SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   __________

                                    FORM 8-K

               Current Report Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934

Date of Report (Date of earliest event report):  March 8, 2001

                            Union Pacific Corporation
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             (Exact Name of Registrant as Specified in its Charter)

      Utah                           1-6075                      13-2626465
- -----------------                  -----------               ------------------
 (State or Other                   (Commission                (I.R.S. Employer
 Jurisdiction of                   File Number)              Identification No.)
 Incorporation)

       1416 Dodge Street, Omaha, Nebraska                       68179
    ----------------------------------------                 ------------
    (Address of Principal Executive Offices)                  (Zip Code)

Registrant's telephone number, including area code:(402) 271-5777

                                      N/A
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         (Former Name or Former Address, if Changed Since Last Report)

Item 5.  Other Events.
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     Submitted to shareholders for approval at Union Pacific Corporation's
annual meeting to be held on April 20, 2001 is the Union Pacific Corporation
2001 Stock Incentive Plan. Attached as an Exhibit is a copy of the Union Pacific
Corporation 2001 Stock Incentive Plan. This plan is described under Proposal 2
included in Union Pacific Corporation's proxy statement related to its 2001
annual meeting of shareholders.

Item 7.  Financial Statements and Exhibits.
         ---------------------------------

     (c)  Exhibits.
          --------

          99  Copy of the Union Pacific Corporation 2001 Stock Incentive Plan.

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated:  March 8, 2001

                                UNION PACIFIC CORPORATION

                                By:  /s/ Carl W. von Bernuth
                                     -----------------------------
                                     Carl W. von Bernuth
                                     Senior Vice President, General
                                     Counsel and Secretary

                                 EXHIBIT INDEX

Exhibit Description
- -------------------

99  Copy of the Union Pacific Corporation 2001 Stock Incentive Plan.

                           UNION PACIFIC CORPORATION
                           2001 STOCK INCENTIVE PLAN

1.   PURPOSE

     The purpose of the Union Pacific Corporation 2001 Stock Incentive Plan is
to promote and closely align the interests of employees of Union Pacific
Corporation and its shareholders by providing stock based compensation and other
performance-based compensation.  The Plan is intended to strengthen Union
Pacific Corporation's ability to reward performance which enhances long term
shareholder value; to increase employee stock ownership through performance-
based compensation plans; and to strengthen the Company's ability to attract and
retain an outstanding employee and executive team.

2.   DEFINITIONS

     The following terms shall have the following meanings:

     "Act" means the Securities Exchange Act of 1934, as amended.

     "Affiliate" shall have the meaning set forth in Rule 12b-2 under Section 12
of the Act.

     "Approved Leave of Absence" means a leave of absence of definite length
approved by the Senior Vice President - Human Resources of the Company, or by
any other officer of the Company to whom the Committee delegates such authority.

     "Award" means an award of Options, Retention Shares, Stock Units or
Incentive Bonuses pursuant to the Plan.

     "Beneficial Owner" shall have the meaning set forth in Rule 13d-3 under the
Act.

     "Beneficiary" means any person or persons designated in writing by a
Participant to the Committee on a form prescribed by it for that purpose, which
designation shall be revocable at any time by the Participant prior to his or
her death, provided that, in the absence of such a designation or the failure of
the person or persons so designated to survive the Participant, "Beneficiary"
shall mean such Participant's estate; and further provided that no designation
of Beneficiary shall be effective unless it is received by the Company before
the Participant's death.

     "Board" means the Board of Directors of the Company.

     "Change in Control" means the occurrence of any one of the following:

     (i)  any Person is or becomes the Beneficial Owner, directly or indirectly,
of securities of the Company (not including in the securities beneficially owned
by such Person any securities acquired directly from the Company or its
Affiliates) representing 20% or more of the combined voting power of the
Company's then outstanding securities, excluding any Person who

becomes such a Beneficial Owner in connection with a transaction described in
clause (A) of paragraph (iii) below; or

     (ii)  the following individuals cease for any reason to constitute a
majority of the number of directors then serving: individuals who, on February
22, 2001, constitute the Board and any new director (other than a director whose
initial assumption of office is in connection with an actual or threatened
election contest, including but not limited to a consent solicitation, relating
to the election of directors of the Company) whose appointment or election by
the Board or nomination for election by the Company's shareholders was approved
or recommended by a vote of at least two-thirds (2/3) of the directors then
still in office who either were directors on the date hereof or whose
appointment, election or nomination for election was previously so approved or
recommended; or

     (iii) there is consummated a merger or consolidation of the Company or any
direct or indirect subsidiary of the Company with any other corporation, other
than (A) a merger or consolidation which would result in the voting securities
of the Company outstanding immediately prior to such merger or consolidation
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity or any parent thereof) more than
50% of the combined voting power of the securities of the Company or such
surviving entity or any parent thereof outstanding immediately after such merger
or consolidation or (B) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which no Person is
or becomes the Beneficial Owner, directly or indirectly, of securities of the
Company (not including in the securities Beneficially Owned by such Person any
securities acquired directly from the Company or its Affiliates) representing
20% or more of the combined voting power of the Company's then outstanding
securities; or

     (iv)  the shareholders of the Company approve a plan of complete
liquidation or dissolution of the Company or there is consummated an agreement
for the sale or disposition by the Company of all or substantially all of the
Company's assets, other than a sale or disposition by the Company of all or
substantially all of the Company's assets to an entity, more than 50% of the
combined voting power of the voting securities of which is owned by shareholders
of the Company in substantially the same proportions as their ownership of the
Company immediately prior to such sale.

     "Code" means the Internal Revenue Code of 1986, as amended, or the
corresponding provisions of any successor statute.

     "Committee" means the Committee designated by the Board to administer the
Plan pursuant to Section 3.

     "Common Stock" means the Common Stock, par value $2.50 per share, of the
Company.

     "Company" means Union Pacific Corporation, a Utah corporation, or any
successor corporation.

                                       2

     "Incentive Bonus" means a bonus opportunity awarded under Section 10
pursuant to which a Participant may become entitled to receive an amount,
payable in cash or Shares, based on satisfaction of such performance criteria as
are specified in the Incentive Bonus Document.

     "Incentive Bonus Document" means the agreement or other document evidencing
the Award of an Incentive Bonus.

     "Option" means each non-qualified option and incentive stock option granted
under the Plan.

     "Option Document" means the agreement or other document evidencing the
Award of an Option.

     "Participant" means any employee of the Company or a Subsidiary (including
directors who are also such employees) who is granted an Award under the Plan.

