EXHIBIT 4.2

                     UNITED STATIONERS INC.

                      Retention Grant Plan

1.   PURPOSE

United Stationers Inc., a Delaware corporation (the "Company") by
means of this Retention Grant Plan (the "Plan") desires to retain
outstanding individuals as key executives of United Stationers
Inc. (the "Company") and its affiliates (the Company and its
affiliates, collectively or individually, "Employer"), and to
provide additional incentives for such key executives to achieve
the objectives and promote the business success of Employer by
providing to such individuals additional opportunities to acquire
common shares of the Company ("Shares") through the settlement of
deferred stock units ("Deferred Stock Units") and thereby provide
such individuals with a greater proprietary interest in and
closer identity with Employer and its financial success.

2.   ADMINISTRATION

The Plan shall be administered by the Human Resources Committee,
or any successor thereto, of the Board of Directors of the
Company or by the Board of Directors or by such other committee,
as determined by the Board of Directors of the Company (the
"Committee").  The Committee shall interpret the Plan and shall
prescribe, amend and rescind rules and regulations relating
thereto and make all other determinations necessary, advisable or
desirable for the administration of the Plan.  Any such action by
the Committee shall be final and conclusive on all persons having
any interest in the Deferred Stock Units or Shares to which such
action relates.  A majority of the Committee shall constitute a
quorum and the acts of a majority of the members present at any
meeting at which a quorum is present, or acts approved in writing
by a majority of the Committee, shall be the acts of the
Committee.

Without limitation on the foregoing, the Committee shall
determine, within the limits of the express provisions of this
Plan, those key executives to whom, and the time or times at
which, Deferred Stock Units shall be granted to such key
executives.  The Committee shall determine the number of Deferred
Stock Units to be granted, the time or times Deferred Stock Units
shall vest, whether the vesting schedule will be accelerated, the
time or times Deferred Stock Units may be settled, whether the
settlement date of the Deferred Stock Units will be accelerated
and the restrictions applicable to each Deferred Stock Unit.  In
making such determinations, the Committee may take into account
the nature of the services rendered by the Participants (as
herein defined), their present and potential contributions to the
Employer's success and such other factors as the Committee in its
discretion shall deem relevant.

The Committee may delegate to one or more of its members, or to
one or more agents, such administrative duties as it may deem
advisable, and the Committee or any person to whom it has
delegated duties as aforesaid may employ one or more persons to
render advice with respect to any responsibility the Committee or
such person may have under the Plan.

3.   SHARES AVAILABLE

Subject to the adjustments provided in Section 6, the maximum
aggregate number of Deferred Stock Units which may be granted for
all purposes under the Plan shall be two hundred seventy thousand
(270,000).  If, for any reason, any Deferred Stock Units cease to
be subject to settlement hereunder, including, without
limitation, the forfeiture of such Deferred Stock Units, such
Deferred Stock Units shall thereafter be available for grants to
such individual or other individuals under the Plan.  Deferred
Stock Units granted under the Plan may be settled in accordance
with the terms of the Plan with either authorized and unissued
shares of the common stock of the Company or issued shares of
such common stock held in the Company's treasury.

4.   PARTICIPATION

The "Participants" in the Plan will consist of such key
executives of Employer as the Committee in its sole discretion
from time to time designates within the limits of the express
provisions of this Plan.  The Committee's designation of a
Participant at any time shall not require the Committee to
designate such person at any other time.

5.   DEFERRED STOCK UNITS

The Deferred Stock Units granted under this Plan shall be in such
number and form and upon such terms and conditions as the
Committee shall from time to time determine.  Unless the
Committee determines otherwise, the following terms and
conditions shall apply to Deferred Stock Units:

     a.   VESTING OF DEFERRED STOCK UNITS.  If the vesting of
     Deferred Stock Units had not been accelerated and the
     Deferred Stock Units had not been terminated, each
     outstanding Deferred Stock Unit shall vest upon April 11,
     2009 if the Participant has been continuously employed by
     the Employer since the grant of the Deferred Stock Unit.
     Accelerated vesting of Deferred Stock Units shall occur
     under the following circumstances:

          (i)  25% of the Deferred Stock Units in a Participant's
          Stock Unit Account shall become vested on the day that
          the daily closing price for a Share has been equal to
          or greater than $35 (as adjusted pursuant to Section 6)
          for at least 30 trading days within 35 consecutive
          trading days.

