Executive Stock Purchase Incentive Plan - Union Pacific Corp.


                            UNION PACIFIC CORPORATION

                     EXECUTIVE STOCK PURCHASE INCENTIVE PLAN


1.       PURPOSE

The Union Pacific Executive Stock Purchase Incentive Plan (the "Plan") is
intended to (i) encourage and facilitate ownership of shares of the common stock
of Union Pacific Corporation (the "Company") by officers and other key
executives of the Company and its Subsidiaries, (ii) create a working
environment where participating executives of the Company and its Subsidiaries
share in the same risks and rewards as the Company's other shareholders, and
(iii) create a retention vehicle by:

o        providing participating executives of the Company and its Subsidiaries
         with an opportunity to significantly increase their ownership of common
         stock of the Company coupled with incentive awards based on the
         performance of the Company and its common stock and

o        providing this opportunity in a manner that places participating
         executives at risk in the event of inadequate Company performance.

2.       DEFINITIONS

Except where the content otherwise indicates, the following definitions apply:

"Applied Dividends" means regular cash dividends on Common Stock purchased
pursuant to a Purchase Award which are to be applied to offset (partially or
wholly) interest accruing on the Purchase Loan as required pursuant to Section
7(d)(i) and which the Company's stock transfer agent shall be irrevocably
directed by each Participant to deliver directly to the Company for such purpose
to the extent required to comply with Section 7(d)(i).

"Board" means Board of Directors of the Company.

"Cause" means the deliberate, willful or gross misconduct of the Participant, as
determined by the Committee.

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

"Combination Deferred Award" means the grant to a Participant, upon the
Participant's exercise of the Purchase Award, of Deferred Performance Award #1,
Deferred Performance Award #2, Deferred Performance Award #3 and Deferred
Service Incentive Award, as described in Section 8.

"Commission" means the Securities and Exchange Commission.

"Committee" means the Compensation and Benefits Committee of the Board or such
other committee of the Board as may be designated by the Board, the Committee
being composed of not less than two persons who qualify as "disinterested
persons" as defined in Rule 16b-3(c)(2), as promulgated by the Commission under
the 1934 Act, or any successor definition adopted by the Commission.



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

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

"Deferred Performance Awards" means the following awards, as described in
Section 8: Deferred Performance Award #1, Deferred Performance Award #2 and
Deferred Performance Award #3.

"Deferred Service Incentive Award" means the award so named and described in
Section 8.

"Designated Payment Date" means the date designated by the Company for a cash
payment to a Participant (or the estate of a deceased Participant) with respect
to any part or all of a Combination Deferred Award, which date shall be no later
than January 31, 2003 and, in the case of any cash payment with respect to a
Participant's Combination Deferred Award after the Participant's Termination of
Service because of death, no later than six months after such Termination of
Service.

"Effective Date" means the date the Plan is adopted by the Board.

"Interest Rate" means the "applicable federal rate" in effect on the Purchase
Date for loans with a final maturity date of January 31, 2006 with interest
compounded annually, as determined by Section 1274(d) of the Code.

"Market Price" with respect to a Share shall mean, for any given date (or in the
event such date is not a Trading Day with respect to the Share, the last Trading
Day prior to such date), the average of the high and low trading prices per
Share on such date, as reported in The Wall Street Journal listing of composite
transactions for New York Stock Exchange issues.

"1934 Act" means the Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated by the Commission thereunder.

"Participant" means each eligible employee of the Company or any of its
Subsidiaries who is designated by the Committee to receive a Purchase Award.

"Performance Criteria" means the following three criteria:

         Criterion #1: For twenty consecutive calendar days during the
         Performance Period the Market Price of a Share has increased at least
         15% over the Purchase Price;

         Criterion #2:  Either of the following two events has occurred:
                  (i) The Company has achieved annual earnings per Share equal
                  to, or greater than, $5.00 per Share during any calendar year
                  in the Performance Period or
                  (ii) Criterion #3 has been achieved; and

         Criterion #3:  Either of the following two events has occurred:
                  (i) The Company has achieved annual earnings per Share equal
                  to, or greater than, $6.00 per Share during any calendar year
                  in the Performance Period or
                  (ii) The Market Price of a Share for twenty consecutive
                  calendar days during the Performance Period has equaled or
                  exceeded $85.00.


