of
          the Company's management, but only to the extent such
          determination would not cause a Covered Award to not be
          deductible under Code Section 162(m).

    AA.   Pre-Tax Profit Margin -- Pre-Tax Earnings divided by UAL
          Corporation's gross revenues as determined under generally
          accepted accounting principles adjusted to exclude any items
          otherwise included therein relating to any event or occurrence
          that the Committee determines to be either not directly related
          to the operations of the Company or not within the reasonable
          control of the Company's management, but only to the extent such
          determination would not cause a Covered Award to not be
          deductible under Code Section 162(m).

    BB.   Selected Performance Factors -- The numerical factors
          (expressed as a percentage) established by the Company relating
          to the Plan's Selected Performance Objectives for the Award Year
          and which correspond to the actual achievement of the Threshold,
          Target and Maximum Selected Performance Objectives for such Award
          Year.  Subject to the provisions of Article IX with respect to a
          Covered Award, the Selected Performance Factors as they relate to
          Officers shall be established by the Compensation Committee.  If
          the actual achievement of the Selected Performance Objective for
          an Award Year, as determined by the Company (or by the
          Compensation Administration Committee in the case of a Covered
          Award and the Compensation Committee as it relates to the
          Incentive Awards for Officers other than with respect to a
          Covered Award) shortly after the Award Year, is between the
          Threshold and Target or Target and Maximum Objectives, the
          Selected Performance Factor will be the amount determined by
          linear interpolation between the two corresponding Threshold,
          Target or Maximum Selected Performance Factors.

    CC.   Selected Performance Objectives - One or more Performance
          Objectives selected for an Award Year.  Subject to the provisions
          of Article IX with respect to a Covered Award, the Compensation
          Committee shall establish at the beginning of an Award Year the
          Selected Performance Objectives, including the Threshold, Target
          and Maximum levels for Officers, other than with respect to a
          Covered Award.

    DD.   Stock -- Shares of Common Stock of the Company par value
          $.01 per share, or any shares into which such shares are changed
          as contemplated in Paragraph VI(E)(2)(b).

    EE.   Subsidiary -- Any entity, corporate or otherwise, in which
          the Company, directly or indirectly, owns or controls a greater
          than 50% interest.

IV.  PARTICIPATION

     A.   Participants.  Participants will be determined annually by
          the Company or the Committee from among the Management Employees,
          Administrative Employees, and other international employees of an
          Employer.  Designation as a Participant will apply only for the
          Award Year for which the designation is made and may include a
          partial year.

     B.   Termination of Employment.  In order to be entitled to
          receive an Incentive Award for an Award Year, a Participant must
          be actively employed at the time the Incentive Award is paid or,
          in the case of a deferred Incentive Award, at the time such Award
          would have been paid but for the Participant's election to defer
          receipt of the Award; however, the Company (or the Committee, if
          applicable) may in its sole discretion pay an Incentive Award to
          a Participant who has terminated employment.

V.   COMPUTATION OF INCENTIVE AWARDS

     A.   Formula.   Subject to Paragraph B, a Participant's Incentive
          Award for an Award Year will be an amount equal to the Base
          Incentive Award under (1) and, if applicable, the Match Incentive
          Award under (2):

          1.   Base Incentive Award.  The Participant's Base Incentive
               Award is equal to the product of the following:

               (a)  The Participant's Incentive Opportunity;

               (b)  The Participant's Compensation;

               (c)  The sum of the Selected Performance Factors for the Award
                    Year; and

               (d)  The Participant's Individual Performance Modifier.

          2.   Match Incentive Award.  For any portion of an Incentive
               Award, the receipt of which has been deferred pursuant to
               Paragraph VI(B) for a period of at least five years following the
               Award Year and which is payable in the form of Stock, the
               Participant's Incentive Award will include a Match Incentive
               Award equal to 20% of such portion of the Participant's Base
               Incentive Award determined under (1) above.

