THIOKOL CORPORATION

                           SUPPLEMENTAL EXECUTIVE

                              RETIREMENT PLAN

                Amended and Restated Effective June 16, 1997










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                             Table of Contents


Section                                                                  Page

 1 -     PURPOSE OF PLAN..................................................3

 2 -     ESTABLISHMENT OF PLAN............................................3

 3 -     DEFINITIONS......................................................3

 4 -     ELIGIBILITY FOR PARTICIPATION....................................5

 5 -     BENEFITS.........................................................5

 6 -     DISABILITY.......................................................8

 7 -     DEATH............................................................8

 8 -     FORM OF BENEFIT PAYMENT..........................................9

 9 -     CHANGE OF CONTROL AND TAX GROSS UP..............................10

10 -     ADMINISTRATION OF PLAN..........................................13

11 -     AMENDMENT OR TERMINATION OF PLAN................................13

12 -     CORPORATE SUCCESSORS............................................13

13 -     PLAN NOT A CONTRACT OF EMPLOYMENT...............................13

14 -     SPENDTHRIFT CLAUSE..............................................14

15 -     EXPENSES........................................................14

16 -     SEVERABILITY....................................................14

17 -     CONSTRUCTION....................................................14

18 -     GOVERNING LAW...................................................14

19 -     NO REQUIREMENT TO FUND..........................................14

20 -     PAYMENT DUE AN INCOMPETENT......................................15


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                            THIOKOL CORPORATION

                           SUPPLEMENTAL EXECUTIVE

                              RETIREMENT PLAN


SECTION 1 - PURPOSE OF PLAN
---------------------------

The Thiokol  Corporation  Supplemental  Executive  Retirement Plan has been
established  by the Board of Directors as a non-tax  qualified and unfunded
supplemental retirement plan for the purpose of providing benefits to:

         (i)......Recruit and retain certain selected key executive employees;

         (ii)     Bridge and supplement loss of future retirement  benefits
                  for such employees  resulting from their leaving  another
                  employer for the employ of the Corporation; and

         (iii)    Facilitate  a  discretionary  nondiscounted  supplemental
                  early  retirement   benefit  for  certain  key  employees
                  designated  by the  Chairman of the Board or President of
                  the Corporation.

SECTION 2 - ESTABLISHMENT OF PLAN
---------------------------------

The  Thiokol  Corporation   Supplemental   Executive   Retirement  Plan  is
established effective July 1, 1992.

Effective June 16, 1997 the Plan was amended and restated.

SECTION 3 - DEFINITIONS
-----------------------

"Accrued  Benefit" means the percentage of the Normal  Retirement  Benefit,
Early Retirement  Benefit, or Late Retirement Benefit accrued for each Year
of Service and fractional Year of Service  completed to the nearest 1/12 of
a year the Participant  works for the  Corporation.  The percentage of each
years accrued  benefit is set forth in Table I. The maximum accrued benefit
is 60% of the  Participant's  average  five  highest  consecutive  years of
Compensation as described in Section 5 hereof.

"Board of Directors"  means the Board of Directors as constituted from time
to time.

"Cause" means (i) a material  breach by the  Participant  of his job duties
and obligations  (other than as the result of an incapacity due to physical
or mental  illness)  which is  demonstrably  willful and  deliberate on the
Participant's  part, which is committed in bad faith or without  reasonable
belief that such breach is in the best  interests  of the 

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Corporation and which is not remedied in a reasonable  period of time after
receipt  of  notice  from the  Corporation  or (ii) the  conviction  of the
Participant of a felony involving moral turpitude.

"Chairman of the Board" means the Chairman of the Board of the Corporation.

"Code" means the Internal Revenue Code of 1986, as amended.

"Committee" means the Compensation Committee of the Board of Directors.

"Compensation"  means a  Participant's  earnings as that term is defined in
Section 4.8 (a)(1) of the Corporation's  Retirement Plan calculated without
regard  to  the  limitation  in  Section  4.8(a)(2)  of  the  Corporation's
Retirement  Plan,  plus any short  term  bonus  award  amounts  subject  to
deferred income taxation under the Code.