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"Performance Period" means, with respect to each Purchase Award, the period of
time beginning on the Purchase Date with respect to such Purchase Award and
ending on January 31, 2003.

"Plan" means this Union Pacific Corporation Executive Stock Purchase Incentive
Plan, as amended from time to time in accordance with the Plan's provisions.

"Purchase Award" means an award to a Participant permitting such Participant to
purchase Shares pursuant to Section 6 at the Purchase Price, together with
related Purchase Loan, Combination Deferred Award and Special Deferred Award
rights upon exercise of the Purchase Award.

"Purchase Date" means the date a Participant purchases Shares pursuant to a
Purchase Award.

"Purchase Loan" means an extension of credit to the Participant by the Company
evidenced by a Purchase Note.

"Purchase Note" means a full recourse promissory note with respect to the
Purchase Loan in substantially the same form as set forth on Exhibit A.

"Purchase Price" of a Share means fair market value of a Share on the Purchase
Date, as determined by the Committee.

"Remaining Balance" means the principal balance of the Purchase Loan (including
accrued but unpaid interest) outstanding immediately following the end of the
Performance Period and the making of any prepayments required by Section
7(d)(ii).

"Service" means employment with the Company or its Subsidiaries.

"Share" means a share of the Company's Common Stock.

"Special Criterion" means attaining a Market Price per Share which equals or
exceeds $100.00 for twenty consecutive calendar days during the Performance
Period.

"Special Deferred Award" means the grant to a Participant, upon the
Participant's exercise of the Purchase Award, of the Special Deferred Award, as
described in Section 9.

"Subsidiary" means a corporation (or partnership, joint venture, or other
enterprise) of which the Company owns or controls, directly or indirectly, 50%
or more of the outstanding shares of stock normally entitled to vote for the
election of directors (or comparable equity participation and voting power).

"Termination of Service" means a Participant's termination of Service such that
he or she is no longer an employee of either the Company or any of its
Subsidiaries for any reason whatsoever; provided, however, that, for purposes of
this Plan, a Participant who becomes subject to a long-term disability (within
the meaning of the Company's long-term disability plan (or the relevant
Subsidiary's long-term disability plan), as in effect from time to time) shall
be deemed to be continuing his or her Service during such period of long-term
disability.

"Total Purchase Price" means, with respect to each Participant, the Purchase
Price multiplied by the number of Shares purchased pursuant to the Participant's
Purchase Award.


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"Trading Day" means, with respect to the Common Stock, a day on which the Common
Stock is publicly traded on the New York Stock Exchange.

3.       SHARES SUBJECT TO THE PLAN

The aggregate number of Shares that may be issued under the Plan shall not
exceed 1,100,000 Shares.

4.       TERM OF THE PLAN

The Plan shall become effective upon adoption by the Board. The Plan shall be
terminated on January 31, 2003; provided, that Combination Deferred Awards,
Special Awards and Purchase Loans outstanding as of such date shall not be
affected or impaired by the termination of the Plan; provided further that no
Purchase Awards shall be granted after December 31, 1999.

5.       ELIGIBLE EMPLOYEES

All officers of the Company and other key executives of the Company and its
Subsidiaries who, in the opinion of the Committee, can materially influence the
long-term performance of the Company and/or its Subsidiaries are eligible to
receive a Purchase Award. The Committee shall have the power and complete
discretion to select those eligible employees who are to receive Purchase
Awards.

6.       STOCK PURCHASE

(a)      Grant of Purchase Award. The number of Shares purchasable under a
         Purchase Award for any Participant and the Purchase Date shall be
         determined by the Committee. The Committee shall, with respect to each
         Purchase Award, give written notice to each Participant receiving such
         Purchase Award stating (i) the maximum and minimum number (which
         numbers may be identical) of Shares that may be purchased under the
         Purchase Award, (ii) the Purchase Date and (iii) the Interest Rate and
         other terms pertaining to the Purchase Loan.