     "Person" shall have the meaning given in Section 3(a)(9) of the Act, as
modified and used in Sections 13(d) and 14(d) thereof, except that such term
shall not include (i) the Company or any of its Affiliates, (ii) a trustee or
other fiduciary holding securities under an employee benefit plan of the Company
or any of its Subsidiaries, (iii) an underwriter temporarily holding securities
pursuant to an offering of such securities or (iv) a corporation owned, directly
or indirectly, by the shareholders of the Company in substantially the same
proportions as their ownership of stock of the Company.

     "Plan" means this Union Pacific Corporation 2001 Stock Incentive Plan, as
amended from time to time.

     "Qualifying Performance Criteria" means the criteria set forth in Section
14.

     "Retention Shares" means Shares subject to an Award granted under Section 8
of the Plan.

     "Restriction Period" means the period defined in Section 8(a).

     "Shares" mean shares of the Company's Common Stock.

     "Stock Administrator" means the Company's third party stock administrator
or any other person or entity designated by the Committee to assist in the
administration of this Plan.

     "Stock Unit" means the right to receive in the future a share of Common
Stock or, at the option of the Committee, the value of such Common Stock in
cash.

     "Subcommittee" means one or more separate committees appointed by the
Committee pursuant to Section 3.

     "Subsidiary" means any corporation of which the Company owns directly or
indirectly at least a majority of the outstanding shares of voting stock.

                                       3

     "Unit Restriction Period" means the period defined in Section 9.

     "Unit Vesting Condition" means any condition to the vesting of Stock Units
established by the Committee pursuant to Section 9.

     "Vesting Condition" means any condition to the vesting of Retention Shares
established by the Committee pursuant to Section 8.

3.   ADMINISTRATION

     a.   Composition of Committee.  This Plan shall be administered by the
          ------------------------
Compensation and Benefits Committee of the Board (the "Committee"), as appointed
from time to time by the Board.  The Board shall fill vacancies on, and from
time to time may remove or add members to, the Committee. The Committee shall
act pursuant to a majority vote or unanimous written consent.  The Board, in its
sole discretion, may exercise any authority of the Committee under this Plan in
lieu of the Committee's exercise thereof and in such instances references herein
to the Committee shall refer to the Board.  Unless otherwise provided by the
Board:  (i) with respect to any Award for which such is necessary and desired
for such Award to be exempted by Rule 16b-3 of the Act, the Committee shall
consist of the Board or of two or more directors each of whom is a "non-employee
director" (as such term is defined in Rule 16b-3 promulgated under the Act, as
such Rule may be amended from time to time), (ii) with respect to any Award that
is intended to qualify as "performance-based compensation" under Section 162(m)
of the Code, the Committee shall consist of two or more directors, each of whom
is an "outside director" (as such term is defined under Section 162(m) of the
Code), and (iii) with respect to any other Award, the Committee may appoint one
or more separate committees (any such committee, a "Subcommittee") composed of
one or more directors of the Company (who may but need not be members of the
Committee) and may delegate to any such Subcommittee(s) the authority to grant
Awards under the Plan to Participants, to determine all terms of such Awards,
and/or to administer the Plan or any aspect of the Plan.  Any action by any such
Subcommittee within the scope of such delegation shall be deemed for all
purposes to have been taken by the Committee.  The Committee may designate the
Senior Vice President-Human Resources of the Company or other Company employees
to assist the Committee in the administration of the Plan, and may grant
authority to such persons to execute agreements or other documents evidencing
Awards made under this Plan or other documents entered into under this Plan on
behalf of the Committee or the Company.

     b.   Powers of the Committee.  Subject to the express provisions and
          -----------------------
limitations set forth in this Plan, the Committee shall be authorized and
empowered to do all things necessary or desirable, in its sole discretion, in
connection with the administration of this Plan, including, without limitation,
the following:

          (i)  to prescribe, amend and rescind rules and regulations relating to
     this Plan and to define terms not otherwise defined herein;

                                       4

          (ii)   to determine which persons are Participants, to which of such
     Participants, if any, Awards shall be granted hereunder and the timing of
     any such Awards, and to grant Awards;

          (iii)  to grant Awards to Participants and determine the terms and
     conditions thereof, including  the number of Shares subject to Awards and
     the exercise or purchase price of such Shares and the circumstances under
     which Awards become exercisable or vested or are forfeited or expire, which
     terms may but need not be conditioned upon the passage of time, continued
     employment, the satisfaction of performance criteria, the occurrence of
     certain events (including events which the Board or the Committee determine
     constitute a Change in Control), or other factors;

          (iv)   to establish, verify the extent of satisfaction of, adjust,
     reduce or waive any performance goals or other conditions applicable to the
     grant, issuance, exercisability, vesting and/or ability to retain any
     Award;

          (v)    to prescribe and amend the terms of the agreements or other
     documents evidencing Awards made under this Plan (which need not be
     identical);

          (vi)   to determine whether, and the extent to which, adjustments are
     required pursuant to Section 13;

          (vii)  to interpret and construe this Plan, any rules and regulations
     under this Plan and the terms and conditions of any Award granted
     hereunder, and to make exceptions to any such provisions in good faith and
     for the benefit of the Company; and

          (viii) to make all other determinations deemed necessary or advisable
     for the administration of this Plan.

     c.   Determinations of the Committee.  All decisions, determinations and
          -------------------------------
interpretations by the Committee regarding this Plan shall be final and binding
on all Participants.  The Committee shall consider such factors as it deems
relevant to making such decisions, determinations and interpretations including,
without limitation, the recommendations or advice of any director, officer or
employee of the Company and such attorneys, consultants and accountants as it
may select.

     d.   Delegations to Director.  The Committee may delegate to one or more
          -----------------------
directors the ability to grant Awards and take the other actions described in
Section 3(b) with respect to non-executive employees, and such actions shall be
treated for purposes of Section 3(c) as if taken by the Committee.

4.   ELIGIBILITY

     To be eligible for selection by the Committee to participate in the Plan an
individual must be an employee of the Company or a Subsidiary.  Directors who
are not full-time salaried employees shall not be eligible.  The Committee may
grant Awards of Options, Retention Shares, Stock Units or Incentive Bonuses to
eligible employees.  In granting Awards, the

                                       5

Committee shall take into account the duties of the respective employees, their
present and potential contributions to the success of the Company or a
Subsidiary, and such other factors as the Committee shall deem relevant in
connection with accomplishing the purpose of the Plan.