"Corporation" or "Company" means Thiokol Corporation and its subsidiaries.

"Corporation's Retirement Plan" means the Thiokol Corporation Pension Plan.

"Early Retirement  Benefit" means the Accrued Benefit that may be paid to a
Participant  described in Section 5.2.2 prior to the  Participant's  Normal
Retirement Date.

"Excess  Pension Plan" mans the unfunded  excess pension plan maintained by
the  Corporation  for payment of  retirement  benefits  that exceed the tax
qualified and other limits of the Corporation's Retirement Plan.

"Late  Retirement  Benefit" means the Accrued Benefit that may be paid to a
Participant  subsequent  to his  Normal  Retirement  Date as  described  in
Section 5.2.3.

"Normal Retirement Benefit" means the Accrued Benefit that may be paid to a
Participant  subsequent  to his  Normal  Retirement  Date as  described  in
Section 5.2.3.

"Normal  Retirement  Date"  means the last day in the  month a  Participant
attains age 65.

"Participant"  means the key  employee of the  Corporation  selected and so
designated as a participant by the Committee as described in Section 4.

"Plan" means the Thiokol Corporation Supplemental Executive Retirement Plan.

"President" means the President of the Corporation.

"Surviving Spouse" means the surviving spouse as the term is defined in the
Corporation's Retirement Plan.

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"Years of Service"  means years of Benefit  Service as that term is defined
in Section 4.7 of the Corporation's Retirement Plan.

SECTION 4 - ELIGIBILITY FOR PARTICIPATION
-----------------------------------------

To be  eligible  for  participation  in the  Plan,  a person  must be a key
employee  of the  Corporation  designated  by the  Chairman of the Board or
President  as a  Participant  and  such  designation  acknowledged  to  the
Participant  in writing by the  Chairman of the Board or  President  of the
Corporation.  The  Participant  shall remain an active  Participant in this
Plan so long as he is actively  employed by the  Corporation and thereafter
for so  long  as the  Participant  or  Participant's  Surviving  Spouse  is
eligible  to  receive   benefits  and  until  all  benefits  to  which  the
Participant or Surviving Spouse are entitled have been paid.

By participating in this Plan, a person as a Participant  waives his rights
to receive any benefit from the  Corporation's  Excess Benefit Plan. In the
event a person is no longer actively  employed by the Corporation,  has not
received  any  benefits  from the  Plan,  and  does  not have a vested  and
nonforfeitable right to any Accrued Benefits,  the person shall be eligible
to  participate  in the  Corporation's  Excess  Benefit Plan subject to the
terms and conditions of the Excess Benefit Plan.

SECTION 5 - BENEFITS
--------------------

5.1      Benefits Formula;

         Benefits  payable  under  this  Plan  to  a  Participant  who  has
         completed  twelve  Years of  Service at the  Participant's  Normal
         Retirement Date shall be an amount equal to sixty percent (60%) of
         the  Participant's  average  five  highest  consecutive  years  of
         Compensation  during the last ten (10)  Years of Service  with the
         Corporation  reduced  by an  amount  equal  to  all  benefits  the
         Participant  is  eligible  to  receive  from any of the  following
         sources:

         (i)      The Corporation's Retirement Plan;

         (ii)     The defined benefit pension plans,  annuities,  and other
                  regular and recurring  benefits,  including  supplemental
                  benefit  plans  and  other  nonqualifed   benefit  plans,
                  received  from prior  employers  or  entities  related to
                  prior employers; and

         (iii)    Governmental  and military  pension plans or programs but
                  not  including  payments  made under the  federal  social
                  security system.