(b)      Exercise of Purchase Award. A Participant shall exercise a Purchase
         Award by delivering to the Company on the Purchase Date (or within a
         reasonable time thereafter specified by the Company) (i) a notice
         stating the number of Shares (not less than the minimum number and not
         more than the maximum number specified in the Purchase Award) such
         Participant elects to purchase on the Purchase Date, and (ii) an
         executed Purchase Note and any other documents required pursuant to the
         Plan. Any Participant who does not elect to purchase at least the
         minimum number of Shares under the Purchase Award on the Purchase Date
         (or within a reasonable time thereafter specified by the Company) shall
         forfeit any rights under the Plan with respect to such Purchase Award,
         including, without limitation, any right to receive a Purchase Loan,
         Combination Deferred Award or Special Award related to such Purchase
         Award.

(c)      Closing Time. The exercise of the Purchase Award by a Participant, the
         delivery of the Purchase Note and the issuance by the Company of the
         Shares purchased pursuant to the Purchase Award shall be effective at
         5:00 p.m., New York City time, on the Purchase Date 


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         (the "Closing Time"). After the Closing Time, such Participant shall be
         a stockholder of the Company for all purposes. Notwithstanding anything
         herein to the contrary, the Committee shall have the absolute right, in
         its sole discretion, to revoke any Purchase Award, including, without
         limitation, any right to receive a Purchase Loan, Combination Deferred
         Award or Special Award related to such Purchase Award, prior to the
         Closing Time.

7.       LOAN PROVISIONS

(a)      General. The Company shall extend a Purchase Loan to a Participant upon
         exercise of a Purchase Award subject to the terms and conditions set
         forth in this Section 7. The original principal amount of the Purchase
         Loan, which shall be unsecured, shall be equal to the Total Purchase
         Price. Such Purchase Loan shall be evidenced by a Purchase Note with
         full recourse against the Participant as maker of the note. The
         obligations of the Participant under the Purchase Note shall be
         unconditional and absolute and, without limiting the generality of the
         foregoing, shall not be released, discharged or otherwise affected by
         any change in the existence, structure or ownership of the Company, or
         any insolvency, bankruptcy, reorganization or other similar proceeding
         affecting the Company or its assets or the market value of the Common
         Stock or any resulting release or discharge of any obligation of the
         Company or the existence of any claim, set-off or other rights which
         the Participant may have at any time against the Company or any other
         person, whether in connection with the Plan or with any unrelated
         transactions, provided that nothing herein shall prevent the assertion
         of any such claim by separate suit or counterclaim.

         Notwithstanding anything to the contrary in this Section 7, the Company
         shall not be required to make any Purchase Loan to a Participant if the
         making of such Purchase Loan will (i) cause the Company to violate any
         covenant or similar provision in any indenture, loan agreement or other
         agreement, or (ii) violate any applicable federal, state or local law,
         provided, that the failure to make such Purchase Loan shall be deemed
         to revoke the exercise of the related Purchase Award unless otherwise
         specified by the Participant or if the Company is not satisfied with
         the creditworthiness of the Participant.

(b)      Interest. Interest on the principal balance of the Purchase Loan shall
         accrue annually, in arrears, at the Interest Rate.

(c)      Term. The term of the Purchase Loan for any Participant shall begin on
         such Participant's Purchase Date and, subject to prepayment as provided
         in Sections 7(d) and 7(e), have a final maturity date of January 31,
         2006. The Remaining Balance of the Purchase Loan shall be payable in
         three equal annual installments on January 31, 2004, January 31, 2005
         and January 31, 2006, with the interest accruing (offset by Applied
         Dividends, if Criterion #1 was not achieved during the Performance
         Period) on the unpaid Remaining Balance payable annually, in arrears,
         on each such January 31.

(d)      Prepayments Not Related to Termination of Service.

         (i)      Dividends. To the extent the Participant is entitled to
                  regular cash dividends on Common Stock purchased under the
                  Plan, until the earlier of the achievement of Performance
                  Criterion #1 or payment in full of the Purchase Loan
                  (including accrued and unpaid interest), such dividends shall
                  be delivered by the Company's stock transfer agent to the
                  Company to offset (wholly or partially) the accrued interest
                  on 


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                  the Purchase Loan, pursuant to an irrevocable written
                  direction given by the Participant. Upon and after the
                  achievement of Performance Criterion #1, all such dividends
                  shall be paid directly to the Participant. If, prior to the
                  achievement of Performance Criterion #1, the Participant is
                  entitled to regular cash dividends which exceed the accrued
                  interest on the Purchase Loan, such excess shall be paid
                  directly to the Participant.