          (ii) An additional 35% of the Deferred Stock Units in a
          Participant's Stock Unit Account (for aggregate vesting
          of 60% of the Deferred Stock Units in the Participant's
          Stock Unit Account) shall become vested on the day that
          the daily closing price for a Share has been equal to
          or greater than $40 (as adjusted pursuant to Section 6)
          for at least 30 trading days within 35 consecutive
          trading days.

          (iii)     An additional 40% of the Deferred Stock Units
          in a Participant's Stock Unit Account (for aggregate
          vesting of 100% of the Deferred Stock Units in the
          Participant's Stock Unit Account) shall become vested
          on the day that the daily closing price for a Share has
          been equal to or greater than $45 (as adjusted pursuant
          to Section 6) for at least 30 trading days within 35
          consecutive trading days.

          (iv) Immediately prior to the termination prior to a
          Change of Control of the Participant's employment with
          the Employer due to the Participant's death or total
          disability either as determined under the Employer's
          long-term disability policy or as determined by the
          Committee (either determination, "Disability"), a
          number or an additional number of Deferred Stock Units
          in the Participant's Stock Unit Account shall become
          vested equal to the product of (A) the number of
          Deferred Stock Units in the Participant's Stock Unit
          Account that are not vested immediately prior to the
          termination of Participant's employment due to death or
          Disability, as the case may be, and (B) a fraction the
          numerator of which is the number of full months that
          have elapsed from the effective date of grant of the
          Deferred Stock Units to the date of such death or
          Disability and the denominator of which is 96.

          (v)  100% of the Deferred Stock Units in a
          Participant's Stock Unit Account shall become vested
          upon the Participant's retirement on or after age sixty-
          two (62).

          (vi) In accordance with any accelerated vesting
          provisions relating to a Change of Control, Transaction
          or Management Buyout set forth in the agreement setting
          forth the grant of the Deferred Stock Units ("Award
          Agreement").

     b.   FORFEITURE OF DEFERRED STOCK UNITS.

          (i)  Certain Terminations of Employment.  Upon a
          Participant's termination of employment with the
          Employer unless as a result of (A) retirement on or
          after age 62 or (B) a Termination of Employment of the
          Participant Related to a Change of Control, the
          Participant's unvested Deferred Stock Units shall
          immediately be forfeited and terminated.

          (ii) Competition.  If at any time prior to the
          settlement date when Shares are distributed in
          accordance with Section 8.a.(i) or 8.a.(ii) (without
          regard to any deferral election in 8.a.(iii)), a
          Participant in any way, directly or indirectly,
          manages, operates, controls (or participates in any of
          the foregoing), accepts employment or a consulting
          position with or otherwise advises or assists or is
          connected with or directly or indirectly owns or has
          any other interest in or right with respect to (other
          than through ownership of not more than 1% of the
          outstanding shares of a corporation's stock which is
          listed on a national securities exchange) any
          enterprise (other than for the Company or for the
          benefit of the Company) which is a wholesaler or
          retailer of office products having annual sales in
          excess of $1,000,000 or which sells or markets
          logistics or distribution or any other business in
          which the Employer or any affiliate may be actively
          involved or plan to become actively involved, the
          Deferred Stock Units in the Participant's Stock Unit
          Account, whether or not vested, shall immediately be
          forfeited and terminated effective on the date on which
          the Participant entered into such activity, unless
          terminated sooner by operation of another term or
          condition of the Deferred Stock Unit or the Plan.

Without limitation on the foregoing, the award of any Deferred
Stock Units may be subject to other provisions (whether or not
applicable to the Deferred Stock Unit awarded to any other
Participant) as the Committee, in its sole discretion determines
appropriate, including, without limitation, restrictions on
resale or other disposition, installment exercise limitations,
noncompete restrictions, such provisions as may be appropriate to
comply with federal or state securities laws and stock exchange
requirements, and undertakings or conditions as to the
Participant's employment in addition to those specifically
provided for under this Plan.