5.   STOCK SUBJECT TO THIS PLAN

     a.   Aggregate Limits.  The aggregate number of Shares of the Company's
          ----------------
Common Stock issued pursuant to all Awards granted under this Plan shall not
exceed 12,000,000.  The aggregate number of Shares issued as Retention Shares,
Stock Units or upon settlement of Incentive Bonuses shall not exceed twenty
percent (20%) of the Shares available to be issued as Awards under this Plan.
The aggregate number of Shares available for issuance under this Plan and the
number of Shares subject to outstanding Options or other Awards shall be subject
to adjustment as provided in Section 13.  The Shares issued pursuant to this
Plan may be Shares that either were reacquired by the Company, including Shares
purchased in the open market, or authorized but unissued Shares.

     b.   Tax Code Limits.  The aggregate number of Shares issuable under all
          ---------------
Options granted under this Plan during any calendar year to any one Participant
shall not exceed 1,000,000.  The aggregate number of Shares issuable as
Retention Shares or Stock Units granted under this Plan during any calendar year
to any one Participant shall not exceed 250,000.  Notwithstanding anything to
the contrary in this Plan, the foregoing limitations shall be subject to
adjustment under Section 13, but only to the extent that such adjustment will
not affect the status of any Award intended to qualify as "performance-based
compensation" under Section 162(m) of the Code.  The foregoing limitations shall
not apply to the extent that they are no longer required in order for
compensation in connection with Awards under this Plan to be treated as
"performance-based compensation" under Section 162(m) of the Code.

     c.   Issuance of Shares.  For purposes of this Section 5, the aggregate
          ------------------
number of Shares issued under this Plan at any time shall equal only the number
of Shares actually issued upon exercise or settlement of an Award and shall not
include Shares subject to Awards that have been canceled, expired or forfeited
or Shares subject to Awards that have been delivered (either actually or
constructively by attestation) to or retained by the Company in payment or
satisfaction of the purchase price, exercise price or tax withholding obligation
of an Award.

6.   TERMS AND CONDITIONS OF NON-QUALIFIED OPTIONS

     The Committee may grant a non-qualified option or provide for the grant of
a non-qualified option, either from time to time in the discretion of the
Committee or automatically upon the occurrence of specified events, including,
without limitation, the achievement of performance goals, the satisfaction of an
event or condition within the control of the recipient of the Award or within
the control of others.  All non-qualified options under the Plan shall be
granted subject to the following terms and conditions:

     a.   Option Price.  The option price per share with respect to each non-
          ------------
qualified option shall be determined by the Committee but shall not be less than
100% of the fair market

                                       6

value of the Common Stock on the date the option is granted, such fair market
value to be determined in accordance with the procedures to be established by
the Committee.

     b.   Duration.  Non-qualified options shall be exercisable at such time or
          --------
times and under such conditions as set forth in the Option Document, but in no
event shall any non-qualified option be exercisable subsequent to the tenth
anniversary of the date on which the non-qualified option is granted.

     c.   Exercise.  Except as provided in Section 6(h), 6(i) or 7(b), the
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Shares covered by a non-qualified option may not be purchased prior to the first
anniversary of the date on which the non-qualified option is awarded (unless the
Committee shall determine otherwise), or such longer period or periods, and
subject to such conditions, as the Committee may determine, but thereafter may
be purchased at one time or in such installments over the balance of the option
period as may be provided in the Option Document.  Any Shares not purchased on
the applicable installment date may, unless the Committee shall have determined
otherwise, be purchased thereafter at any time prior to the final expiration of
the non-qualified option.  To the extent that the right to purchase Shares has
accrued thereunder, non-qualified options may be exercised from time to time by
notice to the Company stating the number of Shares with respect to which the
non-qualified option is being exercised.

     d.   Payment.  Shares purchased under non-qualified options shall, at the
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time of purchase, be paid for in full in cash.  All, or any portion, of the
option price may, at the discretion of the Committee, be paid (i) under an
arrangement with the Stock Administrator where payment is made pursuant to an
irrevocable direction to the Stock Administrator to deliver all or part of the
proceeds from the sale of Shares issuable under the non-qualified option to the
Company, (ii) by the surrender (constructively by attestation) to the Company,
at the time of exercise, of shares of previously acquired Common Stock owned by
the Participant for at least six (6) months, to the extent that such payment
does not require the surrender of a fractional share of such previously acquired
Common Stock or (iii) by authorizing the Company to withhold Common Stock
otherwise issuable on exercise of the non-qualified option.  Such Shares
previously acquired or Shares withheld to pay the option price shall be valued
at fair market value on the date the non-qualified option is exercised or as
otherwise determined in accordance with the procedures to be established by the
Committee.  A Participant shall have none of the rights of a shareholder until
the Shares are issued to him or her.

     e.   Restrictions.  The Committee shall determine, with respect to each
          ------------
non-qualified option, the nature and extent of the restrictions, if any, to be
imposed on the Shares that may be purchased thereunder.  Without limiting the
generality of the foregoing, the Committee may impose conditions restricting
absolutely or conditionally the transferability of Shares acquired through the
exercise of non-qualified options for such periods, and subject to such
conditions, including continued employment of the Participant by the Company or
a Subsidiary, as the Committee may determine.

     f.   Resale or Transfer of Shares.  The Committee may impose such
          ----------------------------
restrictions, conditions or limitations as it determines appropriate as to the
timing and manner of any resales by the Participant or other subsequent
transfers by the Participant of any Shares issued as a result

                                       7

of the exercise of a non-qualified option, including without limitation (i)
restrictions under an insider trading policy, (ii) restrictions designed to
delay and/or coordinate the timing and manner of sales by the Participant and
other participants and (iii) restrictions as to the use of a specified brokerage
firm for such resales or other transfers.

     g.   Non-Transferability of Options.  During a Participant's lifetime, non-
          ------------------------------
qualified options may be exercised only by the Participant.  Non-qualified
options shall not be transferable, except for exercise by the Participant's
legal representatives or heirs.

     h.   Termination of Employment.  Unless the Committee provides otherwise,
          -------------------------
upon the termination of a Participant's employment for any reason other than
death, except as provided below, non-qualified options shall expire immediately
as to those Shares for which they were not then exercisable (provided that the
Committee may determine that particular limitations and restrictions under this
Plan shall not apply and the non-qualified options shall be treated as
exercisable to a greater extent), and as to the remaining Shares for which the
non-qualified options were exercisable at the time of such termination of
employment, such non-qualified options shall expire on the earlier of the date
the non-qualified options would have expired or according to the following
schedule:

          (i)   Retirement.  Non-qualified options shall expire, unless
                ----------
     exercised, five (5) years after the Participant's retirement from the
     Company or any Subsidiary under the provisions of the Company's or a
     Subsidiary's pension plan.