         For Years of Service  less than  twelve,  the  retirement  benefit
         shall be the Accrued  Benefit  represented by the Years of Service
         and fractional years thereof  computed to the nearest  one-twelfth
         as set forth in Table 1.
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5.2      Accrual of a Benefit and Vesting:

         Subject  to the  forfeiture  provisions  of this  Section  5.2 and
         Section 6, Plan  Participants  shall accrue the  percentage of the
         Normal Retirement,  Early Retirement,  or Late Retirement benefit,
         as the case may be, for each Year of Service with the  Corporation
         set forth in Table 1 below.  The  Participant  shall have a vested
         and nonforfeitable  right to such Accrued Benefit upon the date of
         the earliest occurrence of any one of the following events:

         (i)      Completion of twelve Years of Service;

         (ii)     Involuntary  termination  of employment for reasons other
                  than for Cause as defined  in Section 3 hereof  including
                  but not limited to a reduction in force;

         (iii)    Early  retirement  if the  Participant  is so selected in
                  writing by the Chairman of the Board, or President as set
                  forth in Section 5.2.2 herein;

         (iv)     Permanent disability;

         (v)      Death; or

         (vi)     Retirement at the Participant's Normal or Late Retirement
                  Date.

         In no event shall a Benefit be payable to a Participant under this
         Plan in a month the  Participant  receives  Compensation  from the
         Corporation.

         In the event a Participant  voluntarily terminates employment with
         the Corporation, the Accrued Benefit unless otherwise vested under
         any of the vesting  provisions  listed in  subsection  (i) through
         (vi) of this  Section 5.2 shall be forfeited  and the  Participant
         shall  receive no  benefits  under this Plan.  In the event that a
         Participant  is  eligible to receive or is  otherwise  receiving a
         benefit  under  this  Plan and such  Participant  is  employed  or
         engaged  in any  activity,  business  or  enterprise  alone  or in
         concert  with  others   competitive   with  the  business  of  the
         Corporation, the Committee in its sole discretion may declare such
         benefits  under  this  Plan  forfeited  and cease  making  further
         payments under this Plan.

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                                  TABLE I
                          ACCRUED BENEFIT SCHEDULE

                                                   Percent of Benefit Accrual
   Years of Service                                    For Years of Service

         1                                                   8.333
         2                                                  16.667
         3                                                  25.000
         4                                                  33.333
         5                                                  41.667
         6                                                  50.000
         7                                                  58.333
         8                                                  66.667
         9                                                  75.000
        10                                                  83.333
        11                                                  91.667
        12                                                 100.000

     Fractional years shall be completed to the nearest 1/12
     of a year.

5.2.1     Normal Retirement Benefit -- The Normal Retirement Benefit is the
          Participant's  Accrued  Benefit  based  on each  Year of  Service
          determined from Table 1 and paid to a Participant on the last day
          of the month  subsequent to the date the Participant  attains his
          Normal Retirement Date.

5.2.2     Early Retirement -- With the written  authorization  and approval
          solely in the  discretion  and not as an obligation of either the
          Chairman of the Board or the  President  of the  Corporation,  an
          Early  Retirement  Benefit may be paid to a  Participant  who has
          attained at least age 55 and who has completed not less than five
          Years of  Service.  Such  Early  Retirement  Benefit  shall be an
          amount equal to the  Participant's  Accrued  Benefit derived from
          Table 1 as of the  date of such  early  retirement  based on each
          Year of Service reduced by the rate of 3% per year and fractional
          amount  thereof each month that the  Participant is granted early
          retirement  prior  to  the  Normal  Retirement  Date.  The  early
          retirement  benefit  shall  commence  the last  day of the  month
          subsequent  to the date such early  retirement  is  authorized in
          writing.

5.2.3     Late  Retirement  -- The  Late  Retirement  Benefit  shall be the
          Participant's  Accrued Benefit derived from Table 1 based on each
          Year of Service  payable the last day of the month  subsequent to
          the date the Participant  retires from the Corporation  after the
          Participant attains his Normal Retirement Date.