         (ii)     Cash Payments with respect to Combination Deferred Award. In
                  the event a Participant (or the estate of a deceased
                  Participant) receives any cash payments with respect to the
                  Participant's Deferred Performance Awards or Deferred Service
                  Incentive Award or any cash payments made by the Company under
                  Section 8(h)(i) after the earlier of (i) Termination of
                  Service due to death or (ii) the end of the Performance
                  Period, the Participant (or the Participant's estate) shall
                  immediately (partially or wholly) prepay the principal balance
                  of the Purchase Loan (or the accrued and unpaid interest
                  thereon in the case of a cash payment with respect to Deferred
                  Performance Award #1), to the extent, if any, that such
                  principal balance (or such interest in the case of a cash
                  payment with respect to Deferred Performance Award #1) remains
                  unpaid at such time, with an amount equal to the full amount
                  of all such cash payments upon receipt thereof.

         (iii)    Optional Prepayments. Any Participant (or the estate of a
                  deceased Participant) may prepay all of the Purchase Loan
                  (including accrued and unpaid interest) at any time, but
                  partial prepayments shall not be permitted.

(e)      Prepayment Obligations Related to Termination of Service. In the event
         of a Participant's Termination of Service because of death, any
         outstanding balance (including accrued and unpaid interest) of the
         Purchase Loan shall be due and payable in full six months from the date
         of the Participant's death. In the event of a Participant's Termination
         of Service for any reason other than death, any outstanding balance
         (including accrued and unpaid interest) of the Purchase Loan shall be
         due and payable in full on the later of (i) the 90th day following such
         Termination of Service or (ii) the 90th day following the first date on
         which the Participant may sell the Common Stock purchased under the
         Plan without incurring liability under the federal securities laws,
         including Section 16 of the 1934 Act (limited, in the case of Section
         16, to liability relating to purchases or sale of Common Stock or any
         derivative security occurring prior to the Termination of Service). If
         (i) a Participant's Termination of Service is due to death during the
         Performance Period or an involuntary Termination of Service without
         Cause during the Performance Period, (ii) on the date the outstanding
         balance of the Purchase Loan becomes due and payable pursuant to this
         Section 7(e), the aggregate Market Price of the Shares acquired under
         the Participant's Purchase Award is less than the sum of (x) the
         outstanding balance of the Purchase Loan (including accrued and unpaid
         interest) on such date, as reduced by any prepayment made pursuant to
         Section 7(d), and (y) the income and employment tax liability resulting
         from any cash payments with respect to the Combination Deferred Award,
         and (iii) if all Shares so acquired are still held by the Participant
         (or the Participant's estate), then, on such date (if so requested by
         the Participant or the Participant's estate) the Company shall accept
         from the Participant (or the Participant's estate) the surrender of all
         Shares so acquired by the Participant in full satisfaction of the
         outstanding balance of the Purchase Loan (including accrued and unpaid
         interest).



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8.       COMBINATION DEFERRED AWARD - DESCRIPTION, PAYMENT AND FORFEITURE

(a)      Combination Deferred Award. Upon any Participant's exercise of the
         Participant's Purchase Award, the Company shall grant the Participant a
         Combination Deferred Award, consisting of Deferred Performance Award
         #1, Deferred Performance Award #2, Deferred Performance Award #3 and
         Deferred Service Incentive Award, subject to the terms and conditions
         set forth in this Section 8. Any payment with respect to a
         Participant's Combination Deferred Award shall be made by the Company
         on its behalf and/or on behalf of the Subsidiary by which the
         Participant was employed on the Designated Payment Date. Any Subsidiary
         which so employed the Participant shall reimburse the Company for such
         payment. No payment shall be made by the Company with respect to any
         Participant's Combination Deferred Award until the Participant has made
         arrangements with respect to any federal, state or local tax
         withholding requirements applicable to such payment which are
         satisfactory to the Company.