          (ii)  Disability.  Any holding period required by Section 6(c) shall
                ----------
     automatically be deemed to be satisfied and the non-qualified options shall
     expire, unless exercised, five (5) years after the date the Participant is
     eligible to receive disability benefits under the provisions of the
     Company's or a Subsidiary's long-term disability plan.

          (iii) Disposition of Business.  Subject to Section 6(h)(vi), in the
                -----------------------
     case of a termination that is deemed to occur upon the disposition by the
     Company or any of its Subsidiaries of all or a part of its interest in, or
     the discontinuance of a business of, a Subsidiary, division or other
     business unit, unvested non-qualified options shall not be forfeited
     automatically, but any holding period required by Section 6(c) shall be
     satisfied in accordance with its original schedule and the non-qualified
     option shall expire, unless exercised, five (5) years after the date of
     termination;

          (iv)  Force Reduction Program. Subject to Section 6(h)(vi), in the
                -----------------------
     case of a termination (other than retirement) resulting from a force
     reduction program instituted by the Company or any of its Subsidiaries, the
     non-qualified option shall expire, unless exercised, three (3) years from
     the date of termination.

          (v)   Gross Misconduct. Non-qualified options shall expire upon
                ----------------
     receipt by the Participant of the notice of termination if he or she is
     terminated for deliberate, willful or gross misconduct as determined by the
     Company.

                                       8

          (vi)  Change in Control.  In the event a Participant's employment is
                -----------------
     involuntarily terminated by the Company or any of its Subsidiaries (other
     than termination as a result of disability or gross misconduct, but
     including a termination described in subsection (iii) and (iv) above)
     within two (2) years following a Change in Control, notwithstanding
     anything to the contrary in this Section 6(h), non-qualified options shall
     become fully vested and the non-qualified options shall remain exercisable
     for a period of three (3) years following such termination (or five (5)
     years following such termination in the case of a termination described in
     Subsection (i) or (iii)  above) but in no event after the expiration of the
     original term of the non-qualified option.

          (vii) All Other Terminations.  Non-qualified options shall expire,
                ----------------------
     unless exercised, three (3) months after the date of such termination.

     i.   Death.  Unless the Committee shall determine otherwise, upon the death
          -----
of a Participant during his or her period of employment, the non-qualified
options shall be exercisable only as to those Shares which were subject to the
exercise of such non-qualified options at the time of his or her death, provided
that (i) any holding period required by Section 6(c) shall automatically be
deemed to be satisfied and (ii) the Committee may determine that particular
limitations and restrictions under this Plan shall not apply and the non-
qualified options shall be treated as exercisable to a greater extent, and such
non-qualified options shall expire, unless exercised by the Participant's legal
representatives or heirs, five (5) years after the date of death (unless the
Committee shall provide for a shorter period at the time the non-qualified
option is granted).

     j.   Deferral.  The Committee may permit a Participant to elect to defer
          --------
receipt of all or part of the Shares issuable upon the exercise of non-qualified
options, pursuant to rules and regulations adopted by the Committee.  The
Committee may not permit the payment of cash in lieu of Shares upon payment of
the deferred amount.

     k.   Option Document.  Each Option Document shall contain provisions
          ---------------
regarding (i) the number of Shares that may be issued upon exercise of the non-
qualified option, (ii) the purchase price of the Shares and the means of payment
for the Shares, (iii) the term of the non-qualified option, (iv) such terms and
conditions on the vesting and/or exercisability of a non-qualified option as may
be determined from time to time by the Committee, (v) restrictions on the
transfer of the non-qualified option and forfeiture provisions and (vi) such
further terms and conditions, in each case not inconsistent with this Plan as
may be determined from time to time by the Committee.

     l.   No Option Repricing.  Without the approval of shareholders, the
          -------------------
Company shall not reprice any non-qualified options, except for adjustments
under Section 13 as determined by the Committee.   For purposes of this Plan,
the term "reprice" shall mean lowering the exercise price of previously awarded
non-qualified options within the meaning of Item 402(i) under Securities and
Exchange Commission Regulation S-K.

     m.   Maximum Duration.  In no event, however, shall any non-qualified
          ----------------
option be exercisable pursuant to Sections 6(h) or (i) subsequent to the tenth
anniversary of the date on which it is granted.

                                       9

7.   TERMS AND CONDITIONS OF INCENTIVE STOCK OPTIONS.

     a.   General.  The Committee may also grant incentive stock options as
          -------
defined under Section 422 of the Code.  Any Options intended to qualify as
incentive stock options issued under this Plan shall be subject to the same
terms and conditions as the non-qualified options granted under Section 6 of
this Plan (except Section 6(j)), provided that (a) the aggregate fair market
value (determined as of the date the incentive stock option is granted) of the
Shares with respect to which incentive stock options are exercisable for the
first time by such Participant during any calendar year, under this Plan or any
other stock option plans adopted by the Company, its Subsidiaries or any
predecessor companies thereof, shall not exceed $100,000 and (b) the Option
shall state that it will not qualify for tax treatment as an incentive stock
option if it is exercised more than one (1) year after the Participant ceases to
be employed because of a disability (as defined in Section 22(e)(3) of the Code)
or three (3) months after the Participant ceases to be an employee of the
Company or a Subsidiary other than as a result of death or disability.  Upon the
expiration of the one (1) year period following a disability or the three (3)
month period following a termination described in Sections 6(h)(i), (iii), (iv)
or (vi), any unexercised incentive stock options shall become non-qualified
options exercisable pursuant to Section 6.  If any incentive stock options
become exercisable in any year in excess of the $100,000 limitation, incentive
stock options representing such excess shall become non-qualified options
exercisable pursuant to the terms of Section 6 and shall not be exercisable as
incentive stock options.

     b.   Death.  Unless the Committee shall determine otherwise, upon the death
          -----
of a Participant during his or her period of employment, the incentive stock
options shall be exercisable as incentive stock options only as to those Shares
which were subject to the exercise of such incentive stock options at the time
of death, provided that (i) any holding period required by Section 6(c) shall
automatically be deemed to be satisfied, and (ii) the Committee may determine
that particular limitations and restrictions under this Plan shall not apply and
the incentive stock options shall be treated as exercisable to a greater extent,
and such incentive stock options shall expire, unless exercised by the
Participant's legal representatives or heirs, five (5) years after the date of
death (unless the Committee shall provide for a shorter period at the time the
incentive stock option is granted.)

     c.   Option Document.  Each Option Document shall include the information
          ---------------
described in Section 6(k).  In addition, the Option Document shall contain such
terms and conditions as may be necessary to comply, to the extent determined
desirable by the Committee, with the applicable provisions of Section 422 of the
Code.

     d.   No Option Repricing.  Without the approval of shareholders, the
          -------------------
Company shall not reprice any incentive stock options granted under this Section
7, except for adjustments under Section 13 as determined by the Committee.

     e.   Maximum Duration.  In no event, however, shall any incentive stock
          ----------------
option be exercisable pursuant to this Section 7 subsequent to the tenth
anniversary of the date on which it was granted.