     B.   Covered Awards.  A Covered Award shall be the greater of the
          Incentive Award determined under Paragraph A or an Incentive
          Award determined solely on the basis of a formula and one or more
          financial Performance Objectives as established by the
          Compensation Administration Committee prior to the Award Year (or
          at such later date as may be permissible under Code Section
          162(m)), subject to the Compensation Administration Committee's
          discretionary authority under Paragraph IX(C) to reduce the
          amount of a Covered Award.

     C.   Classification Changes.  Appropriate adjustments and
          computations, including computations for a partial Award Year,
          may be made to reflect changes in a Participant's job
          classification, Individual Performance Modifier, or Selected
          Performance Factors during an Award Year.  Subject to the
          provisions of Article IX with respect to Covered Awards, the
          Compensation Committee shall determine all such adjustments and
          computations relating to Incentive Awards for Officers.

     D.   Threshold Limit.  With respect to each Award Year, the
          Compensation Committee will determine before such Award Year a
          threshold level of Pre-Tax Profit Margin which must be obtained
          before any Incentive Award (other than a Covered Award) may be
          made to any Participant for such Award Year.  The Compensation
          Administration Committee will establish such threshold level of
          Pre-Tax Profit Margin which must be obtained before any Covered
          Award may be made to a Covered Employee for such Award Year.

VI.  PAYMENT OF INCENTIVE AWARDS

     A.   Cash Payment.  Subject to Paragraph B below, payment of
          Incentive Awards will be made in cash as soon as practicable
          following the end of the Award Year, without interest.

     B.   Election to Defer.  A Participant who is a Key and Senior
          Management Employee and who is determined by the Company to be
          member of a select group of management or highly compensated
          employees ("top-hat group") as such group is determined under
          Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA may make an
          irrevocable election, on or before the earlier of a date
          established by the Company or June 30 of the Award Year, to defer
          receipt of all or any portion of his or her Incentive Award to a
          subsequent calendar year.  A Participant's deferred Incentive
          Award will be credited to his or her Account as of the date it
          would otherwise have been paid in cash and will be adjusted as
          provided in Paragraph E below.  A Participant's election to defer
          will include an election to receive payment of all or a portion
          of such deferred Incentive Award in the form of cash or shares of
          Stock.  If the Company reasonably determines that a Participant
          no longer qualifies as a member of a "top-hat group," the Company
          shall have the right, in its sole discretion, to (i) terminate
          any future deferrals by such Participant under this Plan, and/or
          (ii) immediately distribute the Participant's Account balance
          under the Plan.

     C.   Time for Payment of Deferred Incentive Award.   A
          Participant who has made an election to defer his or her
          Incentive Award will receive payment of his or her entire Account
          balance (except as limited by (3) below) on the earliest of the
          following:

          1.   In the calendar year selected by the Participant in his or
               her irrevocable written election.

          2.   As soon as practicable in the calendar year after the
               Participant's termination of employment with the Company and
               its Subsidiaries for any reason or no reason, provided that a
               transfer of employment among the Company or its Subsidiaries
               will not be considered a termination of employment.

          3.   At the Participant's request and upon the occurrence of an
               "Unforeseeable Emergency", provided that a distribution
               pursuant to this clause shall not exceed the amount
               reasonably needed to  satisfy the emergency need.  For
               purposes of this paragraph, "Unforeseeable Emergency" shall
               mean a severe financial hardship to the Participant resulting
               from a sudden and unexpected illness or accident of the
               Participant or of his or her dependent (as defined in Section
               152(a) of the Code), loss of the Participant's property due
               to casualty, or other similar extraordinary and unforeseeable
               circumstances arising as a result of events beyond the control
               of the Participant.  The circumstances that will constitute an
               Unforeseeable Emergency will depend upon the facts of each case,
               but in no case will payment be made to the extent that such
               hardship is or may be relieved (i) through reimbursement or
               compensation by insurance or otherwise, (ii) by liquidation of
               the Participant's assets, to the extent the liquidation of such
               assets would not itself cause severe financial hardship, or
               (iii) by cessation of deferrals under the Plan.