(b)      Deferred Performance Award #1. In the event that Criterion #1 is
         achieved, each Participant then holding a Deferred Performance Award #1
         shall become entitled to a deferred cash payment with respect thereto,
         subject to the terms and conditions set forth in this Section 8. On the
         Designated Payment Date, the Company shall pay to the Participant, with
         respect to Deferred Performance Award #1, a cash amount equal to the
         interest accrued and remaining unpaid on the Purchase Loan (after any
         application of Applied Dividends) as of the Designated Payment Date.
         Further, if Criterion #1 has been achieved during the Performance
         Period, but accrued interest on the Purchase Loan is payable on January
         31, 2004, January 31, 2005 and /or January 31, 2006 pursuant to Section
         7(c), then, on each such date, the Company shall pay to the
         Participant, with respect to Deferred Performance Award #1, a cash
         amount equal to the interest becoming payable on such date.

(c)      Deferred Performance Award #2. In the event that Criterion #2 is
         achieved, each Participant then holding a Deferred Performance Award #2
         shall become entitled to a deferred cash payment with respect thereto,
         subject to the terms and conditions set forth in this Section 8. On the
         Designated Payment Date, the Company shall pay to the Participant, with
         respect to Deferred Performance Award #2, a cash amount equal to
         one-third of the outstanding principal balance of the Purchase Loan as
         of the Designated Payment Date.

(d)      Deferred Performance Award #3. In the event that Criterion #3 is
         achieved, each Participant then holding a Deferred Performance Award #3
         shall become entitled to a deferred cash payment with respect thereto,
         subject to the terms and conditions set forth in this Section 8. On the
         Designated Payment Date, the Company shall pay to the Participant, with
         respect to Deferred Performance Award #3, a cash amount equal to
         one-third of the outstanding principal balance of the Purchase Loan as
         of the Designated Payment Date.

(e)      Deferred Service Incentive Award. If the Service of a Participant who
         holds a Deferred Service Incentive Award is continuous from the
         Effective Date to the end of the Performance Period, the Participant
         shall become entitled to a deferred cash payment with respect to such
         award, subject to the terms and conditions set forth in this Section 8.
         On the Designated Payment Date, the Company shall pay to the
         Participant, with respect to the Deferred Service Incentive Award, a
         cash amount equal to one-third of the outstanding principal balance of
         the Purchase Loan as of the Designated Payment Date.



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(f)      Forfeiture of Combination Deferred Award Upon Certain Sales of Shares
         and Certain Prepayments of Purchase Loan. Notwithstanding any other
         provision of this Section 8, a Participant's Combination Deferred Award
         shall be immediately forfeited if the Participant, during the
         Performance Period, either (i) sells any Shares acquired under a
         Purchase Award or (ii) makes an optional prepayment on the Purchase
         Loan described in Section 7(d)(iii). A transfer of a Participant's
         Shares to a revocable trust as to which the Participant retains voting
         and investment power (which powers of revocation, voting and investment
         may be shared with the Participant's spouse) or a transfer to joint
         ownership with such Participant's spouse shall not be deemed a sale for
         purposes of this Section 8(f) and, solely for the purposes of this
         Plan, such Shares shall be deemed to be owned by the Participant.

(g)      Application of Payments Made Pursuant to Section 8. Notwithstanding any
         other provision of this Section 8, an amount equal to the full amount
         of any payment made by the Company pursuant to this Section 8 with
         respect to a Deferred Performance Award and/or Deferred Service
         Incentive Award shall be immediately applied in accordance with Section
         7(d)(ii) to prepay (partially or wholly) the principal balance of the
         Purchase Loan (or the accrued and unpaid interest thereon in the case
         of a cash payment with respect to Deferred Performance Award #1), to
         the extent, if any, that such principal balance (or such interest in
         the case of a cash payment with respect to Deferred Performance Award
         #1) remains unpaid on the Designated Payment Date.