                                      10

8.   TERMS AND CONDITIONS OF AWARDS OF RETENTION SHARES

     a.   General.  Retention Shares may be granted to reward the attainment of
          -------
individual, Company or Subsidiary goals, or to attract or retain officers or
other employees of the Company or any Subsidiary, and shall be granted subject
to the attainment of performance goals unless the Committee shall determine
otherwise.  The Committee may specify that the grant, vesting or retention of
any or all Retention Shares is intended to satisfy the requirements for
"performance-based compensation" under Section 162(m) of the Code, provided that
the performance criteria for the grant, vesting or retention of any such
Retention Shares shall be a measure based on one or more Qualifying Performance
Criteria selected by the Committee and specified at the time the Retention
Shares are granted.  The Committee shall certify the extent to which any
Qualifying Performance Criteria has been satisfied, and the amount payable as a
result thereof, prior to payment of any Retention Shares that are intended to
satisfy the requirements for "performance-based compensation" under Section
162(m) of the Code.

     b.   Restrictions.
          ------------

          (i)  Restriction Period and Vesting Conditions.  With respect to each
               -----------------------------------------
     grant of Retention Shares under the Plan, the Committee shall determine the
     period or periods, including any conditions for determining such period or
     periods, during which the restrictions set forth in Section 8(b) shall
     apply, provided that in no event, other than as provided in Section 8(c) or
     in the next sentence, shall such restrictions terminate prior to three (3)
     years after the date of grant (the "Restriction Period"), and the Committee
     may also specify any other terms or conditions to the right of the
     Participant to receive such Retention Shares ("Vesting Conditions").  The
     Committee may determine in its sole discretion to waive any or all of such
     restrictions prior to end of the Restriction Period or the satisfaction of
     any Vesting Condition.  Subject to Section 8(c) and any such Vesting
     Condition, a grant of Retention Shares shall be effective for the
     Restriction Period and may not be revoked; provided, however, in the event
                                                --------  -------
     of a Change in Control of the Company (i) with respect to Retention Shares
     (other than Retention Shares or Stock Units granted pursuant to the
     Executive Incentive Premium Exchange Program ("PEP"), the 2001 Long Term
     Plan ("2001 LTP") or any future long term incentive plan ("LTP")), the
     Restriction Period shall end with respect to that number of such Retention
     Shares calculated by multiplying the total number of such Retention Shares
     by the fraction obtained by dividing the number of full months from the
     commencement of such Restriction Period through the date of such Change in
     Control by the total number of months contained in such Restriction Period
     (determined without regard to this proviso), (ii) with respect to Retention
     Shares granted to such Participant pursuant to the PEP, the Restriction
     Period shall end with respect to that number of such Retention Shares equal
     to (x) that number of such Retention Shares with a fair market value (as of
     the date of grant) equal to the amount of incentive award such Participant
     elected to forego in exchange for such Retention Shares (the "Original
     Retention Shares"), and (y) that number of Retention Shares which the
     Participant received as a premium under the PEP (the "Premium Retention
     Shares") calculated by multiplying the total number of such Premium
     Retention Shares by the fraction obtained by dividing the number of full

                                      11

     months from the commencement of such Restriction Period through the date of
     such Change in Control by the total number of months contained in such
     Restriction Period, (iii) Retention Shares granted to such Participant
     pursuant to the 2001 LTP shall be subject to the terms of the applicable
     agreement issued under the 2001 LTP and (iv) any Retention Shares granted
     to such Participant pursuant to an LTP shall be subject to the terms of the
     applicable agreement issued under an LTP.  In the event a payment becomes
     due, the Committee may, in its sole discretion, elect to make such payment
     either in cash, in Shares, in shares of equity securities of the entity (or
     its parent) resulting from such Change in Control or in any combination of
     the foregoing.

          (ii) Rights in Retention Shares.  At the time of grant of Retention
               --------------------------
     Shares to a Participant, a certificate representing the number of Shares
     granted shall be registered in the Participant's name but shall be held by
     the Company for his or her account.  The Participant shall have the entire
     beneficial ownership interest in, and all rights and privileges of a
     shareholder as to, such Retention Shares, including the right to vote such
     Retention Shares and, unless the Committee shall determine otherwise, the
     right to receive dividends thereon, subject to the following restrictions:
     (A) subject to Section 8(c), the Participant shall not be entitled to
     delivery of the stock certificate until the expiration of the Restriction
     Period and the satisfaction of any Vesting Conditions; (B) none of the
     Retention Shares may be sold, transferred, assigned, pledged, or otherwise
     encumbered or disposed of during the Restriction Period or prior to the
     satisfaction of any Vesting Conditions; and (C) all of the Retention Shares
     shall be forfeited and all rights of the Participant to such Retention
     Shares shall terminate without further obligation on the part of the
     Company unless the Participant remains in the continuous employment of the
     Company or a Subsidiary for the entire Restriction Period, except as
     provided by Sections 8(a) and 8(c), and any applicable Vesting Conditions
     have been satisfied.  Any Shares or other securities or property received
     as a result of a transaction listed in Section 13 shall be subject to the
     same restrictions as such Retention Shares unless the Committee shall
     determine otherwise.

     c.   Termination of Employment.
          -------------------------

          (i)  Disability and Retirement.  Unless the Committee shall determine
               -------------------------
     otherwise, if (A) a Participant ceases to be an employee of the Company or
     a Subsidiary prior to the end of a Restriction Period, by reason of
     disability under the provisions of the Company's or a Subsidiary's long-
     term disability plan or retirement under the provisions of the Company's or
     a Subsidiary's pension plan at actual age 65, and (B) all Vesting
     Conditions have been satisfied, the Retention Shares granted to such
     Participant shall immediately vest and all restrictions applicable to such
     Retention Shares shall lapse.  A certificate for such Shares shall be
     delivered to the Participant in accordance with the provisions of Section
     8(d).

          (ii) Death.  Unless the Committee shall determine otherwise, if (A) a
               -----
     Participant ceases to be an employee of the Company or a Subsidiary prior
     to the end of a Restriction Period by reason of death, and (B) all Vesting
     Conditions have been satisfied, the Retention Shares granted to such
     Participant shall immediately vest in his or her

                                      12

     Beneficiary, and all restrictions applicable to such Retention Shares shall
     lapse. A certificate for such Shares shall be delivered to the
     Participant's Beneficiary in accordance with the provisions of Section
     8(d).