5.2.4     Vested  Involuntary  Termination -- In the event a Participant is
          involuntarily  terminated  from  employment  with the Corporation
          prior to attainment of

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          his  Normal  Retirement  Date  other than for Cause as defined in
          Section 3 hereof or the  completion  of twelve  Years of Service,
          the Participant  shall be entitled to a retirement  benefit equal
          to his Accrued  Benefit derived from Table 1 based upon the Years
          of  Service  with the  Company  on the  date of such  involuntary
          termination.  Such  benefits  shall  commence the last day of the
          month subsequent to the Participant's  Normal Retirement Date. At
          such time such  terminated  Participant  is  eligible  to receive
          Early Retirement  Benefits,  such Participants  shall be eligible
          and may elect to receive Early Retirement Benefits payable in the
          form set forth in Section 8 hereof  without the consent  required
          from the  Chairman  of the  Board or  President  as set  forth in
          Section 5.2.2 hereof.

SECTION 6 - DISABILITY
----------------------

In the event  the  Participant  is  totally  and  permanently  disabled  as
hereinafter  defined and remains  totally and  permanently  disabled  until
attainment of his Normal  Retirement Date, the Participant  shall receive a
Normal  Retirement  Benefit based upon the Years of Service  accrued to the
Normal  Retirement Date and calculated on the Compensation in effect on the
date of disability as if such  compensation had continued to be paid at the
same rate until the Participant's  Normal Retirement Date. In the event the
Participant  recovers from such disability to return to active  employment,
the period of time of such disability  shall be credited  towards the Years
of  Service  for  benefit  accrual  purposes.  In the event of death,  such
disabled  Participant's  Surviving  Spouse will be entitled to the benefits
described in Section 7 hereof. In the event that such Participant  recovers
from such  disability  and is  actively  employed  by another  employer  or
self-employed,   the  Participant   shall  be  deemed  to  have  terminated
employment on such date he would  otherwise have been eligible to return to
active  employment with the Corporation and such Accrued Benefit  forfeited
if  twelve  Years  of  Service  as of  such  date  of the  commencement  of
disability  had  not  been  completed.  For the  purposes  of the  Plan,  a
Participant  shall be deemed to be  totally  and  permanently  disabled  if
eligible  for  and  receives   long-term   disability   benefits  from  the
Corporation's  long-term  disability  program.  Eligibility  for disability
retirement  benefits  under this Plan shall  continue  notwithstanding  any
expiration  of  benefit  payments  due to the  passage  of  time  from  the
Corporation's disability program so long as there has been no change in the
status of the total and permanent nature of the  Participant's  disability.
In the event the  Corporation  does not  maintain  a  long-term  disability
program  on the  date of such  disability,  permanent  disability  shall be
determined by procedures established by the Committee.

SECTION 7 - DEATH
-----------------

If a  married  Participant  dies  while  he is an  active  employee  of the
Company,  his benefits  under this Plan shall be 100% vested on the date of
his death and payable to his Surviving  Spouse in the form of a single life
annuity  commencing  on the last day of the  month  following  the date the
Participant  would have otherwise  attained at age 55.

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The benefit  shall be based on the  Accrued  Benefit  (unreduced  for early
retirement)  that  would  have  been  paid  to  the  Participant  if he had
continued  his  employment  with the  Company  and  retired  at his  Normal
Retirement  Date.  Such  surviving  spouse may elect to  receive  the death
benefit  provided  in  this  Section  7 in  the  form  of a cash  lump  sum
distribution of an accrued normal retirement benefit in the manner provided
in Section 8 hereof.

If a married  Participant  dies while he is not an active  employee  of the
Company,  any vested Accrued Benefits to which the Participant had a vested
and  nonforfeitable  right  the  time  of his  death  shall  be paid to his
Surviving  Spouse  in the form of a single  life  annuity.  Such  Surviving
Spouse  may  elect  to  receive  the  accrued  Normal   Retirement,   Early
Retirement,  or Late  Retirement  Benefit,  as the case may be, at the same
time and in the same  manner the  Participant  would have been  eligible to
elect to receive his Accrued Benefit if he had survived.

Any  benefits  payable to a Surviving  Spouse  shall be reduced by benefits
such  Surviving  Spouse  shall be  entitled to receive as the result of the
Participant's death from any of the following:

     (i)  The Corporation's Retirement Plan;

     (ii) The defined benefit pension plans,  annuities,  and other regular
          and recurring benefits,  including supplemental benefit plans and
          other nonqualifed benefit plans, received from prior employers or
          entities related to prior employers; and

     (iii)Governmental  and  military  pension  plans or  programs  but not
          including payments made under the federal social security system.