(h)      Change in Control. Upon an occurrence of a Change in Control (as
         defined in the Union Pacific Corporation Key Employee Continuity Plan,
         as amended from time to time (the "Continuity Plan")), all Performance
         Criteria shall be deemed to have been satisfied. If, on or after the
         occurrence of a Change in Control and prior to February 1, 2003, a
         Participant's employment is involuntarily terminated by the Company
         (other than for Cause, as defined in the Continuity Plan) or a
         Participant terminates his or her employment for Good Reason (as
         defined in the Continuity Plan), then such Participant shall be
         entitled to a cash payment (to be made within ninety (90) days
         following the date of termination but in no event later than the
         Designated Payment Date) with respect to (i) the Deferred Service
         Incentive Award calculated as if the Participant's Service had
         continued though the end of the Performance Period and (ii) the
         Deferred Performance Award.

(i)      Treatment of a Termination of Service.

         (i)      Upon a Participant's Termination of Service during the
                  Performance Period for any reason except death, the
                  Participant shall forfeit the Combination Deferred Award. Upon
                  a Participant's Termination of Service during the Performance
                  Period due to death, unless the Participant shall have
                  previously forfeited the Combination Deferred Award pursuant
                  to Section 8(f), the Participant's estate shall be entitled to
                  a cash payment with respect to (i) the Deferred Service
                  Incentive Award calculated as if the Participant's Service had
                  continued through the end of the Performance Period and (ii)
                  any Deferred Performance Award as to which the related
                  Performance Criterion has been achieved before the
                  Participant's death. On the Designated Payment Date, the
                  Company shall pay, to the deceased Participant's estate, the
                  cash amount provided 



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                  in this Section 8 with regard to each award described in the
                  immediately preceding sentence.

         (ii)     If a Participant's Termination of Service is due to death
                  during the Performance Period or an involuntary Termination of
                  Service without Cause during the Performance Period and the
                  Company accepts Shares acquired pursuant to the Participant's
                  Purchase Award in full satisfaction of the Purchase Loan in
                  accordance with the last sentence of Section 7(e), then, no
                  later than the fifth business day following such acceptance,
                  the Company shall pay to the Participant (or the Participant's
                  estate) the cash amount necessary for the reimbursement of any
                  income and employment taxes payable by the Participant (or the
                  Participant's estate) as a result of (i) the acceptance by the
                  Company of such Shares in satisfaction of the Purchase Loan,
                  (ii) any payment made with respect to the Combination Deferred
                  Award and (iii) the reimbursement payment made pursuant to
                  this Section 8(h)(ii).

9.       SPECIAL DEFERRED AWARD

(a)      Upon any Participant's exercise of the Participant's Purchase Award,
         the Company shall grant the Participant a Special Deferred Award,
         subject to the terms and conditions set forth in this Section 9. Any
         payment with respect to a Participant's Special Deferred Award shall be
         made by the Company on its behalf and/or on behalf of the Subsidiary by
         which the Participant was employed on the Designated Payment Date. Any
         Subsidiary which so employed the Participant shall reimburse the
         Company for such payment.

(b)      In the event that the Special Criterion is achieved, each Participant
         then holding a Special Deferred Award shall be entitled to be
         reimbursed by the Company on the Designated Payment Date for the
         federal income tax payable on the amounts paid with respect to a
         Combination Deferred Award pursuant to Section 8, subject to the terms
         and conditions set forth in this Section 9. Such reimbursement shall be
         computed using the maximum marginal rate for ordinary taxable income in
         effect on the Designated Payment Date. The reimbursement for federal
         income tax under this Section 9 shall not itself be grossed up for any
         federal income tax payable as a result of this reimbursement.

(c)      Notwithstanding any other provision of this Section 9, a Participant's
         Special Deferred Award shall be immediately forfeited if the
         Participant, during the Performance Period, either (i) sells any Shares
         acquired under a Purchase Award or (ii) makes an optional prepayment on
         the Purchase Loan described in Section 7(d)(iii). A transfer of a
         Participant's Shares to a revocable trust as to which the Participant
         retains voting and investment power (which powers of revocation, voting
         and investment may be shared with the Participant's spouse) or a
         transfer to joint ownership with such Participant's spouse shall not be
         deemed a sale for purposes of this Section 9(iii) and, solely for the
         purposes of this Plan, such Shares shall be deemed to be owned by the
         Participant.