          (iii) Vesting Conditions.  Unless the Committee shall determine
                ------------------
     otherwise, if a Participant ceases to be an employee of the Company for any
     reason prior to the satisfaction of any Vesting Conditions, the Participant
     shall immediately forfeit all Retention Shares then subject to the
     restrictions of Section 8(b) in accordance with the provisions thereof,
     except that the Committee may, if it finds that the circumstances in the
     particular case so warrant, allow a Participant whose employment has so
     terminated to retain any or all of the Retention Shares then subject to the
     restrictions of Section 8(b) and all restrictions applicable to such
     Retention Shares shall lapse.  A certificate for such Shares shall be
     delivered to the Participant in accordance with the provisions of Section
     8(d).

          (iv)  Change in Control.  In the event a Participant's employment is
                -----------------
     involuntarily terminated by the Company or any of its Subsidiaries (other
     than a termination as a result of death, disability, retirement or gross
     misconduct) within two (2) years following a Change in Control, the
     remaining restrictions with respect to Retention Shares, Original Retention
     Shares and Premium Retention Shares shall lapse and the Committee may, in
     its sole discretion, elect to satisfy its obligations either in cash, in
     Shares, in shares of equity securities of the entity (or its parent)
     resulting from such Change in Control or in any combination of the
     foregoing.

          (v)   All Other Terminations.  If a Participant ceases to be an
                ----------------------
     employee of the Company or a Subsidiary prior to the end of a Restriction
     Period for any reason other than death, disability or retirement as
     provided in Section 8(c)(i) and (ii) or a termination pursuant to Section
     8(c)(iv), the Participant shall immediately forfeit all Retention Shares
     then subject to the restrictions of Section 8(b) in accordance with the
     provisions thereof, except that the Committee may, if it finds that the
     circumstances in the particular case so warrant, allow a Participant whose
     employment has so terminated to retain any or all of the Retention Shares
     then subject to the restrictions of Section 8(b) and all restrictions
     applicable to such Retention Shares shall lapse. A certificate for such
     Shares shall be delivered to the Participant in accordance with the
     provisions of Section 8(d).

     d.   Payment of Retention Shares.  At the end of the Restriction Period and
          ---------------------------
after all Vesting Conditions have been satisfied, or at such earlier time as
provided for in Section 8(c) or as the Committee, in its sole discretion, may
otherwise determine, all restrictions applicable to the Retention Shares shall
lapse, and a stock certificate for a number of Shares equal to the number of
Retention Shares, free of all restrictions, shall be delivered to the
Participant or his or her Beneficiary, as the case may be.

9.   STOCK UNITS

     The Committee may also grant Awards of Stock Units under the Plan.  The
vesting of Awards of Stock Units shall be subject to the requirement that a
Participant continue employment with the Company or a Subsidiary for a certain
period of no less than three (3) years

                                      13

(the "Unit Restriction Period"), and may be subject to the satisfaction of other
conditions or contingencies ("Unit Vesting Condition"), in order for a
Participant to receive payment of such Stock Unit Award, as established by the
Committee at the time of the Stock Unit Award. The Committee may specify that
the grant, vesting or retention of any or all Stock Units is intended to satisfy
the requirements for "performance-based compensation" under Section 162(m) of
the Code, provided that the performance criteria for the grant, vesting or
retention of any such Stock Units shall be a measure based on one or more
Qualifying Performance Criteria selected by the Committee and specified at the
time the Stock Units are granted. The Committee shall certify the extent to
which any Qualifying Performance Criteria has been satisfied, and the amount
payable as a result thereof, prior to payment of any Stock Units that are
intended to satisfy the requirements for "performance-based compensation" under
Section 162(m) of the Code. The Committee may determine in its sole discretion
to waive any such requirement, condition or contingency. Awards of Stock Units
shall be payable in Shares. The Committee may permit a Participant to elect to
defer receipt of payment of all or part of any Award of Stock Units pursuant to
rules and regulations adopted by the Committee. Unless the Committee provides
otherwise at the time an Award of Stock Units to a Participant is made, the
provisions of Sections 8(a) and 8(c) of this Plan relating to the vesting and
forfeiture of Retention Shares upon termination of employment shall apply to any
termination of employment by such Participant during the Unit Restriction Period
or prior to the satisfaction of any Unit Vesting Condition for such Award.

10.  TERMS AND CONDITIONS OF INCENTIVE BONUSES

     Each Incentive Bonus Award will confer upon the Participant the opportunity
to earn a future payment tied to the level of achievement with respect to one or
more performance criteria established for a performance period established by
the Committee.

     a.   Incentive Bonus Document.  Each Incentive Bonus Document shall contain
          ------------------------
provisions regarding (i) the target and maximum amount payable to the
Participant as an Incentive Bonus, (ii) the performance criteria and level of
achievement versus these criteria that shall determine the amount of such
payment, (iii) the term of the performance period as to which performance shall
be measured for determining the amount of any payment, (iv) the timing of any
payment earned by virtue of performance, (v) restrictions on the alienation or
transfer of the Incentive Bonus prior to actual payment, (vi) forfeiture
provisions and (vii) such further terms and conditions, in each case not
inconsistent with this Plan, as may be determined from time to time by the
Committee.

     b.   Performance Criteria.  The Committee shall establish the performance
          --------------------
criteria and level of achievement versus these criteria that shall determine the
target and maximum amount payable under an Incentive Bonus Award, which criteria
may be based on financial performance and/or personal performance evaluations.
The maximum amount payable as an Incentive Bonus may be a multiple of the target
amount payable.  The maximum amount payable as an Incentive Bonus under this
Plan during any calendar year to any one Participant shall not exceed $15
million unless such limitation is no longer required under Section 162(m) of the
Code.  The Committee may specify the percentage of the target Incentive Bonus
that is intended to satisfy the requirements for "performance-based
compensation" under Section 162(m) of the Code, provided that the performance
criteria for any portion of an Incentive Bonus that is

                                      14

intended by the Committee to satisfy the requirements for "performance-based
compensation" under Section 162(m) of the Code shall be a measure based on one
or more Qualifying Performance Criteria selected by the Committee and specified
at the time the Incentive Bonus Award is granted. The Committee shall certify
the extent to which any Qualifying Performance Criteria has been satisfied, and
the amount payable as a result thereof, prior to payment of any Incentive Bonus
that is intended to satisfy the requirements for "performance-based
compensation" under Section 162(m) of the Code.

     c.   Timing and Form of Payment. The Committee shall determine the timing
          --------------------------
of payment of any Incentive Bonus.  The Committee may provide for or, subject to
such terms and conditions as the Committee may specify, may permit a Participant
to elect for the payment of any Incentive Bonus to be deferred to a specified
date or event.  An Incentive Bonus may be payable in Shares or in cash.  Any
Incentive Bonus that is paid in cash shall not affect the number of Shares
otherwise available for issuance under this Plan.

     d.   Discretionary Adjustments.  Notwithstanding satisfaction of any
          -------------------------
performance goals, the amount paid under an Incentive Bonus Award on account of
either financial performance or personal performance evaluations may be reduced
by the Committee on the basis of such further considerations as the Committee
shall determine.