If an unmarried Participant dies, no benefits will be paid under this Plan.

SECTION 8 - FORM OF BENEFIT PAYMENT
-----------------------------------

The  accrued  Normal  Retirement,  Early  Retirement,  or  Late  Retirement
Benefit,  as the case may be, shall be payable to a Participant in the same
form as payable to the  Participant by written  election under the terms of
the Corporation's  Retirement Plan. Except for the Early Retirement Benefit
reduction  factor described in Section 5.2.2 hereof which shall be used for
calculation of the retirement  benefits from this Plan, all other actuarial
factors  used to compute the Normal  Retirement,  Early or Late  Retirement
Benefit  and  optional  forms of benefit  payments  from the  Corporation's
Retirement Plan shall be used to compute the retirement  benefits from this
Plan.

In the event that the  Accrued  Benefit  is payable as an Early  Retirement
Benefit prior to age 65 with written  authorization  by the Chairman of the
Board or  President  of the  Corporation,  such  Accrued  Benefit  shall be
reduced by the annual rate of 3% and a 
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fraction  thereof  for each  month  for each  year  such  early  retirement
precedes the Participants Normal Retirement Date.

In the case of a late retirement,  the Participant shall continue to accrue
Years of Service  for  benefit  accrual  purposes  to the  extent  that the
Participant  has not  accrued  twelve  years of  service  as of his  Normal
Retirement Date.

The  Participant  shall  provide the  Committee  with such proof of benefit
payments from other retirement plans or programs both public and private as
the Committee may reasonably request.  Absent such proof, the Committee may
suspend benefit  payments until such proof or other  verification as may be
reasonably required has been provided by the Participant.


SECTION 9 - CHANGE OF CONTROL AND TAX GROSS UP
----------------------------------------------

In the event of a Change in Control of the Company as hereinafter  defined,
the Participant  shall be entitled to receive on the date of such Change in
Control  a vested  nonforfeiture  retirement  benefit  equal to 100% of the
Participant's  unreduced  accrued Normal  Retirement  Benefit based on such
Participant's  compensation  as of the date of such Change in Control.  The
Participant  shall be entitled to receive a cash lump sum  distribution  of
the actuarial  equivalent value of such accrued Normal  Retirement  Benefit
without  reduction  for  benefits  received  or which  the  Participant  is
otherwise  eligible to receive from other employer  defined  benefit plans,
government  and  military  plans or  programs.  The amount of such lump sum
distribution  shall be calculated  without  reduction for early  retirement
using the actuarial assumptions used in the Corporation's  Retirement Plan.
In  addition  to such lump sum  distribution,  the  Participant  shall also
receive as a cash payment a "Tax Gross Up" amount as  hereafter  described.
All such  cash  payments  required  by this  Section 9 shall be paid by the
Corporation to the  Participant  not later than the earliest date of (i) 30
days after the date of the Change of  Control;  or (ii) as  provided by the
terms  and  conditions  of any  Change of  Control  Agreement  between  the
Corporation and a Participant in this Plan.

In the  event  there is a  conflict  between  this  Plan and the  terms and
conditions  of  a  Participant's  Change  in  Control  Agreement  with  the
Corporation,  as the case may be, the terms and conditions of the Change of
Control  Agreement  shall govern to the extent there is a conflict with the
terms of the Plan.