          4.   Any other time elected by the Participant, provided that
               upon making such an election, the Participant shall be entitled
               to receive only 90% of the amounts then credited to his or her
               Account under the Plan and shall forfeit the remaining 10% of
               such amount.

     D.   Modification of Time and Manner of Payment.
          Notwithstanding anything herein to the contrary and subject to
          the provisions of Article IX with respect to a Covered Award, the
          Compensation Committee shall have the right, in its discretion,
          to vary the manner (including payment in cash in lieu of shares
          of Stock) and time for making the distributions provided in
          Paragraph C above (but not defer any amount otherwise due), and
          may make such distributions in a lump sum or other payment method
          as it may deem appropriate, taking into account the Participant's
          or any beneficiary's age, health, physical or mental condition,
          dependents or lack of dependents, other sources of income or lack
          of same, and any other factors deemed relevant, provided,
          however, that such accelerated payment is not detrimental to the
          Participant.  Nothing herein shall be construed to grant the
          Participant or any beneficiary the right to elect a modification
          of the time for receiving payments hereunder.

     E.   Crediting and Adjustment of Account Balance.  The amount of
          any Incentive Award a Participant has elected to defer and has
          elected to receive in shares of Stock shall be credited to his or
          her Company Stock Subaccount by crediting a number of stock units
          equal to such amount of the Incentive Award divided by the Fair
          Market Value of a share of Stock on the date the Incentive Award
          would otherwise have been paid in cash.  The balance of the
          amount of the deferred Incentive Award shall be credited to his
          or her Cash Subaccount.  A Participant's Account shall be
          adjusted as follows:

          1.   As of the last day of each calendar quarter (each such date
               referred to herein as an "Accounting Date"), the Participant's
               Cash Subaccount shall be adjusted as follows:

               (a)  first, the amount of any distributions made since the last
                    preceding Accounting Date and attributable to the Cash
                    Subaccount shall be charged to the Cash Subaccount;

               (b)  next, the balance of the Cash Subaccount after adjustment
                    in accordance with subparagraph (a) above, shall be
                    credited with interest for the period since the last
                    preceding Accounting Date computed at the prime rate as
                    reported by The Wall Street Journal in effect at the end
                    of each calendar quarter during the deferral period ending
                    on the current Accounting Date, or if such date is
                    not a business day, for the next preceding business day,
                    except that, any credit which occurs after the Accounting
                    Date shall be credited with interest for only the period
                    following the credit.

          2.   The Participant's Company Stock Subaccount shall be adjusted
               as follows:

               (a)  as of the date on which shares of Stock are distributed to
                    the Participant, the Company Stock Subaccount shall be
                    charged with an equal number of stock units; and

               (b)  as of the payment date for any dividend paid on Stock,
                    the Company Stock Subaccount shall be credited with that
                    number of additional stock units which is equal to the
                    number obtained by multiplying the number of stock units
                    credited to the Company Stock Subaccount on the dividend
                    record date by the amount of the cash dividend or the
                    fair market value (as determined by the Board of
                    Directors) of any dividend in kind payable on a share of
                    Stock and dividing that product by the then Fair Market
                    Value of a share of Stock.

                    In the event of any merger, consolidation,
                    reorganization, recapitalization,
                    liquidation, reclassification, divestiture
                    (including spinoff), stock split, reverse
                    stock split, combination of shares, rights
                    offering, exchange, or any other similar
                    change in the corporate structure or
                    capitalization of the Company affecting the
                    Stock, each Participant's Company Stock
                    Subaccount shall be equitably adjusted in
                    such manner as the Committee shall determine
                    in its sole judgment.  In determining what
                    adjustment, if any, is appropriate the
                    Committee may rely on the advice of such
                    experts as it deems appropriate, including
                    counsel, investment bankers and the
                    accountants of the Company.