11.  DIVIDENDS AND DIVIDEND EQUIVALENTS

     Any Award may provide the Participant with the right to receive dividend
payments or dividend equivalent payments on the Common Stock subject to the
Award, whether or not such Award has been exercised or is vested.  Such payments
may be made in cash or may be credited to a Participant's account and later
settled in cash or Shares or a combination thereof, as determined by the
Committee.  Such payments and credits may be subject to such conditions and
contingencies as the Committee may establish.

12.  REGULATORY APPROVALS AND LISTING

     The Company shall not be required to issue to a Participant or a
Beneficiary, as the case may be, any certificate for any Shares upon exercise of
an Option or for any Retention Shares granted under this Plan or to make any
payment with respect to any Incentive Bonus or Stock Unit granted under this
Plan prior to (a) the obtaining of any approval from any governmental agency
which the Company, in its sole discretion, shall determine to be necessary or
advisable, (b) the admission of such Shares to listing on any stock exchange on
which the Common Stock may then be listed, and (c) the completion of any
registration or other qualification of such Shares under any state or federal
law or rulings or regulations of any governmental body which the Company, in its
sole discretion, shall determine to be necessary or advisable.

13.  CHANGES IN CAPITAL STRUCTURE

     a.   Corporate Actions Unimpaired.  The existence of outstanding Awards
          ----------------------------
(including any Options) shall not affect in any way the right or power of the
Company or its shareholders to make or authorize any or all adjustments,
recapitalizations, reorganizations, exchanges, or other changes in the Company's
capital structure or its business, or any merger or

                                      15

consolidation of the Company, or any issuance of Shares or other securities or
subscription rights thereto, or any issuance of bonds, debentures, preferred or
prior preference stock ahead of or affecting the Shares or other securities of
the Company or the rights thereof, or the dissolution or liquidation of the
Company, or any sale or transfer of all or any part of its assets or business,
or any other corporate act or proceeding, whether of a similar character or
otherwise. Further, except as expressly provided herein or by the Committee, (i)
the issuance by the Company of shares of stock or any class of securities
convertible into shares of stock of any class, for cash, property, labor or
services, upon direct sale, upon the exercise of rights or warrants to subscribe
therefor, or upon conversion of shares or obligations of the Company convertible
into such shares or other securities, (ii) the payment of a dividend in property
other than Shares, or (iii) the occurrence of any similar transaction, and in
any case whether or not for fair value, shall not affect, and no adjustment by
reason thereof shall be made with respect to, the number of Shares subject to
Options or other Awards theretofore granted or the purchase price per Share,
unless the Committee shall determine, in its sole discretion, that an adjustment
is necessary to provide equitable treatment to a Participant.

     b.   Adjustments Upon Certain Events.  If the outstanding Shares or other
          -------------------------------
securities of the Company, or both, for which the Award is then exercisable or
as to which the Award is to be settled shall at any time be changed or exchanged
by declaration of a stock dividend, stock split, combination of shares,
recapitalization, or reorganization, the Committee may, and if such event occurs
after a Change of Control, the Committee shall, appropriately and equitably
adjust the number and kind of Shares or other securities which are subject to
this Plan or subject to any Awards theretofore granted, and the exercise or
settlement prices of such Awards, so as to maintain the proportionate number of
Shares or other securities without changing the aggregate exercise or settlement
price, provided, however, that such adjustment shall be made so as to not affect
the status of any Award intended to qualify as an incentive stock option under
Section 422 of the Code or as "performance-based compensation" under Section
162(m) of the Code.

14.  QUALIFYING PERFORMANCE CRITERIA

     For purposes of this Plan, the term "Qualifying Performance Criteria" shall
mean any one or more of the following performance criteria, either individually,
alternatively or in any combination, applied to either the Company as a whole or
to a business unit or Subsidiary, either individually, alternatively or in any
combination, and measured either annually or cumulatively over a period of
years, on an absolute basis or relative to a pre-established target, to previous
years' results or to a designated comparison group, in each case as specified by
the Committee in the Award:  (a) cash flow (before or after dividends), (b)
earnings per share (including earnings before interest, taxes, depreciation and
amortization), (c) stock price, (d) return on equity, (e) total shareholder
return, (f) return on capital (including return on total capital or return on
invested capital), (g) return on assets or net assets, (h) market
capitalization, (i) total enterprise value (market capitalization plus debt),
(j) economic value added, (k) debt leverage (debt to capital), (l) revenue, (m)
income or net income, (n) operating income, (o) operating profit or net
operating profit, (p) operating margin or profit margin, (q) return on operating
revenue, (r) cash from operations, (s) operating ratio, (t) commodity or
operating revenue and (u) market share.  To the extent consistent with Section
162(m) of the Code, the Committee may appropriately adjust any evaluation of
performance under a Qualifying Performance Criteria to exclude any of the
following events that occurs during a performance period:  (v) asset write-
downs, (w)

                                      16

litigation, claims, judgments or settlements, (x) the effect of changes in tax
law, accounting principles or other such laws or provisions affecting reported
results, (y) accruals for reorganization and restructuring programs and (z) any
extraordinary non-recurring items as described in Accounting Principles Board
Opinion No. 30 and/or in management's discussion and analysis of financial
condition and results of operations appearing in the Company's Annual Report to
shareholders for the applicable year.

15.  TANDEM STOCK OR CASH RIGHTS

     Either at the time an Award is granted or by subsequent action, the
Committee may, but need not, provide that an Award shall contain as a term
thereof, a right, either in tandem with the other rights under the Award or as
an alternative thereto, of the Participant to receive, without payment to the
Company, a number of Shares, cash or a combination thereof, the amount of which
is determined by reference to the value of the Award.