(d)      Termination of Service.

         Upon a Participant's Termination of Service during the Performance
         Period for any reason except death, the Participant shall forfeit the
         Special Deferred Award. Upon a Participant's Termination of Service
         during the Performance Period due to death, unless the Participant
         shall have previously forfeited the Special Deferred Award pursuant to
         Section 9(c), the 



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         Participant's estate shall be entitled to be reimbursed by the Company
         an amount calculated in accordance with Section 9(b) if the related
         Special Criterion has been achieved before the Participant's death. On
         the Designated Payment Date, the Company shall reimburse the deceased
         Participant's estate the amount provided in this Section 9 with regard
         to the Special Deferred Award described in the immediately preceding
         sentence.

10.      PLAN ADMINISTRATION

The Plan shall be administered by the Committee. If at any time no Committee
shall be in office, the functions of the Committee specified in the Plan shall
be exercised by the "disinterested directors" on the Board (as defined in Rule
16b-3(c)(2) under the 1934 Act). Subject to the provisions of the Plan, the
Committee shall interpret the Plan and make such rules as it deems necessary for
the proper administration of the Plan, shall make all other determinations
necessary or advisable for the administration of the Plan and shall correct any
defect or supply any omission or reconcile any inconsistency in the Plan in the
manner and to the extent that the Committee deems desirable to carry the Plan
into effect. Among other things, the Committee shall have the authority, subject
to the terms of the Plan, to determine (i) the individuals to whom the Purchase
Awards are granted, (ii) the time or times the Purchase Awards are granted,
(iii) the Purchase Dates for such Purchase Awards, (iv) the basis for any
Termination of Service, including whether or not it was for Cause or otherwise,
(v) the forms, terms and provisions of any documents under the Plan, including
amending or modifying the terms of the Plan. Without limiting the foregoing, in
the event of a recapitalization, stock split, stock dividend, combination or
exchange of shares, merger, consolidation, spin-off or any other change in the
corporate structure or shares of the Company, the Committee may make such
adjustments as it deems appropriate in the Performance Criteria and other terms
of the Plan. Any action taken or determination made by the Committee pursuant to
this paragraph and the other paragraphs of the Plan in which the Committee is
given discretion shall be final and conclusive on all parties. The act or
determination of a majority of the Committee shall be deemed to be the act or
determination of the entire Committee. The Committee may consult with counsel,
who may be counsel to the Company, and such other advisors as the Committee may
deem necessary and/or desirable, and the members of the Committee shall not
incur any liability for any action taken in good faith in reliance upon the
advice of counsel or any other advisor.

11.      AMENDMENT AND DISCONTINUANCE OF THE PLAN

The Board, upon the recommendation of the Committee, may amend, suspend or
terminate the Plan at any time, subject to the provisions of this Section 11. No
amendment, suspension or termination of the Plan may, without the consent of a
Participant, adversely affect such Participant's rights under the Plan in any
material respect.

12.      MISCELLANEOUS PROVISIONS

(a)      Unsecured Status of Claim. Participants and their beneficiaries, heirs,
         successors and assigns shall have no legal or equitable rights,
         interests or claims in any specific property or assets of the Company.
         No assets of the Company shall be held under any trust for the benefit
         of Participants, their beneficiaries, heirs, successors or assigns, or
         held in any way as collateral security for the fulfillment of the
         Company's obligations under the Plan.

         Any and all of the Company's assets shall be, and shall remain, the
         general unpledged and unrestricted assets of the Company. The Company's
         obligations under the Plan shall be 



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         merely that of an unfunded and unsecured promise of the Company to pay
         employee compensation benefits in the future.

(b)      Employment Not Guaranteed. Nothing contained in the Plan nor any action
         taken in the administration of the Plan shall be construed as a
         contract of employment or as giving a Participant any right to be
         retained in the Service of the Company.