For the purposes of this Plan, a Change in Control shall mean:

     (a) The  acquisition  by any  individual,  entity or group (within the
meaning of Section  13(d)(3) or 14(d)(2) of the Securities  Exchange Act of
1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership
(within the meaning of Rule 13d-3  promulgated  under the Exchange  Act) of
15% or more of either (i) the then outstanding share of Common Stock of the
Company  (the  "Outstanding  Company  Common  Stock")

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<PAGE>

or (ii) the combined voting power of the then outstanding voting securities
of the Company entitled to vote generally in the election of directors (the
"Outstanding  Company  Voting  Securities"):  provided,  however,  that the
following  acquisitions  shall not constitute a Change of Control:  (i) any
acquisition  directly from the Company  (excluding an acquisition by virtue
of the exercise of a conversion  privilege),  (ii) any  acquisition  by the
Company,  (iii) any  acquisition  by any employee  benefit plan (or related
trust) sponsored or maintained by the Company or any corporation controlled
by the  Company or (iv) any  acquisition  by a  corporation  pursuant  to a
reorganization, merger or consolidation, if, following such reorganization,
merger or consolidation,  the conditions described in clauses (i), (ii) and
(iii) of subsection (c) of this Section 9 are satisfied; or

     (b) Individuals who, as of the date hereof,  constitute the Board (the
"Incumbent  Board")  cease for any reason to constitute at least a majority
of the Board;  provided,  however,  that any individual becoming a director
subsequent to the date hereof whose election, or nomination for election by
the Company's  stockholders,  was approved by a vote of at least a majority
of the directors then comprising the Incumbent Board shall be considered as
though such individual were a member of the Incumbent Board, but excluding,
for this purpose,  any such individual  whose initial  assumption of office
occurs as a result of either an actual or threatened  election  contest (as
such terms are used in Rule 14a-11 of Regulation 14A promulgated  under the
Exchange  Act) or other  actual or  threatened  solicitation  of proxies or
consents by or on behalf of a person other than the Board;  or (c) Approval
by  the   stockholders   of  the  Company  of  a   reorganization,   merge,
consolidation in each case, unless following such reorganization, merger or
consolidation,  (i) more than 60% of, respectively, then outstanding shares
of Common  Stock of the  corporation  resulting  from such  reorganization,
merger  or  consolidation  and  the  combined  voting  power  of  the  then
outstanding  voting  securities  of  such  corporation   entitled  to  vote
generally in the election of directors is then beneficially owned, directly
or indirectly,  by all or substantially all of the individuals and entities
who were the beneficial  owners,  respectivel,  of the Outstanding  Company
Common Stock and Outstanding Company Voting Securities immediately prior to
such  reorganization,  merger or consolidation  in  substantially  the same
proportions as their ownership,  immediately prior to such  reorganization,
merger  or  consolidation,  or the  Outstanding  Company  Common  Stock and
Outstanding  Company Voting Securities,  as the case may be, (ii) no person
(excluding the Company,  an employee benefit plan (or related trust) of the
Company or such corporation  resulting from such reorganization,  merger or
consolidation and any person beneficially owning, immediately prior to such
reorganization,  merger or  consolidation,  directly or indirectly,  15% or
more of the Outstanding  Company Common Stock or Outstanding Company Voting
Securities,  as the case may be, beneficially owns, directly or indirectly,
15% or more of,  respectively,  the then outstanding shares of Common Stock
of  the  corporation   resulting  from  such   reorganization,   merger  or
consolidation or the combined voting power of the then  outstanding  voting
securities of such corporation,  entitled to vote generally in the election
of  directors  and (iii) at least a majority of the members of the board of
directors
                                    11

<PAGE>

of  the  corporaiton   resulting  from  such   reorganization,   merger  or
consolidation  were  members  of the  Incumbent  Board  at the  time of the
execution  of the  initial  agreement  providing  for such  reorganization,
merger or consolidation; or