6.   STOCK UNIT ACCOUNT AND ADJUSTMENT OF DEFERRED STOCK UNITS

     a.   STOCK UNIT ACCOUNTS.  A Stock Unit Account will be
     established for each Participant.  All Deferred Stock Units
     shall be credited to the Participant's Stock Unit Account.
     Any settlements or distributions pursuant to Section 8(b)
     shall be deducted from Participant's Stock Unit Account.

     b.   CREDITING OF DIVIDEND EQUIVALENTS.  As of each dividend
     or other distribution payment date with respect to Shares,
     each Participant shall have credited to the Participant's
     Stock Unit Account a dollar amount equal to the amount of
     cash dividends or the fair market value (as determined in
     good faith by the Committee) of the property other than
     Shares that would have been paid or distributed on the
     number of Shares equal to the number of Deferred Stock Units
     credited to the Participant's Stock Unit Account as of the
     close of business on the record date for such dividend or
     distribution.  Such dollar amount shall then be converted
     into a number of Deferred Stock Units equal to the number of
     whole and fractional Shares that could have been purchased
     at Fair Market Value on the dividend payment or distribution
     date with such dollar amount.  In the case of any dividend
     declared on Shares which is payable in Shares, each
     Participant's Stock Unit Account shall be increased by the
     number of Deferred Stock Units equal to the product of (i)
     the number of Deferred Stock Units credited to the
     Participant's Stock Unit Account on the related dividend
     record date and (ii) the number of Shares (including any
     fraction thereof) distributable as a dividend on a Share.
     Deferred Stock Units which are credited to a Participant's
     Stock Unit Account pursuant to this Section 6.b. shall be
     subject to the same terms and conditions of the Plan and
     deferral elections of Deferred Stock Units applicable to the
     Participant's other Deferred Stock Units.

     c.   CAPITAL ADJUSTMENTS.  If the Shares should, as a result
     of any stock split, other subdivision or combination of
     Shares, or any reclassification, recapitalization or
     otherwise, be increased or decreased, the number of
     outstanding Deferred Stock Units, the Share closing price to
     determine acceleration of vesting, and the total number of
     Shares reserved for issuance under this Plan shall be
     adjusted as determined by the Committee to reflect such
     action.  Any new Shares or other securities issued with
     respect to Shares shall be deemed Shares.  In the event of
     any stock split, recapitalization, reorganization or other
     transaction affecting the capital structure of the Company,
     the Committee shall make such adjustments to the number of
     Deferred Stock Units credited to each Participant's Stock
     Unit Account as the Committee shall deem necessary or
     appropriate to prevent the dilution or enlargement of such
     Participant's rights.

     d.   SALE OR REORGANIZATION.  Subject to Section 7, in the
     event the Company is merged or consolidated with another
     entity, or in the event the property or Shares of the
     Company are acquired by another entity, or in the event of a
     reorganization of Employer, or in the event of any
     extraordinary transaction ("Transaction"), the board of
     directors of any corporation or comparable governing body of
     any other type of entity, assuming the obligations of the
     Company hereunder or the Committee, as applicable, shall
     have the right to provide for the continuation of Deferred
     Stock Units granted under the Plan with respect to the
     Shares provided they remain publicly-traded or with respect
     to any publicly-traded equity securities into which the
     Shares are converted.  If provision for such continuation of
     Deferred Stock Units after a Change of Control or other
     Transaction other than a Management Buyout is not made, all
     Deferred Stock Units shall become vested and Participants
     shall receive either prior to such Change of Control or
     other Transaction the number of Shares equal to the Deferred
     Stock Units credited to their Stock Unit Account so they may
     participate in such Change of Control transaction or other
     Transaction in the same manner and to the same extent as
     stockholders with a number of Shares equal to the
     Participants' number of Deferred Stock Units or shall
     receive at the same time and in the same manner the same
     securities, cash, notes or other property or assets as if
     they were stockholders with a number of Shares equal to the
     number of Deferred Stock Units credited to their Stock Unit
     Account.

     e.   FAIR MARKET VALUE.  Except as otherwise provided
     herein, "Fair Market Value" for a Share for a day shall be
     the closing price per Share on such day on the principal
     exchange on which Shares are listed or admitted to trading;
     if Shares are listed or admitted to trading on an exchange
     but such day is not a trading day, Fair Market Value shall
     be determined as of the last preceding trading day.  If the
     preceding sentence is not applicable, Fair Market Value
     shall be determined in good faith by the Committee.