          3.   A Participant entitled to a Match Incentive Award under
               Paragraph V(A)(2) will receive a credit to his or her Company
               Stock Subaccount equal to such Match Incentive Award, but only if
               actual receipt of the related Base Incentive Award is deferred
               for a period of at least five years following the Award Year.
               Such credit will be effective as of the date the related Base
               Incentive Award is credited to the Participant's Company Stock
               Subaccount and will be paid to the Participant in the manner and
               at the time provided under Paragraph F below.

     F.   Payment of Account Balance.  Except as otherwise provided in
          Paragraphs II(D) or VI(D), and subject to Article VIII, the
          Participant's Account shall be payable to the Participant, as
          follows:

          1.   The cash portion of the Participant's payment shall be equal
               to the balance of the Cash Subaccount.

          2.   The Stock portion of the Participant's payment shall be a
               number of shares of Stock equal to the number of Stock units
               then credited to the Participant's Company Stock Subaccount,
               provided that the Fair Market Value of any fractional share
               of Stock shall be paid to the Participant in cash.

     G.   Claim Procedure.  For deferred Incentive Awards payable
          under the Plan, the Compensation Committee shall establish a
          claims procedure consistent with the requirements of ERISA.

     H.   Limitation on Actions.  Unless ERISA specifically provides
          otherwise, no civil action arising out of or relating to the
          payment of Incentive Awards under this Plan may be commenced by a
          Participant or beneficiary after three years from the occurrence
          of the facts or circumstances that give rise to, or form the
          basis for, such action.

VII. PAYMENT IN SHARES OF STOCK

     A.   Source of Shares of Stock.  The shares of Stock which shall
          be available for payment to Participants pursuant to the Plan
          shall be treasury shares (including, in the discretion of the
          Company, shares purchased in the open market).

     B.   Compliance with Applicable Laws.  Notwithstanding any other
          provision of the Plan, the Company shall have no obligation to
          deliver any shares of Stock under the Plan unless such delivery
          would comply with all applicable laws and the applicable
          requirements of any securities exchange or similar entity, and,
          in such event, payment shall be made in the form of cash.  Prior
          to the delivery of any shares of Stock under the Plan, the
          Company may require, among other things, a written statement that
          the recipient is acquiring the shares for investment and not for
          the purpose of, or with the intention of, distributing the
          shares.  If the redistribution of shares of Stock is restricted
          pursuant to this Paragraph B, the certificates representing such
          shares may bear a legend referring to such restrictions.

     C.   No Shareholder Rights.  The election to defer receipt of an
          Incentive Award and to receive payment in the form of shares of
          Stock does not entitle a Participant to any rights (including,
          without limitation, voting, transfer and rights to distributions)
          of an owner of shares of Stock which relate to the stock units
          credited to the Participant's Company Stock Subaccount.

VIII.WITHHOLDING TAXES

          Notwithstanding any of the foregoing provisions hereof, an
          Employer shall withhold from any payment to be made
          hereunder such amounts as it reasonably determines it may be
          required to withhold under any applicable federal, state or
          other law, and transmit such withheld amounts to the
          appropriate authorities.  If cash payments under this Plan
          are not available to meet the withholding requirement, the
          Participant shall make available sufficient funds to meet
          the requirements of such withholding, and the Employer shall
          be entitled and authorized to take such steps as it may deem
          advisable, including but not limited to, withholding out of
          any funds or property due or to become due to the
          Participant, in order to have such funds made available to
          the Employer.