     (d)  Approval  by the  stockholders  of the  Company of (i) a complete
liquidation  or  dissolution  of the  Company  or (ii)  the  sale or  other
disposition of all or substantially all of the assets of the Company, other
than to a corporation,  with respect to which  following such sale or other
disposition,  (A) more  than  60% of,  respectively,  the then  outstanding
shares of Common Stock of such corporation and the combined voting power of
the then outstanding voting securities of such corporation entitled to vote
generally  in  the  election  of  directors  is  then  beneficially  owned,
directly, or indirectly, by all or substantially all of the individuals and
entities who were the beneficial owners,  respectively,  of the Outstanding
Company Common Stock and Outstanding Company Voting Securities  immediately
prior  to  such  sale  or  other  disposition  in  substantially  the  same
proportion  as their  ownership,  immediately  prior to such  sale or other
disposition,  of the  Outstanding  Company  Common  Stock  and  Outstanding
Company Voting Securities, as the case may be, (B) no person (excluding the
Company and any  employee  benefit plan  (related  trust) of the Company or
such corporation and any person beneficially  owning,  immediately prior to
such sale or other disposition,  directly or indrectly,  15% or more of the
Outstanding  Company Common Stock or Outstanding Company Voting Securities,
as the case may be, beneficially owns, directly or indirectly,  15% or more
of,  respectively  the then  outstanding  shares  of  Common  Stock of such
corporation  and the combined voting power of the then  outstanding  voting
securities of such  corporation  entitled to vote generally in the election
of  directors  and (C) at least a majority  of the  members of the board of
direcotrs of such  corporation  were  members of the Incumber  Board at the
time of the  execution  of the  initial  agreement  or  action of the Board
providing for such sale or disposition of assets of the Company.

In addition to the Cash Payment for the actuarial  equivalent  value of the
Participant's 100% accrued Normal Retirement Benefit, the Participant shall
receive  an  additional  cash  payment  in such  amont as to "Gross Up" the
Participant  by the amount of any and all  federal,  state and local income
tax the  Participant  is liable to pay as the  result of such cash lump sum
payment  required by this Section 9 together with such amount  necessary to
Gross Up the Participant  for all such tax Gross Up payments.  In the event
that a Participant  is subject to the excise tax imposed by Section 4999 of
the Internal  Revenue Code or any interest or penalties are incurred by the
Participant with respect to such excise tax (such excise tax, together with
any such interest and penalties are hereinafter collectively referred to as
the  Excise  Tax) the  Participant  shall  receive a  further  tax Gross Up
payment in an amount  that such after  payment  by the  Participant  of all
taxes  (including  any interests or penalties  imposed with respect to such
taxes) including without limitation any such income taxes (and any interest
and penalties  imposed with respect  thereto) and Excise Tax imposed on the
Gross Up Payment.


                                    12

<PAGE>

SECTION 10 - ADMINISTRATION OF PLAN
-----------------------------------

The Plan shall be administered  by the Committee.  The Committee shall have
plenary authority, subject to the express provisions hereof, to resolve any
questions  arising  under  the Plan;  to  correct  any  defect or supply an
omission or reconcile any inconsistency; to establish amend and rescind any
rules  and  regulations  relating  to  the  Plan  and  to  make  all  other
determinations  necessary or advisable for the administration and continued
successful  operation  of the Plan.  Any  decision of the  Committee in the
administration  of the  Plan,  as  described  herein,  shall be  final  and
conclusive.  The Committee shall act only by a majority of its members then
in office and its actions  shall be  recorded  in minutes of the  Committee
meetings which shall be conclusive of all such actions taken. The Committee
shall  have the  right to  delegate  such Plan  administration  as it shall
determine to the Chairman or the Chairman's designee.

SECTION 11 - AMENDMENT OR TERMINATION OF PLAN
---------------------------------------------

Subject to the  provisions of this Section 11, the  Compensation  Committee
shall  have the  right at any  time,  from  time-to-time,  with  notice  to
Participants  to  suspend,  discontinue  or amend this Plan in any  respect
whatsoever.  No  amendment  or  termination  of the Plan shall  directly or
indirectly   deprive  or  otherwise  reduce  the  Accrued  Benefit  of  any
Participant  or the payment of any  benefits  payable to a  Participant  or
Surviving Spouse under the Plan which have commenced prior to the effective
date of such resolution  amending or terminating the Plan. Upon termination
or discontinuance  of the Plan, such Participants  shall become vested in a
nonforfeitable  right to their  Accrued  Benefits.  Payment of such  amount
shall be in the manner provided in the Plan on the date such Participant is
or becomes  eligible to receive payment of benefits from the  Corporation's
Retirement Plan.