7.   CHANGE OF CONTROL, MANAGEMENT BUYOUT AND RELATED DEFINITIONS

a.   For the purposes of this Plan, a Change of Control means:

          (i)  Any "Person" (having the meaning ascribed to such
          term in Section 3(a)(9) of the Securities Exchange Act
          of 1934, as amended ("1934 Act") and used in Sections
          13(d) and 14(d) thereof, including a "group" within the
          meaning of Section 13(d)(3)) has or acquires
          "Beneficial Ownership" (within the meaning of Rule 13d-
          3 under the 1934 Act) of 30% or more of the combined
          voting power of the Company's then outstanding voting
          securities entitled to vote generally in the election
          of directors ("Voting Securities"); provided, however,
          that in determining whether a Change of Control has
          occurred, Voting Securities which are held or acquired
          by (i) the Company or any of its subsidiaries or (ii)
          an employee benefit plan (or a trust forming a part
          thereof) maintained by the Company or any of its
          subsidiaries shall not constitute a Change of Control.
          Notwithstanding the foregoing, a Change of Control
          shall not be deemed to occur solely because any Person
          acquired Beneficial Ownership of more than the
          permitted amount of Voting Securities as a result of
          the issuance of Voting Securities by the Company in
          exchange for assets (including equity interests) or
          funds with a fair value equal to the fair value of the
          Voting Securities so issued; provided that if a Change
          of Control would occur (but for the operation of this
          sentence) as a result of the issuance of Voting
          Securities by the Company, and after such issuance of
          Voting Securities by the Company, such Person becomes
          the Beneficial Owner of any additional Voting
          Securities which increases the percentage of the Voting
          Securities Beneficially Owned by such Person to more
          than 50% of the Voting Securities of the Company, then
          a Change of Control shall occur.

          (ii) At any time during a period of two consecutive
          years, the individuals who at the beginning of such
          period constituted the Board (the "Incumbent Board")
          cease for any reason to constitute more than 50% of the
          Board; provided, however, that if the election, or
          nomination for election by the Company's stockholders,
          of any new director was approved by a vote of more than
          50% of the directors then comprising the Incumbent
          Board, such new director shall, for purposes of this
          subsection b., be considered as though such person were
          a member of the Incumbent Board; provided, further,
          however, that no individual shall be considered a
          member of the Incumbent Board if such individual
          initially assumed office as a result of (i) either an
          actual "Election Contest" (as described in Rule 14a-11
          promulgated under the 1934 Act) or other actual
          solicitation of proxies or consents by or on behalf of
          a Person other than the Incumbent Board (a "Proxy
          Contest"), or (ii) by reason of any agreement intended
          to avoid or settle any actual or threatened Election
          Contest or Proxy Contest.

          (iii)     Consummation of a merger, consolidation or
          reorganization or approval by the Company's
          stockholders of a liquidation or dissolution of the
          Company or the occurrence of a liquidation or
          dissolution of the Company ("Business Combination"),
          unless, following such Business Combination:

               [A]  the Persons with Beneficial Ownership of the
               Company, immediately before such Business
               Combination, have Beneficial Ownership of more
               than 50% of the combined voting power of the then
               outstanding voting securities entitled to vote
               generally in the election of directors of the
               corporation (or in the election of a comparable
               governing body of any other type of entity)
               resulting from such Business Combination
               (including, without limitation, an entity which as
               a result of such transaction owns the Company or
               all or substantially all of the Company's assets
               either directly or through one or more
               subsidiaries) (the "Surviving Company") in
               substantially the same proportions as their
               Beneficial Ownership of the Voting Securities
               immediately before such Business Combination;

               [B]  the individuals who were members of the
               Incumbent Board immediately prior to the execution
               of the initial agreement providing for such
               Business Combination constitute more than 50% of
               the members of the board of directors (or
               comparable governing body of a noncorporate
               entity) of the Surviving Company; and

               [C]  no Person (other than the Company, any of its
               subsidiaries or any employee benefit plan (or any
               trust forming a part thereof) maintained by the
               Company, the Surviving Company or any Person who
               immediately prior to such Business Combination had
               Beneficial Ownership of 30% or more of the then
               Voting Securities) has Beneficial Ownership of 30%
               or more of the then combined voting power of the
               Surviving Company's then outstanding voting
               securities.  Notwithstanding this subsection [C],
               a Change of Control shall not be deemed to occur
               solely because any Person acquired Beneficial
               Ownership of more than 30% of Voting Securities as
               a result of the issuance of Voting Securities by
               the Company in exchange for assets (including
               equity interests) or funds with a fair value equal
               to the fair value of the Voting Securities so
               issued.