16.  TAXES

     a.   Withholding Requirements.  The Committee may make such provisions or
          ------------------------
impose such conditions as it may deem appropriate for the withholding or payment
by a Participant or Beneficiary of any taxes that the Committee determines are
required in connection with any Award granted under this Plan, and a
Participant's or Beneficiary's rights in any Award are subject to satisfaction
of such conditions.

     b.   Payment of Withholding Taxes.  Notwithstanding the terms of Section
          ----------------------------
16(a), the Committee may provide in the agreement or other document evidencing
an Award or otherwise that all or any portion of the taxes required to be
withheld or, if permitted by the Committee, desired to be paid by the
Participant, in connection with the exercise, vesting, settlement or transfer of
any Award shall be paid or, at the election of the Participant, may be paid by
withholding Shares otherwise issuable or subject to such Award, or by the
Participant's delivering previously owned Shares, in each case having a fair
market value equal to the amount required or elected to be withheld or paid, or
by the Stock Administrator paying such amount pursuant to an irrevocable
commitment by the Stock Administrator to deliver to the Company proceeds from
the sale of the Shares issuable under the Award.  Any such election is subject
to such conditions or procedures as may be established by the Committee and may
be subject to approval by the Committee.

17.  TRANSFERABILITY

     Unless the agreement or other document evidencing an Award (or an amendment
thereto authorized by the Committee) expressly states that the Award is
transferable as provided hereunder, no Award granted under this Plan, nor any
interest in such Award, may be sold, assigned, conveyed, gifted, pledged,
hypothecated or otherwise transferred in any manner prior to the vesting or
lapse of any and all restrictions applicable thereto, other than by will or the
laws of descent and distribution.

                                      17

18.  TERM OF THIS PLAN

     No Options, Retention Shares, Stock Units or Incentive Bonuses shall be
granted pursuant to the Plan after April 20, 2011, but grants of Options,
Retention Shares, Stock Units or Incentive Bonuses theretofore granted may
extend beyond that date and the terms and conditions of this Plan shall continue
to apply thereto.

19.  TERMINATION OR AMENDMENT OF THIS PLAN

     The Board or the Committee may amend, alter or discontinue this Plan or any
agreement or other document evidencing an Award made under this Plan but, except
as provided pursuant to the anti-dilution adjustment provisions of Section
13(b), no such amendment shall, without the approval of the shareholders of the
Company:

          (a)  increase the maximum number of Shares for which Awards may be
     granted under this Plan;

          (b)  reduce the price at which Options may be granted below the price
     provided for in Section 6(a);

          (c)  reduce the option price of outstanding Options;

          (d)  extend the term of this Plan;

          (e)  change the class of persons eligible to be Participants; or

          (f)  increase the number or percentage of Shares that are eligible for
     non-Option Awards.

     The Board or the Committee may amend, alter or discontinue the Plan or any
agreement evidencing an Award made under this Plan, but no amendment or
alteration shall be made which would impair the rights of any Participant,
without such Participant's consent, under any Award theretofore granted,
provided that no such consent shall be required if the Committee determines in
its sole discretion and prior to the date of any Change in Control that such
amendment or alteration either (i) is required or advisable in order for the
Company, the Plan or the Award to satisfy any law or regulation or to meet the
requirements of any accounting standard, or (ii) is not reasonably likely to
significantly diminish the benefits provided under such Award, or that any such
diminishment has been adequately compensated.

20.  LEAVE OF ABSENCE

     Unless the Committee shall determine otherwise, a leave of absence other
than an Approved Leave of Absence shall be deemed a termination of employment
for purposes of this Plan.  An Approved Leave of Absence shall not be deemed a
termination of employment for purposes of this Plan, but the period of such
Approved Leave of Absence shall not be counted

                                      18

toward satisfaction of any Restriction Period or Unit Restriction Period or any
holding period described in Section 6(c).

21.  GENERAL PROVISIONS

     a.   Employment At Will.  Neither the Plan nor the grant of any Award nor
          ------------------
any action by the Company, any Subsidiary or the Committee shall be held or
construed to confer upon any person any right to be continued in the employ of
the Company or a Subsidiary.  The Company and each Subsidiary expressly reserve
the right to discharge, without liability but subject to his or her rights under
this Plan, any Participant whenever in the sole discretion of the Company or a
Subsidiary, as the case may be, its interest may so require.

     b.   Governing Law.  This Plan and any agreements or other documents
          -------------
hereunder shall be interpreted and construed in accordance with the laws of the
State of Utah and applicable federal law.  The Committee may provide that any
dispute as to any Award shall be presented and determined in such forum as the
Committee may specify, including through binding arbitration.  Any reference in
this Plan or in the agreement or other document evidencing any Award to a
provision of law or to a rule or regulation shall be deemed to include any
successor law, rule or regulation of similar effect or applicability.

22.  NON-EXCLUSIVITY OF PLAN

     Neither the adoption of this Plan by the Board nor the submission of this
Plan to the shareholders of the Company for approval shall be construed as
creating any limitations on the power of the Board or the Committee to adopt
such other incentive arrangements as either may deem desirable, including
without limitation, the granting of stock options, restricted stock or stock
units otherwise than under this Plan, and such arrangements may be either
generally applicable or applicable only in specific cases.

23.  COMPLIANCE WITH OTHER LAWS AND REGULATIONS

     This Plan, the grant and exercise of Awards thereunder, and the obligation
of the Company to sell, issue or deliver Shares under such Awards, shall be
subject to all applicable federal, state and local laws, rules and regulations
and to such approvals by any governmental or regulatory agency as may be
required.  The Company shall not be required to register in a Participant's name
or deliver any Shares prior to the completion of any registration or
qualification of such Shares under any federal, state or local law or any ruling
or regulation of any government body which the Committee shall determine to be
necessary or advisable.  This Plan is intended to constitute an unfunded
arrangement for a select group of management and other key employees.  No Option
shall be exercisable unless a registration statement with respect to the Option
is effective or the Company has determined that such registration is
unnecessary.  Unless the Awards and Shares covered by this Plan have been
registered under the Securities Act of 1933, as amended, or the Company has
determined that such registration is unnecessary, each person receiving an Award
and/or Shares pursuant to any Award may be required by the Company to give a
representation in writing that such person is acquiring such Shares for his or
her own account for investment and not with a view to, or for sale in connection
with, the distribution of any part thereof.

                                      19

24.  LIABILITY OF COMPANY

     The Company and any Affiliate which is in existence or hereafter comes into
existence shall not be liable to a Participant or other persons as to: (a) the
non-issuance or sale of Shares as to which the Company has been unable to obtain
from any regulatory body having jurisdiction the authority deemed by the
Company's counsel to be necessary to the lawful issuance and sale of any Shares
hereunder; and (b) any tax consequence expected, but not realized, by any
Participant or other person due to the receipt, exercise or settlement of any
Option or other Award granted hereunder.

25.  EFFECTIVE DATE

     The Plan shall become effective upon approval of the shareholders of the
Company.

                                      20