SECTION 12 - CORPORATE SUCCESSORS
---------------------------------

The Plan shall not be  automatically  terminated  by a transfer  or sale of
assets  of  the  Corporation  or by  the  merger  or  consolidation  of the
Corporation into or with any other  corporation or other entity that is not
a Change of Control as defined  and  described  in Section 9 hereof but the
Plan shall be  continuted as a binding  obligation  on any successor  after
such sale, merger or consolidation.  In the event the Plan is not continued
by the  transferee,  purchaser  or  successor  entity,  then the Plan shall
terminate subject to the provisions of Section 11.

SECTION 13 - PLAN NOT A CONTRACT OF EMPLOYMENT
----------------------------------------------

Neither  this Plan,  nor  participation  in it,  shall be  construed in any
manner as a contract of continuing  employment with the Corporation  either
expressed or implied.  Nothing in the Plan shall interfere with or limit in
any way  the  right  of the  Corporation  to  terminate  any  Participant's
employment  at any  time,  or  confer  upon any  Participant  any  right to
continue  in the  employ of the  Corporation  for any  period of time or to
continue a

                                    13

<PAGE>

Participant's present or any other rate of compensation.  No employee shall
have a right to be selected as a  Participant,  or having been so selected,
to be selected again as a Participant.

SECTION 14 - EXPENSES
---------------------

In the event any  Participant  or surviving  spouse incurs  costs,  fees or
expenses  including  attorney's  fees in the  enforcement  of any rights to
receive  payment of benefits under this Plan,  the Company shall  reimburse
such participant or surviving spouse such costs,  fees and expenses to such
participant or surviving spouse is the prevailing party.

SECTION 15 - SPENDTHRIFT CLAUSE
-------------------------------

No right,  title or interest of any kind in the Plan shall be  transferable
or  assignable  by any  Participant  or  Surviving  Spouse or be subject to
alienation, anticipation,  encumbrance,  garnishment, attachment, execution
or levy of any kind,  whether voluntary or involuntary,  nor subject to the
debts, contracts, liabilities,  engagements, or torts of the Participant or
Surviving  Spouse.  Any attempt to alienate,  anticipate,  encumber,  sell,
transfer,  assign, pledge, garnish, attach or otherwise subject to legal or
equitable  process or encumber or dispose of any interest in the Plan shall
be void.

SECTION 16 - SEVERABILITY
-------------------------

In the event that any  provision of this Plan shall be declared  illegal or
invalid for any reason,  said illegality or invalidity shall not affect the
remaining  provisions  of this Plan but shall be fully  severable  and this
Plan  shall  be  construed  and  enforced  as if said  illegal  or  invalid
provision had never been inserted herein.

SECTION 17 - CONSTRUCTION
-------------------------

Whenever  appropriate,  words used in the singular shall include the plural
or the plural may be read as the singular.  When used herein, the masculine
gender includes the feminine gender.

SECTION 18 - GOVERNING LAW
--------------------------

The validity and effect of this Plan and the rights and  obligations of all
persons  affected  hereby shall be construed  and  determined in accordance
with the laws of the State of Utah unless superseded by federal law.

SECTION 19 - NO REQUIREMENT TO FUND
-----------------------------------

The Employer is not required to fund this Plan.


                                    14

<PAGE>

SECTION 20 - PAYMENT DUE AN INCOMPETENT
---------------------------------------

If the Plan  Administration  Committee receives evidence that a Participant
or  Surviving  Spouse  entitled to receive  any  payment  under the Plan is
physically or mentally  incompetent to receive such payment,  the Committee
may,  in its sole  discretion,  direct the  payment to any other  person or
trust which has been legally appointed by the courts.



IN WITNESS  WHEREOF,  the Board of  Directors  has  caused  this Plan to be
signed by its duly appointed officers and its corporate seal to be hereunto
affixed as of this 16th day of June 1997.


          /s/ James R. Wilson
By:      ________________________________
         Chairman of the Board, President
           and Chief Executive Officer
                                                           ~ Seal ~

ATTESTED:


          /s/ Edwin M. North
By:      ________________________________
              Secretary