          (iv) Approval by the Company's stockholders of an
          agreement for the assignment, sale, conveyance,
          transfer, lease or other disposition of all or
          substantially all of the assets of the Company to any
          Person (other than a subsidiary of the Company or other
          entity, the Persons with Beneficial Ownership of which
          are the same Persons with Beneficial Ownership of the
          Company and such Beneficial Ownership is in
          substantially the same proportions), or the occurrence
          of the same.

Notwithstanding the foregoing, a Change of Control shall not be
deemed to occur solely because any Person acquired Beneficial
Ownership of more than the permitted amount of Voting Securities
as a result of the acquisition of Voting Securities by the
Company which, by reducing the number of Voting Securities
outstanding, increases the proportional number of shares
Beneficially Owned by such Person; provided that if a Change of
Control would occur (but for the operation of this sentence) as a
result of the acquisition of Voting Securities by the Company,
and after such acquisition of Voting Securities by the Company,
such Person becomes the Beneficial Owner of any additional Voting
Securities which increases the percentage of the Voting
Securities Beneficially Owned by such Person, then a Change of
Control shall occur.

b.   For purposes of this Plan, a "Management Buyout" shall have
occurred in the event that, immediately after the closing of a
transaction resulting in a Change of Control, Senior Management
Beneficially Owns in the aggregate more than 4% of the Adjusted
Fully-Diluted Equity of the surviving entity and either (i) the
surviving entity does not have a class of equity securities
listed for trading on a national securities exchange or
authorized for quotation on the National Association of
Securities Dealers Automated Quotation system or (ii) both of the
following conditions exist: (A) the acquiring Person, together
with its affiliates and associates (in each case, within the
meaning of Rule 12b-2 under the 1934 Act), has Beneficial
Ownership of a majority of the issued and outstanding common
stock of the surviving entity or, in the event that the surviving
entity is a partnership or limited liability company, any issued
and outstanding security or interest that participates generally
without limitation in the value of the equity of such surviving
entity (as used herein "Common Equity") and (B) no more than 20%
of the Common Equity can be sold freely without restriction on
resale under the Securities Act of 1933, as amended (either (i)
or (ii), a "Private Transaction").  As used herein:

     (i)  "Adjusted Fully-Diluted Equity" shall be calculated in
     good faith by the Board of Directors of the Company seated
     immediately prior to the Change of Control and shall mean
     [A] all issued and outstanding common stock of whatever
     class, and any other issued and outstanding security that
     participates generally without limitation in the value of
     the equity of the surviving entity, or [B] in the event that
     the surviving entity is a partnership or limited liability
     company, any issued and outstanding security or interest
     that participates generally without limitation in the value
     of the equity of such entity, plus, in the case of either
     clause [A] or [B], any options, warrants, right to purchase
     or stock appreciation rights (however denominated) that are
     intended, directly or upon exchange for another security, to
     participate in any increase in the value of the equity of
     such surviving entity and are received in connection with
     the consummation of a Change of Control transaction by one
     or more members of Senior Management.  For greater
     certainty, the parties recognize that a Management Buyout
     could take numerous forms and that the intention of the
     parties is to equitably calculate Senior Management's direct
     and indirect equity interests in the entity surviving any
     Change of Control.

     (ii) "Beneficially Owns" shall mean the applicable member of
     Senior Management has a direct or indirect interest in the
     subject securities, including by means of voting, investment
     and/or dispositive control over the subject securities, and
     shall include securities  held by family members or trusts
     benefiting the member of Senior Management or any family
     member thereof,  or any charity to which the Senior
     Management member has contributed such securities.  For
     purposes of this sentence, the term "securities" shall
     include options and warrants for, rights to acquire, and
     securities convertible into, securities that are authorized
     for issuance or which the surviving entity or a parent
     thereof has contractually committed to authorize for
     issuance.

