EXHIBIT 10.2
                                                    ------------


           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.