(c)      Nonassignability. No person shall have any right to commute, sell,
         assign, transfer, pledge, anticipate, mortgage or otherwise encumber,
         hypothecate or convey in advance of actual receipt the deferred cash
         incentive, if any, payable under the Plan, or any part thereof, or any
         interest therein, which are, and all rights to which are, expressly
         declared to be unassignable and nontransferable. No portion of the
         amounts payable shall, prior to actual payment, be subject to seizure,
         attachment, lien or sequestration for the payment of any debts,
         judgments, alimony or separate maintenance owed by a Participant or any
         other person, nor be transferable by operation of law in the event of
         the Participant's or any other person's bankruptcy or insolvency. Any
         such transfer or attempted transfer in violation of the preceding
         provisions shall be considered null and void. In addition, no
         derivative security (as defined in Rule 16a-1(c), as promulgated by the
         Commission under the 1934 Act, or any successor definition adopted by
         the Commission) issued under the Plan shall be transferable by a
         Participant (to the extent transferable under the Plan) other than by
         will or the laws of descent and distribution or pursuant to a qualified
         domestic relations order as defined by the Code, or Title I of the
         Employee Retirement Income Security Act of 1974 or the rules
         promulgated thereunder.

(d)      Separability, Validity. Transactions under this Plan are intended to
         qualify under Rule 16b-3 of the 1934 Act. If any of the terms or
         provisions of this Plan conflict with the requirements of Rule 16b-3,
         then such terms and provisions shall be deemed inoperative to the
         extent they so conflict with such requirements. In the event that any
         provision of the Plan is held to be invalid, void or unenforceable, the
         same shall not affect, in any respect whatsoever, the validity of any
         other provision of the Plan.

(e)      Withholding Tax. The Company shall, on its behalf and on behalf of its
         Subsidiaries, withhold from all benefits due under the Plan an amount
         sufficient to satisfy any federal, state and local tax withholding
         requirements; provided, however, that each Participant shall make
         arrangements satisfactory to the Company with respect to any such
         withholding requirements applicable to the payments provided in Section
         8 with respect to the Participant's Combination Deferred Award prior to
         the making of such payments and any such withholding requirements
         applicable to any acceptance by the Company of Shares in satisfaction
         of a Participant's Purchase Loan pursuant to Section 7(e) prior to such
         acceptance.

(f)      Applicable Law. The Plan shall be governed in accordance with the laws
         of the State of Utah without regard to the application of the conflicts
         of law provisions thereof. The obligation of the Company with respect
         to the grant and exercise of Purchase Awards shall be subject to all
         applicable laws, rules and regulations and such approvals by any
         governmental agencies as may be required, including, without
         limitation, the effectiveness of any registration statement required
         under the Securities Act of 1933, as amended, and the rules and
         regulations of any securities exchange on which the Common Stock may be
         listed.


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(g)      Inurement of Rights and Obligations. The rights and obligations under
         the Plan shall inure to the benefit of, and shall be binding upon, the
         Company, its successors and assigns, and the Participants and their
         beneficiaries.

(h)      Notice. All notices and other communications required or permitted to
         be given under this Plan shall be in writing and shall be deemed to
         have been duly given if delivered personally or mailed first class,
         postage prepaid, as follows: (A) if to the Company--at its principal
         business address to the attention of the Secretary; (B) if to any
         Participant--at the last address of the Participant known to the sender
         at the time the notice or other communication is sent.

(i)      Exclusion from Pension and other Benefit Plan Computation. By exercise
         of a Purchase Award, each Participant shall be deemed to have agreed
         that such Purchase Award and any amounts paid with respect to a
         Deferred Performance Award or a Deferred Service Incentive Award under
         Section 8, as applicable, or with respect to a Special Deferred Award
         under Section 9, are special incentive compensation that will not be
         taken into account, in any manner, as salary, compensation or bonus in
         determining the amount of any payment under any pension, retirement or
         other employee benefit plan of the Company or any of its Subsidiaries.
         In addition, the estate and each beneficiary of a deceased Participant
         shall be deemed to have agreed that such Purchase Award and any
         Deferred Performance Award, Deferred Service Incentive Award or Special
         Deferred Award, as applicable, will not affect the amount of any life
         insurance coverage, if any, provided by the Company or any of its
         Subsidiaries on the life of the Participant which is payable to such
         estate or beneficiary under any life insurance plan covering employees
         of the Company or any of its Subsidiaries.







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