     (iii)     "Senior Management" means the 15 most-highly-
     compensated executive employees (taking into account annual
     base salary and bonus for the last completed fiscal year,
     but including the dollar value of salary or bonus amounts
     deferred at the election of the employee or foregone at the
     election of the employee pursuant to a program under which
     stock, stock-based, or other forms of non-cash compensation
     may be received by the employee in lieu of such salary or
     bonus amounts).

c.   For purposes of this Plan, Termination of Employment of the
Participant Related to a Change of Control means a termination of
employment on or after either an Anticipated Change of Control or
a Change of Control by the Employer without Cause or by the
Participant with Good Reason.  "Cause" shall mean:  (a) the
Participant's continued failure to perform substantially the
duties of the Participant with the Employer (other than any such
failure resulting from incapacity due to physical or mental
illness or death), after a written demand for improvement and
substantial performance is delivered to the Participant (by the
Board for the chief executive officer of the Company, by the
chief executive officer of the Company for officers other than
the chief executive officer, and by an officer of the Company for
Participants other than officers) which specifically identifies
the failure which when judged by objective standards is clearly
and significantly detrimental to the Employer; (b) the
Participant's engaging in an intentional, fraudulent act in the
conduct of the business of the Employer which is demonstrably
injurious to the Employer; or (c) the Participant's conviction
of, or plea of guilty or nolo contendere to, any criminal
violation (other than a traffic-related violation) involving
dishonesty, fraud, breach of trust or sexual offense or any
criminal felony violation (other than a traffic-related
violation).  "Good Reason" shall exist upon the occurrence of any
of the following events:  (a) a diminution in Participant's
position (including status, offices, titles and reporting
requirements), authority, duties or responsibilities (including
the assignment to Participant of any duties inconsistent with
Participant's position, authority, duties or responsibilities),
excluding for this purpose an isolated, insubstantial and
inadvertent action not taken in bad faith and which is remedied
by the Employer promptly after receipt of notice thereof given by
the Participant; (b) the Employer shall (i) reduce the base
salary or bonus or incentive opportunity of the Participant or
(ii) substantially reduce in the aggregate the Participant's
benefits; or (c) the Employer shall require Participant to
relocate Participant's principal business office to any location
more than 50 miles from its location prior to the Change of
Control or Anticipated Change of Control.  "Anticipated Change of
Control" shall mean (i) entering into an agreement, the
consummation of which would result in the occurrence of a Change
of Control or (ii) the public announcement of an intention to
take actions which, if consummated, would constitute a Change of
Control; provided, however no event shall be treated as an
Anticipated Change of Control unless a Change of Control occurs
within one year after such event.

8.   SETTLEMENT OF DEFERRED STOCK UNITS

     a.   TIMING OF PAYMENT.

          (i)  Normal Distribution.  Except as otherwise provided
          by a deferral election in accordance with Section
          8.a.(iii) or earlier settlement in connection with a
          Change of Control as set forth in Section 8.a.(ii), a
          Participant (or the Participant's beneficiary or
          guardian, as applicable) shall receive or begin
          receiving a distribution of the Participant's vested
          Deferred Stock Units in the Participant's Stock Unit
          Account in the manner described in Section 8(b) either
          on or as soon as administratively feasible after the
          earliest of (i) April 11, 2009, (ii) the Participant's
          death, (iii) the Participant's Disability, or (iv) the
          Participant's retirement on or after age sixty-two
          (62).

          (ii) Change of Control.  A Participant (or the
          Participant's beneficiary or guardian, as applicable)
          shall receive a distribution of the Participant's
          vested Deferred Stock Units in the Participant's Stock
          Unit Account (including Deferred Stock Units which
          became vested pursuant to the accelerated vesting
          provisions relating to a Change of Control, Transaction
          or Management Buyout set forth in the Award Agreement)
          in the manner described in Section 8(b) immediately
          prior to a Change of Control.  Without limitation on
          the foregoing, a Participant (or the Participant's
          beneficiary or guardian, as applicable) shall receive a
          distribution of the vested Participant's Stock Unit
          Account (including Deferred Stock Units which became
          vested pursuant to the accelerated vesting provisions
          relating to a Change of Control, Transaction or
          Management Buyout set forth in the Award Agreement)
          upon the earlier of a Termination of Employment of the
          Participant related to a Change of Control or the
          second anniversary of the Change of Control.