IX.  SPECIAL RULES FOR COVERED AWARDS

     Notwithstanding any other provision of this Plan to the
     contrary, the following provisions shall control with
     respect to any Covered Award:

     A.   Preestablished Incentive Opportunity and Performance
          Objectives.  The Selected Performance Factors, Selected
          Performance Objectives, Incentive Opportunity, and the Threshold
          Limit under Paragraph V(D) upon which a Covered Award is based or
          subject shall be established by the Compensation Administration
          Committee in writing not later than 90 days after the
          commencement of the Award Year (or period of service as the case
          may be), provided that the outcome is substantially uncertain at
          the time the Compensation Administration Committee actually
          establishes such factors and the objectives upon which they are
          based (or at such earlier time as may be required or such later
          time as may be permissible under Section 162(m) of the Code).
          The Compensation Administration Committee shall not make Covered
          Awards based on Selected Performance Objectives not specifically
          provided under this Plan if it determines that use of such
          Performance Objectives would cause a Covered Award to not be
          deductible under Code Section 162(m).

     B.   Certification of Performance Objectives.  The Compensation
          Administration Committee shall determine and certify in writing
          prior to the payment or deferral of a Covered Award whether and
          to what extent the Selected Performance Objectives referred to in
          Paragraph A have been satisfied.

     C.   Discretionary Reduction of Covered Award.  Notwithstanding
          the foregoing, the Compensation Administration Committee may, in
          its sole discretion, reduce a Covered Award otherwise determined
          pursuant to the Plan.

     D.   Limited Adjustments of Selected Performance Objectives.  In
          the event of (a) any merger, consolidation, reorganization,
          recapitalization, liquidation, reclassification, stock dividend,
          stock split, reverse stock split, combination of shares, rights
          offering, extraordinary dividend or divestiture (including a spin-
          off), exchange, or any other similar change in the corporate
          structure or capitalization of the Company affecting the Stock,
          or (b) any purchase, acquisition, sale or disposition of a
          significant amount of assets or a significant business, in each
          case with respect to the Company or any other entity whose
          performance is relevant to the achievement of any Selected
          Performance Objective included in a Covered Award, the
          Compensation Administration Committee (or, if the Company is not
          the surviving corporation in any such transaction, a committee of
          the board of directors of the surviving corporation consisting
          solely of two or more "outside directors" within the meaning of
          Section 162(m)(4)(C)(i) of the Code) may, without the consent of
          any affected Participant, amend or modify the terms of any
          outstanding Award that includes any Selected Performance
          Objectives based in whole or in part on the financial performance
          of the Company (or any Subsidiary or division thereof) or such
          other entity so as equitably to reflect such event, such that the
          criteria for evaluating such financial performance of the Company
          or such other entity (and the achievement of the corresponding
          Selected Performance Objectives) will be substantially the same
          (as determined by the Compensation Administration Committee or
          such committee of the board of directors of the surviving
          corporation) following such event as prior to such event;
          provided, however, that any such change to any outstanding
          Covered Award pursuant to this Paragraph D must be made in such a
          manner that it is independently determinable by a hypothetical
          third party having knowledge of the relevant facts, and the
          Compensation Administration Committee shall take no action
          pursuant to this Paragraph D which would constitute an
          impermissible exercise of discretion within the meaning of
          Section 162(m) of the Code, or would otherwise cause the Covered
          Award to not be deductible under Section 162(m) of the Code.

     E.   Changes Affecting Timing.  No change shall be made to
          accelerate the payment of a Covered Award unless the amount of
          the Covered Award is discounted to reasonably reflect the time
          value of money.  Further, no change shall be made to defer the
          payment of a Covered Award unless an increase in the amount paid
          with respect to such award is based on a reasonable rate of
          interest or on the actual returns on one or more predetermined
          actual investments (whether or not assets associated with the
          amount originally owed are actually invested therein).

     F.   Maximum Amount.  The maximum amount of any Covered Award,
          including the Match Incentive Award under Paragraph (V)(A)(2),
          payable to any Covered Employee with respect to an Award Year
          determined as of the time the Covered Award is paid or would have
          been paid absent an election to defer receipt, shall not exceed
          $3,000,000.