          (iii)     Deferral.  Notwithstanding Section 8.a.(i) or
          8.a.(ii), a Participant may deliver an election to
          defer the distribution or commencement of distribution
          to the Treasurer of the Company or his or her designee
          at least one year before the earlier of (i) April 11,
          2009, or (ii) the Participant's retirement on or after
          age sixty-two (62).  If the Participant has made such
          an election to defer payment in accordance with this
          Section 8.a.(iii), the Participant shall receive or
          begin receiving a distribution of the Participant's
          vested Deferred Stock Units in the Participant's Stock
          Unit Account on or as soon as administratively feasible
          following the date or dates to which the Participant
          elected to defer payment.  Notwithstanding the
          foregoing, all deferral elections made by a Participant
          shall be revoked immediately prior to a Transaction
          described in the second sentence of Section 6.d., a
          Change of Control or the Participant's Disability or
          death unless the Participant's deferral election
          specifically states otherwise.

          (iv) Committee Authority.  Notwithstanding anything
          herein to the contrary, the Committee may in its sole
          discretion at any time accelerate settlement and
          payment of Deferred Stock Units.

     b.   PAYMENT.  The Participant's Stock Unit Account will be
     settled by delivering to the Participant the number of
     Shares equal to the number of whole vested Deferred Stock
     Units then credited to the Participant's Stock Unit Account,
     in either a lump sum or any installment or other method
     elected in accordance with Section 8.a.(iii).  Any
     fractional vested Deferred Stock Unit credited to a
     Participant's Stock Unit Account at the time of a
     distribution shall be paid in cash at the time of such
     distribution.  Notwithstanding the foregoing, if the Fair
     Market Value of Shares that would be distributed to a
     Participant at the time of settlement (other than pursuant
     to any deferral election pursuant to Section 8.a.(iii)) is
     less than the Fair Market Value of Shares which would have
     been distributed to the Participant if the Participant was
     considered vested and a settlement occurred on a Change of
     Control after the effective date of this Plan ("Change of
     Control Price"), the Participant shall receive a number of
     Shares which when multiplied by the Fair Market Value of a
     Share on the date of settlement equals the Change of Control
     Price.

     c.   PAYMENT UPON DEATH OF A PARTICIPANT.  If a Participant
     dies before the entire balance of the Participant's Deferred
     Stock Unit Account has been distributed, the balance of the
     Participant's Deferred Stock Unit Account shall be paid to
     the beneficiary designated by the Participant or if no
     beneficiary has been designated, to the Participant's estate
     or beneficiary deemed appropriate by the Committee.

     d.   CONTINUATION OF DIVIDEND EQUIVALENTS AND OTHER
     ADJUSTMENTS.  If payment of Deferred Stock Units is deferred
     pursuant to Section 8.a.(iii), the Participant's Stock Unit
     Account shall continue to be credited with dividend
     equivalents and be subject to other adjustment as provided
     in Section 6 until the entire balance of the Participant's
     Stock Unit Account has been distributed.

9.   LIMITATIONS ON TRANSFERABILITY

No Deferred Stock Unit granted to a Participant shall be
transferable by the Participant except by will or by the laws of
descent and distribution.

10.  LEGAL AND OTHER REQUIREMENTS

Each Deferred Stock Unit granted under this Plan shall be subject
to the requirement that if at any time the Committee shall
determine, in its discretion, that the listing, registration or
qualification of the Shares issuable or transferable upon the
settlement of the Deferred Stock Unit upon any securities
exchange or under any state or federal law, or the consent or
approval of any governmental regulatory body, is necessary or
desirable as a condition of, or in connection with the granting
of such Deferred Stock Unit, or the issuance or transfer of
Shares thereunder, such Deferred Stock Unit may not be settled in
whole or in part unless such listing, registration,
qualification, consent, or approval shall have been effected or
obtained free of any conditions not acceptable to the Committee.
The Company shall not be obligated to sell or issue any Shares in
any manner in contravention of the Securities Act of 1933, as
amended ("Securities Act"), or any state securities law.  No
adjustment with respect to any Shares with respect to which
Deferred Stock Units have been granted other than pursuant to
Section 6 hereof shall be made for dividends or other rights for
which the record date is prior to the date such stock certificate
is delivered.

If a registration statement under the Securities Act with respect
to Shares issuable upon settlement of Deferred Stock Units, is
not in effect at the time such Deferred Stock Units are settled,
the Company may require, for the sole purpose of complying with
the Securities Act, that prior to delivering such common stock to
the Participant whose Deferred Stock Units are being settled,
such Participant must deliver to the Secretary of the Company a
written statement (i) representing and warranting that such
Shares are being acquired for investment only and not with a view
to the resale or distribution thereof, (ii) acknowledging and
confirming that such Shares may not be sold unless registered for
sale under the Securities Act or pursuant to an exemption from
such registration and (iii) agreeing that the certificates
representing such Shares shall bear a legend to the effect of the
foregoing.

11.  WITHHOLDING TAXES

Employer shall comply with the obligations imposed on Employer
under applicable tax withholding laws, if any, with respect to
Deferred Stock Units granted hereunder, Shares transferred upon
settlement thereof, and the disposition of such Shares
thereafter, and shall be entitled to do any act or thing to
effectuate any such required compliance, including, without
limitation, withholding from amounts payable by Employer to a
Participant and making demand on a Participant for the amounts
required to be withheld.  By acceptance of the Deferred Stock
Units, the Participant will be deemed to (i) agree to reimburse
the Employer for any taxes required to be withheld or otherwise
deducted with respect to the Participant's settlement of all or
any portion of the Deferred Stock Units; (ii) authorize the
Employer to withhold from any cash compensation paid to the
Participant or on the Participant's behalf, an amount sufficient
to discharge any taxes imposed on the Employer and which
otherwise has not been reimbursed by the Participant with respect
to the Participant's settlement of all or any portion of the
Deferred Stock Units; and (iii) agree that the Employer, may in
its discretion, hold the stock certificate to which the
Participant otherwise would be entitled upon settlement of the
Deferred Stock Units as security for the payment of the
aforementioned tax liability, until cash sufficient to pay that
liability has been accumulated, and may, in its discretion,
effect such withholding by retaining Shares issuable upon the
settlement of the Deferred Stock Units having a fair market value
on the date of settlement equal to the amount to be withheld.

If the Committee so permits, a Participant, or upon the
Participant's death, the Participant's beneficiary, may satisfy,
in whole or in part, the obligation to pay Employer any amount
required to be withheld under the applicable federal, state and
local or foreign tax laws in connection with settlement of
Deferred Stock Units under this Plan by:  (i) having Employer
withhold from the Shares to be acquired upon the settlement of
the Deferred Stock Unit, (ii) delivering to Employer either
previously acquired Shares or Shares acquired upon the settlement
of the Deferred Stock Units which the Participant or beneficiary
was unconditionally obligated to deliver to Employer or (iii) any
other means which the Committee determines.  The fair market
value of Shares shall be determined in accordance with procedures
established by the Committee.  Any amounts required to be
withheld in excess of the value of Shares withheld or delivered
shall be paid in cash or withheld from other compensation paid by
Employer.

12.  EFFECT ON EMPLOYMENT, COMPENSATION AND STOCKHOLDER STATUS

Neither the adoption of this Plan nor the grant of any Deferred
Stock Units, nor ownership Deferred Stock Units or Shares shall
be deemed or construed to obligate Employer to continue the
employment, appointment or engagement of any Participant for any
particular period.  The Deferred Stock Units and the Shares
acquired pursuant to the settlement of such Deferred Stock Units
are a matter of separate inducement and are not in lieu of any
salary or other compensation for services.  No Deferred Stock
Unit confers upon any Participant any rights as a stockholder of
the Company prior to the date on which the Participant fulfills
all conditions for receipt of such rights.

13.  INDEMNIFICATION OF COMMITTEE

No member or agent of the Committee shall be personally liable
for any action, determination or interpretation made with respect
to the Plan and each member of the Committee shall be indemnified
by the Company to the fullest extent permitted by Delaware law
and the governing instruments of the Company.

14.  AMENDMENT OR TERMINATION OF PLAN

The Committee may amend or terminate this Plan at any time, but
no such action shall reduce the number of Shares subject to the
then outstanding Deferred Stock Units granted to any Participant
or adversely to the Participant change the terms and conditions
of outstanding Deferred Stock Units without the Participant's
consent (or if the Participant is not alive, the consent of the
affected beneficiary of the Participant); provided that
adjustments pursuant to Section 6 shall not be subject to the
foregoing limitations of this Section 14.

15.  EFFECTIVE DATE

The Plan became effective as of April 11, 2001.